Legal Precedents

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...

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...

Clause 1 Notice of application of Security Deposit This Precedent clause is suitable for inclusion within a notice of default—for example, Ireland— Notice of default—breach of aircraft operating lease agreement—lessor to airline—issued by a lessor to a lessee under an aircraft operating lease agreement when a non-payment Event of Default has occurred and continues, and the Lessor is applying the Security Deposit held in line with the aircraft operating lease agreement. Where a non-payment Event of Default is ongoing, the lessor may elect to apply the cash Security Deposit as recourse to available cash while preserving its rights to pursue the balance of any unpaid sums. This approach should be addressed in the drafting of......

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....

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...

This Precedent provides the text of an ordinary resolution enabling the directors of a private company limited by shares to permit any existing or possible breach of the obligation to prevent conflicts of interest from arising......

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,...

Drafting notes These model execution provisions are intended for a limited partnership entering into a simple contract, rather than a deed. Two alternative forms are provided for a contract executed: by an individual general partner, and on behalf of a corporate general partner Limited partnership The Limited Partnership Act 1907 ( Ireland) ( LPA 1907 ( IRL)) creates a partnership structure in which certain partners have limited liability for the firm’s debts, restricted to the amount of their contribution. The General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 ( Limited Partnerships Bill 2024), issued by the Department of Enterprise, Trade and Employment in 2024, would, if enacted, repeal and replace the LPA 1907 ( IRL). Limited partnerships registered under the LPA 1907 ( IRL) will be obliged to satisfy the new registration requirements within twelve months of...

The directors [ Insert name of company ] [( Company)] [ Insert address ] [ Insert date ] Any director who has, whether directly or indirectly, an interest in a proposed transaction or arrangement with the company of which they are a director must disclose to the other directors the nature and extent of that interest, in accordance with the Companies Act 2014 ( Ireland) ( CA 2014 ( IRL)), subject to certain exceptions. CA 2014 ( IRL) states that this disclosure should be made in one of the following ways: at a meeting of the directors, or by general notice This precedent general notice is intended for use by a director to inform the other directors of an interest in a proposed transaction or arrangement with the company......