Commercial real estate finance

This Practice Note provides an overview of the law, guidance and practice on executing simple contracts and deeds in Ireland. It sets out the principal distinctions between simple contracts and deeds and the formalities for execution. It also addresses counterparts and virtual closings, electronic signatures, powers of attorney, deed of variation, Irish Collective Asset-management Vehicles ( IVACs) and property transactions. Creating a contract A contract is a legally binding agreement conferring rights and imposing obligations between two or more parties. In essence, four core requirements must be met before a contract arises: an offer has been made that offer has been accepted valuable consideration is provided for performance of the contract the parties intend to be legally bound Contracts can be: oral written a mixture of oral and written by deed The general rule is that writing is not...

This Precedent is a formal declaration of identity relating to a site benefitting from planning permission. Its purpose is to assure any prospective purchaser or mortgagee of the following matters: the planning permission lies wholly within the recognised boundaries of the development site the entirety of the development site falls within the vendor’s or mortgagor’s registered title the site possesses all necessary accesses and services to the property to enable completion of the development; and the site enjoys all rights of access and service connections required for the completed scheme A suitably qualified architect or engineer may provide the declaration. A draft should first be sent to the deponent for approval before it is supplied to the mortgagee or purchaser. It should then be submitted to the mortgagee/purchaser for approval; however, once the foregoing points are properly addressed in...

This resource kit This resource kit brings together the principal practical guidance available across Lexis+® UK on artificial intelligence ( AI). Organised by practice area, it is refreshed as new material appears. The rapid growth of AI technologies has led lawmakers, businesses and the public to focus more closely on the potential advantages and the risks that accompany AI use. AI gives rise to a range of legal and regulatory considerations across numerous disciplines, including: intellectual property ( IP) data protection and cybersecurity transactional work such as corporate and commercial employment healthcare and life sciences finance The UK government is developing an AI regulatory strategy that will determine how AI is governed here in future. In the EU, a legislative framework is being built to regulate AI, primarily via Regulation ( EU) 2024/1689 laying down harmonised rules on...

Ireland— Determining jurisdiction in civil litigation—checklist For a checklist explaining how to assess whether an Irish court can take jurisdiction over particular civil disputes, see Ireland— Determining jurisdiction in civil litigation—checklist. This Practice Note outlines the rules that govern when the Irish civil courts may hear claims with an international dimension. It includes guidance on international jurisdiction under Brussels I (recast), the Lugano Convention and the Hague Convention. It also addresses the position where proceedings are commenced in more than one jurisdiction. Finally, the Practice Note offers practical pointers when evaluating jurisdictional issues in Ireland. For guidance on: which specific court a claim should be brought in, see Practice Note: Ireland— Starting a civil action other matters to weigh up before issuing a civil claim in an Irish court and how to commence and advance a civil claim in Ireland, see Practice Notes: Ireland— Starting a civil action and...

This Practice Note explores the function and significance of boilerplate provisions within a contract. It highlights those boilerplate terms most frequently appearing in agreements connected with transactions, and considers the approach that ought to be adopted when reviewing or drafting any agreement that contains them. Lawyers handle an enormous range of transactions, yet each, in one form or another, relies on written contracts. Every one of those contracts ought to incorporate certain boilerplate terms. In practice, transaction documents should not be issued without them. What is boilerplate? There is no universally accepted meaning of a ‘boilerplate’ clause. These clauses are often regarded as routine, miscellaneous provisions. They are frequently signed off with minimal thought or bargaining, but treating them this way is a risky course to take. It is more precise to view ‘boilerplate’ as the label for the clauses included in an...

