This document discusses various methods for transferring loans between lenders, including novation, assignment, sub-participation, and declaration of trust. It provides details on the legal implications and requirements of each method under English law. Novation requires consent from all parties and can extinguish any related security, while assignment does not transfer obligations and maintains any guarantees or security. Sub-participation transfers only the economic interest and risks, not legal rights, and cannot be used directly against the borrower. Equitable assignment has fewer formal requirements but lacks notification, while statutory assignment directly links the assignee and borrower upon notice.
Steven glaze kansas city gives simple guidance for you in home improvement.
Steven Glaze Kansas City one of the bests building contractor. He focuses on amending an existing structure rather than building latest one. He mainly improves design or performance and increases the home’s value and makes it more adorable to buyers. Of his main functions architectonics, design, and arrangement are main.
This document provides an overview of key concepts related to offer, acceptance, and mutual assent in contract law. It defines mutual assent as both parties knowing the contract terms and agreeing to be bound by them. An offer is a proposal indicating a willingness to enter a contract and must demonstrate serious intent, clear terms, and be communicated to the offeree. Acceptance occurs when the offeree agrees to the offeror's terms. Defects like fraud, misrepresentation, mistake, duress or undue influence can undermine mutual assent.
Taking Perfecting and Enforcing Security In Oman - Part 1
The document discusses legal and commercial mortgages under Omani law. It explains that a legal mortgage involves creating a charge over immovable property, which is perfected by registration with the Ministry of Housing. A commercial mortgage creates a charge over movable assets and is perfected by registration with the Ministry of Commerce and Industries. The document outlines the requirements for creating, registering, and enforcing both types of mortgages. It also addresses taking multiple mortgage charges over a single asset and the priority of such charges.
This document provides an overview of the assessment of damages for breach of contract under Australian law. It discusses the general compensatory approach to damages, outlining the types of losses that can be claimed. It then examines the rule in Hadley v Baxendale, which limits damages to those arising naturally from the breach or within the parties' contemplation. The document reviews the elements of causation and remoteness under Hadley v Baxendale and discusses how to determine when a loss is too remote through an analysis of the likelihood and knowledge requirements. Finally, it analyzes recent Australian cases applying these principles.
This document summarizes the law around tracing trust assets when misappropriated by a trustee. It discusses the differences between tracing in common law and equity. In common law, tracing is allowed if the property has not changed form, but if it has, only damages are available. In equity, tracing is allowed even if the property has changed form or been mixed with other assets. There are also specific rules discussed around tracing mixed assets, between multiple trusts, in bank accounts, and exceptions where tracing is not available such as against a bona fide purchaser or when the property can no longer be identified.
This document discusses strategies a subcontractor can use to pursue payment from the main contractor when faced with a conditional payment clause. Conditional clauses like "pay when paid" aim to shift the risk of non-payment from the main contractor to the subcontractor. The document outlines two alternative bases for a subcontractor's claim: 1) negotiating a direct payment agreement with the employer; and 2) arguing the main contractor failed to fully pursue the subcontractor's claims against the employer as required by law. It also discusses the importance of timing, with the subcontractor systematically requesting evidence and pursuing legal action if needed. Overall, the document advises subcontractors to argue lack of pursuit by the main contractor rather than simply
1. The document contains solutions to 3 questions on business law topics - promissory notes, bills of exchange, contracts of sale, and free consent.
2. Key details are provided on the essential elements of promissory notes and bills of exchange, as well as comparisons between the two instruments. Rights of unpaid sellers are also outlined.
3. Free consent is defined and the document elaborates on what can invalidate consent, such as coercion, undue influence, fraud, and misrepresentation. Examples are given for each case.
The document discusses different types of damages in contract law including compensatory damages, liquidated damages, and penalties. It states that compensatory damages aim to put the injured party in the same position as if the contract had been performed, liquidated damages are a pre-estimate of damages from breach but can be penalties if unreasonable, and penalties will not be enforced by courts.
The document discusses key issues related to a customer filing for Chapter 11 bankruptcy and selling its business as a going concern. It addresses common questions from creditors regarding whether to continue doing business, the likelihood of getting paid in full, negotiations with the potential new buyer, the role of the unsecured creditors committee, and the risk of payments being deemed preferential. While continuing normal credit terms or agreeing to price decreases may help facilitate a going concern sale, there is no guarantee creditors will be paid in full or that the original buyer will be the ultimate buyer. Sitting on the creditors committee provides opportunities to obtain information and potentially influence the process. Not all past payments need to be returned as preferential depending on the specific circumstances.
Steven Glaze Kansas City one of the bests building contractor. He focuses on amending an existing structure rather than building latest one. He mainly improves design or performance and increases the home’s value and makes it more adorable to buyers. Of his main functions architectonics, design, and arrangement are main.
BUS 115 Chap008 offer acceptance mutual assentneogenesis6
This document provides an overview of key concepts related to offer, acceptance, and mutual assent in contract law. It defines mutual assent as both parties knowing the contract terms and agreeing to be bound by them. An offer is a proposal indicating a willingness to enter a contract and must demonstrate serious intent, clear terms, and be communicated to the offeree. Acceptance occurs when the offeree agrees to the offeror's terms. Defects like fraud, misrepresentation, mistake, duress or undue influence can undermine mutual assent.
The document discusses legal and commercial mortgages under Omani law. It explains that a legal mortgage involves creating a charge over immovable property, which is perfected by registration with the Ministry of Housing. A commercial mortgage creates a charge over movable assets and is perfected by registration with the Ministry of Commerce and Industries. The document outlines the requirements for creating, registering, and enforcing both types of mortgages. It also addresses taking multiple mortgage charges over a single asset and the priority of such charges.
This document provides an overview of the assessment of damages for breach of contract under Australian law. It discusses the general compensatory approach to damages, outlining the types of losses that can be claimed. It then examines the rule in Hadley v Baxendale, which limits damages to those arising naturally from the breach or within the parties' contemplation. The document reviews the elements of causation and remoteness under Hadley v Baxendale and discusses how to determine when a loss is too remote through an analysis of the likelihood and knowledge requirements. Finally, it analyzes recent Australian cases applying these principles.
This document summarizes the law around tracing trust assets when misappropriated by a trustee. It discusses the differences between tracing in common law and equity. In common law, tracing is allowed if the property has not changed form, but if it has, only damages are available. In equity, tracing is allowed even if the property has changed form or been mixed with other assets. There are also specific rules discussed around tracing mixed assets, between multiple trusts, in bank accounts, and exceptions where tracing is not available such as against a bona fide purchaser or when the property can no longer be identified.
This document discusses strategies a subcontractor can use to pursue payment from the main contractor when faced with a conditional payment clause. Conditional clauses like "pay when paid" aim to shift the risk of non-payment from the main contractor to the subcontractor. The document outlines two alternative bases for a subcontractor's claim: 1) negotiating a direct payment agreement with the employer; and 2) arguing the main contractor failed to fully pursue the subcontractor's claims against the employer as required by law. It also discusses the importance of timing, with the subcontractor systematically requesting evidence and pursuing legal action if needed. Overall, the document advises subcontractors to argue lack of pursuit by the main contractor rather than simply
This document summarizes the law around breach of trust by trustees. It outlines situations that could constitute a breach of trust, the liabilities trustees face for breaches, potential defenses trustees can use, and examples of specific types of breaches and related cases. Trustees are personally liable for their own breaches and failures to carry out duties properly. They are liable to compensate beneficiaries for any losses caused and must return unauthorized profits. Defenses include beneficiary consent, release, expiration of limitation periods, statutory relief, and acting on legal advice.
Remedies in contract law can be divided into remedies in common law (damages) and remedies in equity (specific performance and injunctions). Damages seeks to compensate the injured party financially for losses caused by the breach, and there are various principles that govern their assessment and recovery, including causation, remoteness, mitigation, and heads of damages such as loss of bargain. Equity remedies seek to compel performance of a contract rather than provide compensation, but are subject to the court's discretion and will not be granted in all cases.