This Practice Note This Practice Note is a retrospective tracker that charts the progress of Irish legislation (including Acts and Statutory Instruments in force), published judgments of the Supreme Court and Court of Appeal, and concluded consultations in the sphere of property law in Ireland during 2026. It offers a digest of the latest key legal developments expected to affect Irish property practitioners in 2026 and beyond. Please propose issues for inclusion in our horizon scanner at: irelandcurrentawareness@lexisnexis.com. To monitor forthcoming legal and regulatory changes for Irish property lawyers, see Practice Note: Ireland— Property—horizon scanner—2026. For developments covered previously, see Practice Notes: Ireland— Property horizon scanner 2025 [ Archived] and Ireland— Property horizon scanner 2024 [ Archived]. This Practice Note is designed to sit alongside Practice Note: Ireland— Property—horizon scanner—2026, which tracks future developments, including Bills in progress. When a date in the Horizon...

This Practice Note delivers a forward-looking horizon scan of forthcoming developments in Irish property law. It sets out key diary dates (including indicative timings where exact dates are pending) and offers relevant commentary across the areas below. Legislation: Bills in progress Acts not in force, partially in force or introduced in stages Other key developments: Consultations This scanner excludes past developments, such as legislation fully commenced or final judgments. For earlier developments in 2026 within Irish property law, see Practice Note: Ireland— Property Tracker 2026. It also does not cover matters outside Ireland. For UK and EU updates, see: Practice Notes: Tracker & horizon scanning...

Proforma checklist of documents for execution at signing and completion meetings in loan transactions This proforma checklist can be used by the lender’s solicitors to monitor, oversee and record the execution of documents at signing and completion meetings, or to be signed and circulated in escrow for closing virtually. It can be adapted for use with the relevant facility agreement. Signing is the point at which the parties execute the agreed versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied). Completion is the point at which money moves between the parties and the transaction is completed. Often, there is a gap between signing and completion which allows the parties to commit to the deal on signing but leave themselves a short period to satisfy the conditions attaching to funding. In other cases, signing and...

Overview This Checklist is intended for reviewing a confidentiality agreement (also known as a non-disclosure agreement or NDA) when you are the recipient of confidential information. Before examining the agreement, consider: what information the business needs to obtain and for what reason; whether the business will also share information with the other party; what the recipient will receive and who must be able to access and use that information. Further information For guidance on confidentiality agreements, see Precedent: Ireland- Confidentiality agreement-mutual. Checklist Use the third column to capture observations or comments while working through the Checklist. Parties ☐ Check the parties named in the agreement. Consider which individuals and/or entities should be party to the contract. What information does the business need to receive? □ Confirm how confidential information will be defined. Consider: whether a...

Letter of non-crystallisation This precedent letter is used where a buyer acquires a business/asset subject to a floating charge (the Charged Asset), or a lender takes a second floating charge. It confirms the charge has not crystallised, no steps have been taken to crystallise it, and the chargee consents to either a sale or a second floating charge. Under a floating charge, the chargor may in the ordinary course sell the asset or grant further security (unless restricted) until crystallisation. Once crystallised, the charge becomes fixed and the chargor loses that freedom. Buyers/new lenders should seek confirmation that crystallisation has not occurred. A letter may come from the chargee or chargor, but a chargee’s letter is preferable; though not obliged, chargees usually provide it. Buyers favour unlimited confirmation; chargees often insist on a knowledge...

General This Precedent serves for a complete security release and is designed for bilateral debentures or mortgage instruments, where the chargor is a company registered in Ireland, and is intended for use in relation to that specific documentation. Such releases are ordinarily recorded by a deed of release, which is the usual means of documenting the discharge of a mortgage or charge. That approach matters especially if security is discharged early or before the debt is fully satisfied, as it removes arguments about absence of consideration and assures any third party dealing with the security provider that the release is valid. A complete release is appropriate where the creditor no longer needs security to remain in place, for instance when every liability owed to the security holder is being paid off or refinanced by a different lender. If a full release occurs, the...