This document discusses evergreen clauses, which allow contracts to automatically renew unless one party provides notice of nonrenewal or termination. It covers key issues like timing of performance, indefinite duration contracts, and terminating such contracts. Effective evergreen clauses are outlined, such as specifying length of terms, notice periods and requirements. State laws may restrict certain auto-renewals by requiring conspicuous disclosure of the clause and advance notice, particularly for consumer contracts.
This document discusses various types of financial instruments, including capital market instruments like equity shares and preference shares, as well as money market instruments. Equity shares represent ownership in a company and give shareholders voting rights and a claim on residual assets. Preference shares have preferential rights to dividends and repayment of capital. The document also covers debentures, bonds, derivatives and money market instruments like treasury bills, certificates of deposit, commercial paper, repurchase agreements, and banker's acceptances.
The document discusses various types of term loans and lease financing. It defines term loans as debt that is scheduled to be repaid in more than one year but generally less than ten years. Term loans typically involve regular payments of both interest and principal. The document also discusses the costs and benefits of term loans versus lease financing. It provides examples of different types of leases and factors to consider when deciding whether to lease or purchase equipment.
Bankruptcy Claims Trading (Series: Bankruptcy Transactions: Advice for the Ad...Financial Poise
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2020/
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2020/
There are three main types of contracts discussed in the document:
1. Contract of indemnity - This is a contract between two parties where one party promises to compensate the other for any losses.
2. Contract of guarantee - This involves three parties, where a surety guarantees to a creditor that a principal debtor will fulfill their obligations.
3. Pledge - This is a type of bailment contract where goods are delivered as security for a debt, with the pawnee retaining the goods until payment is made.
The document discusses various topics related to contracts of agency and guarantee. It defines an agent as a person employed to do acts for another or represent another in dealings with third parties. The key parties in a contract of agency are the principal and agent. It outlines the duties and rights of both the principal and agent. It also discusses special contracts, classification of agents, and the duties of the principal towards the agent and third parties. The document defines contracts of indemnity and guarantee and compares the differences between the two. It concludes with explanations of lien, lienholder, and the different types of liens.
Breach of contract occurs when one party fails to meet their obligations under a contract. There are three main types of breach: anticipatory breach, where a party signals they will not perform before the deadline; actual breach, where a party fails to perform by the deadline or makes performance impossible; and partial breach, where a non-material part of the contract is breached. When a breach occurs, the innocent party is entitled to damages to put them in the position they would have been in if the contract was fulfilled. Remedies for the innocent party include getting the breaching party to reconsider, contacting consumer forums, or suing for damages or specific performance.
This document discusses conditions precedent, representations, and warranties that are standard clauses in syndicated loan agreements. Conditions precedent are requirements that must be met before a borrower can draw down loan funds, such as providing documents showing authorization and financial ability. Representations and warranties provide contractual remedies if statements made about the borrower's legal/financial position are untrue. Both conditions precedent and representations/warranties aim to ensure everything is in order before funds are lent and allow calling back the loan if issues arise.
The document discusses the purposes and limitations of negative pledge clauses. It examines whether an automatic negative pledge clause constitutes a form of security, and analyzes potential remedies for breach of a negative pledge, including damages, injunction, and specific performance. Specifically:
1) A negative pledge aims to maintain equal treatment of unsecured creditors and prevent the granting of security to other lenders, but it does not restrict all unsecured debt. An automatic negative pledge operates as a floating charge that crystallizes upon the creation of prohibited security.
2) Damages are generally not an adequate remedy for breach of a negative pledge since they do not undermine the security granted to other lenders.
3) An injunction may be granted to
This document discusses various aspects of obligations and contracts under Philippine law. It begins by defining an obligation with a penal clause as one that attaches an accessory undertaking, such as a penalty, to ensure performance. It then discusses the effects of penal clauses, including liquidated damages and strengthening coercive force. The document also covers topics like extinguishing obligations through payment or other means, loss of the thing due, and impossibility of performance. It provides examples and exceptions to the general rules regarding these various aspects of obligations and contracts.
A surety bond is a three-party agreement between a contractor, an owner, and a surety company to ensure the contractor fulfills the terms of a construction contract. The surety company prequalifies contractors and guarantees their performance, while contractors must reimburse any losses incurred by the surety. If a contractor defaults, the surety investigates and may complete the project, arrange for a replacement, or pay the bond amount. Subcontractors benefit from payment bonds which allow direct claims against the surety if the contractor does not pay.
This document provides an overview of obligations and contracts law, specifically regarding penal clauses and the extinguishment of obligations. It discusses penal clauses, their purpose and effects, as well as cases related to their application. It also outlines various ways obligations can be extinguished, such as payment, loss of the subject matter, impossibility of performance, and others. Various related legal principles and requirements are explained, with examples provided through case summaries.
This document analyzes the legal mechanisms that allow creditors to potentially receive a "double-dip" recovery in bankruptcy through asserting claims against both a guarantor entity and primary obligor entity for the same debt. It describes how a creditor can receive an allowed claim for the full amount owed against each debtor. It also explains how bankruptcy law treats intercompany claims and claims for reimbursement in a way that prevents offsetting of recoveries, allowing the creditor to potentially recover more than the amount owed from multiple entities. However, it notes there are risks like substantive consolidation that could eliminate this result.
The document discusses the differences between a fixed charge receiver and a Law of Property Act 1925 receiver. A fixed charge receiver is appointed by the lender under the terms of a mortgage deed and acts as an agent for the borrower, while an LPA receiver is appointed under the limited powers granted in the LPA 1925. The fixed charge receiver is responsible for managing and selling the property to repay the lender, but also has residual duties to the borrower such as achieving the best sale price. The document outlines the receiver appointment process and responsibilities in recovering the secured asset for the lender.
This document contains an assignment for a subject on legal aspects of business. It includes 6 questions related to performance of contracts, rights of surety, termination of bailment, performance of sale of goods contracts, anti-competitive agreements, and types of company meetings. For each question, it provides explanations and answers in paragraphs of varying lengths. The questions cover topics such as definitions related to contract performance, rights of sureties against creditors, principal debtors and co-sureties, circumstances for termination of bailment, duties of buyers and sellers, factors considered for anti-competitive effects, and types of statutory, annual general, extraordinary and class meetings.
1) A subcontractor was unpaid for road patching work it performed for Con Edison under a contract. It filed liens and sued Con Edison along with other parties.
2) The case involves complex issues around public improvement liens under New York's Lien Law, including questions around whether the work constituted a public or private improvement and whether valid liens were filed.
3) While the liens themselves may not be valid, the plaintiffs can still potentially recover against Con Edison through trust fund provisions of the Lien Law, as Con Edison received payments for the work and represented that funds would be held in trust for subcontractors.
1) A subcontractor was unpaid for road patching work it performed for Con Edison under a contract. It filed liens and sued Con Edison along with other parties.
2) The case involves complex issues around public improvement liens under New York's Lien Law, including questions around whether the work constituted a public or private improvement and whether valid liens were filed.
3) While the liens themselves may not be valid, the plaintiffs can still potentially recover against Con Edison through trust fund provisions of the Lien Law since Con Edison received project funds and commenced an interpleader proceeding.
What do you understand about Bankruptcy Laws - David Ford Avon CTDavid Ford Avon Ct
This document provides information about various topics related to creditors' remedies and bankruptcy proceedings:
1. It defines different types of creditors' liens like mechanic's liens, artisan's liens, and innkeeper's liens. It also outlines prejudgment attachments and writs of execution that creditors can use.
2. It differentiates between suretyship, where a third party agrees to be liable for a debt, and guaranty arrangements.
3. It provides an overview of the typical steps in a bankruptcy proceeding and compares the different chapters available under the bankruptcy code.
A breach of contract occurs when one party fails to perform their obligations under the terms of a binding agreement. There are two types of breach - anticipatory and actual. Remedies for breach include suing for damages or compensation, an injunction, quantum meruit, rescission of the contract, or specific performance. Damages can be ordinary, special, exemplary, nominal, pre-fixed, or for deterioration. The landmark Hadley v. Baxendale case established that damages must have been foreseeable or naturally arise from the breach.