Conditions precedent satisfaction letter-lender to borrower This precedent conditions precedent satisfaction letter is designed for use by a lender under a bilateral facility, under which the lender must state in writing to the borrower when every documentary condition precedent to lending has been fulfilled, or alternatively, has been waived. In this conditions precedent satisfaction letter, the lender’s confirmation to the borrower regarding the documentary conditions precedent is grounded in a written confirmation supplied by the lender’s legal advisers, and that legal advisers’ confirmation should be included with the letter as an appendix. See Precedent: Ireland- Conditions precedent satisfaction letter: for a bilateral facility agreement-lender’s lawyer to lender. That approach represents the usual procedure. Addressee of letter The conditions precedent satisfaction letter assumes the lender is to confirm satisfaction of the documentary conditions precedent directly to the borrower. That is the standard position; however, it may differ where there is...

Comfort letter-non-binding This specimen non-binding comfort letter is intended for use alongside a facility agreement, where the borrower’s parent company offers assurance to the lender in relation to the borrower’s financial commitments. 'letter of comfort' 'letter of responsibility' The purpose of a non-binding comfort letter is to give the addressee confidence that the issuer will support the obligations of a third party (in this instance, the borrower). Its purpose is not to guarantee performance but to indicate the parent’s present intentions regarding support. This template is drafted to avoid creating a legally enforceable duty for the provider; ie, it sets out a moral undertaking rather than a legal obligation. Whether a comfort letter is binding depends on its precise wording, assessed against the relevant background and circumstances. In most cases, a comfort letter contains only statements of intention or policy and, as such, carries no legal force....

In cross-border finance transactions, legal opinions are almost always required. They typically operate as a condition precedent to funding or to the execution of the finance documents. Their function is to inform the addressee about the legal risks inherent in the deal. Although they feature across numerous forms of financing, they can be difficult to handle from both legal and practical angles and should, therefore, be discussed and settled as early as possible in the process. This Practice Note explains: what legal opinions are when they are used who can rely on them what they cover how legal opinions are used in cross-border transactions the structure of a typical opinion letter For more information, see Practice Notes: Conditions precedent; Ireland- How to instruct and manage local counsel in a finance transaction; and How to draft and review legal opinions in loan transactions. For an example of an Irish law legal...

Execution clause-limited partnership ( Ireland)- Deed (drafting notes) These sample execution clauses are designed for use by a limited partnership when entering into a deed (rather than a simple contract). Four alternative execution forms are provided for a deed executed by the following parties: an individual general partner signing in the presence of a witness a person signing at an individual general partner’s direction, in the presence of a witness who attests the signature an individual general partner who acknowledges their signature in the presence of a witness who attests the signature a corporate general partner executing the deed Limited partnership The Limited Partnership Act 1907 ( Ireland) ( LPA 1907 ( IRL)) permits the establishment and creation of a partnership where some partners’ liability for the firm’s debts is limited, capped at the amount of their...

Counterparts A counterparts clause is a standard boilerplate provision that permits the parties to a contract to sign separate versions of the same agreement, rather than requiring every signatory to endorse one single document. Although there is no statutory footing for this in Ireland, executing agreements in counterparts is nonetheless common practice. This approach is especially useful where there are numerous parties, or where signatories are spread across different regions or countries and cannot arrange an in‑person completion meeting. If an agreement omits a counterparts clause, that omission may not, of itself, prevent the execution of a counterpart document. Even so, including such a clause is recommended to provide certainty and to forestall any suggestion that the agreement is not binding because it has not been executed correctly. It is also important to distinguish between original counterparts and original duplicates. If all parties sign several copies of the...

Governing law clause This Precedent sets out a governing law clause, often referred to as an applicable law clause or a choice of law clause. This type of provision is treated as a boilerplate clause within an agreement. It enables the parties to identify the substantive law that governs the construction of the contract and, if a dispute arises, issues connected with it. The clause addresses the law to be applied, not the forum or procedure by which any dispute will be resolved. It does not, therefore, prescribe how disputes are to be determined. Selecting Irish law as the contract’s proper law does not, in itself, amount to submitting to the jurisdiction of the Irish courts. Governing law and jurisdiction remain distinct concepts. For more on jurisdiction clauses, see Precedent: Ireland- Jurisdiction clause. Careful consideration of a governing law clause is vital,...

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...