This document provides an overview of key concepts related to bankruptcy, including types of bankruptcies, common shocks experienced during bankruptcy, out-of-court settlement options, steps to file UCC documents, issues related to distressed debtors, actions creditors can take after a bankruptcy filing is made, and definitions of key terms like reclamation and bankruptcy priorities. The document covers corporate and individual bankruptcy filings and considerations, as well as non-bankruptcy liquidation and restructuring alternatives.
This document discusses pecuniary loss under Malaysian law. It outlines three categories of pecuniary loss - expenses incurred by victims, personal expenses of victims and their families, and business losses. However, business losses are generally not recoverable. Pecuniary loss in Malaysia includes expectation interest (loss of profits) and reliance interest (wasted expenditures). Expectation interest aims to put the plaintiff in the position they would have been in had the contract been performed, while reliance interest compensates for expenses incurred in reliance on the contract. There are exceptions where reliance interest cannot be claimed, such as when losses were due to terms agreed upon in the contract.
Rights of the Parties and Discharge; Remedies for Breach of ContractHelpWithAssignment.com
Business law is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales.It is often considered to be a branch of civil law and deals with issues of both private law and public law.
Remedies for breach of contract include damages, specific performance, and restitution. Damages are monetary compensation to make the injured party whole. Specific performance is a court order requiring a breaching party to fulfill their contractual obligations. Restitution returns any unjust enrichment to the injured party.
Be aware of the legal consequences of issuing guarantee cheques in uaeDr. Hassan Mohsen
The bank Guarantee in UAE is governed under Civil Transaction law No 5 of 1985 owing to its commercial nature heedless of the capacity of the party to whom such an instrument is issued or the reason for which it is issued. The concerned article by Civil lawyers of Dubai not only discuss the meaning of guarantee cheque but the legal consequences surrounding such cheques when issued in UAE.
Illegality as an exception to the autonomy principleAndrea Frosinini
Established fraud is the main accepted international exception to the autonomy principle and the absolute detachment of demand guarantees from their underlying contracts. For a long time it has been a question of doubt and uncertainty as to whether illegality in the underlying contract was also an exception. Another question often asked was whether it was an exception to the autonomy principle, if the demand guarantee itself and/or its underlying contract was contrary to the law, good morals or public policy. In determining whether or not these grounds will constitute an exception to the autonomy principle of the demand guarantee, one needs to distinguish clearly between instances where the demand guarantee itself is against the law, good morals or public policy; and where the underlying contract is illegal, or against the good morals or public policy.
Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Termi...Adam Leitman Bailey, P.C.
Adam Leitman Bailey discusses Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Terminating Commercial Leases and the Secrets of How to Negotiate the Best Abatement/Deferment so both Landlord and Tenant are Happy for AmTrust on 7/15
Analyze the idea behind Binance KYC Bypass and compare it to the KYC policies of other cryptocurrency exchanges. Find out about the dangers of trying to bypass KYC and the verification procedure.
Travel Tech Pitch Deck | ByeByeCity,com - Short Breaks Discovery & Booking Pl...Rajesh Math
ByeByeCity.com is a platform where users can discover and book short breaks by using the only web booking engine in India which uses advanced algorithms to sell Non-Standardised Travel Inventories. It is aggregating a fragmented market to build the long tail of the Travel Market.
ConvertKit: Best Email Marketing Tool for 2024Rakesh Jalan
Front Slide
ConvertKit: Best Email Marketing Tool for 2024
Next Slide
What is Email Marketing?
Email marketing involves promoting products or services via email to potential customers. Tools like ConvertKit enhance the effectiveness of email marketing by helping you reach your target audience and elevate your business.
Next Slide
What is ConvertKit?
ConvertKit is a top email marketing tool, favored by content creators and small businesses. It offers features like automation, landing pages, sequencing, and broadcasting, making it ideal for generating and converting leads efficiently.
Next Slide
Key Features of ConvertKit
1. Landing Pages: Easily create customizable landing pages.
2. Forms: Embed forms on your website to generate leads.
3. Automation: Automate email responses with pre-built templates.
4. Broadcasting: Send personalized emails to thousands of subscribers.
Next Slide
Key Features of ConvertKit
5. Sequencing: Automate email series to convert leads into customers.
6. Integration: Integrate with platforms like affiliate sites and e-commerce.
7. Commerce: Start an e-commerce business without a website.
8. Creator Pro: Advanced features for selling high-cost products.
Next Slide
How ConvertKit Can Help Your Business Grow
1. Convert Casual Visitors: Turn social media followers into subscribers.
2. Build Relationships: Customize emails to build strong audience relationships.
3. Source of Earnings: Use trust to convert subscribers into sales.
Next Slide
Join ConvertKit Affiliate Program
ConvertKit's affiliate program offers free training, premium tools, and a 30% commission for referrals.
Next Slide
ConvertKit Pricing Plans
ConvertKit has Monthly and Yearly plans with Free, Creator, and Creator Pro tiers. Start with the free plan and upgrade as needed.
Next Slide
ConvertKit Alternatives
1. Mailchimp: All-in-one marketing platform.
2. GetResponse: Focus on landing pages and email lists.
3. ActiveCampaign: Advanced follow-up sequences.
4. AWeber: Building mailing lists and designing newsletters.
Next Slide
ConvertKit vs. Mailchimp
- Automation: ConvertKit offers advanced options.
- Landing Pages: ConvertKit has more templates.
- Customer Support: ConvertKit offers 24/7 support in all plans.
- Email Sending Limit: ConvertKit allows unlimited emails.
- Migration: ConvertKit offers free migration services.
Next Slide
ConvertKit vs. GetResponse
- Simplicity: ConvertKit is user-friendly for small businesses.
- Sequencing: Easier to use in ConvertKit.
- WordPress Plugin: Available in ConvertKit.
- Charges: No charges for duplicate signups in ConvertKit.
Next Slide
Conclusion
Email marketing is an excellent method to showcase your business and sell high-value products. ConvertKit is a robust tool to help you reach your target audience and start earning.
PROVIDING THE WORLD WITH EFFECTIVE & EFFICIENT LIGHTING SOLUTIONS SINCE 1976PYROTECH GROUP
Simple Ways to Make Your Commercial Space More Energy Efficient
In today's world, being energy efficient isn't just good for the planet—it's also good for your wallet. Whether you run a small shop or a large office building, there are plenty of simple steps you can take to reduce your energy consumption and save money on utility bills. Let's dive in!
1. Upgrade Your Lighting: One of the easiest ways to save energy is by switching to energy-efficient lighting options like LED bulbs. LEDs use significantly less energy than traditional incandescent bulbs and last much longer, so you'll save money on both energy and replacement costs in the long run.
2. Install Motion Sensors: Do you have areas in your commercial space that aren't always in use, like storage rooms or bathrooms? Consider installing motion sensors that automatically turn lights off when no one is around. This simple addition can lead to significant energy savings over time.
3. Optimize Heating and Cooling: Heating and cooling can account for a big portion of your energy bills, especially in larger commercial spaces. To save energy, make sure your HVAC system is properly maintained and consider investing in a programmable thermostat. You can also encourage employees to dress in layers to reduce the need for excessive heating or cooling.
4. Seal Leaks and Insulate: A well-insulated building is more energy efficient because it retains heat in the winter and keeps cool air in during the summer. Check for drafts around windows and doors and seal them with weather stripping or caulking. Adding insulation to walls, floors, and ceilings can also make a big difference in your energy consumption.
5. Use Energy-Efficient Equipment: When it's time to replace old appliances or equipment in your commercial space, opt for energy-efficient models. Look for the ENERGY STAR label, which indicates that the product meets strict energy efficiency guidelines set by the Environmental Protection Agency.
6. Encourage Energy-Saving Habits: Sometimes, the simplest changes can have the biggest impact. Encourage employees to turn off lights and electronics when they're not in use, unplug chargers and other devices when they're fully charged, and use natural light whenever possible.
7. Conduct an Energy Audit: If you're serious about improving energy efficiency in your commercial space, consider hiring a professional to conduct an energy audit. They'll assess your energy usage and identify areas where you can make improvements, ultimately helping you save even more money in the long run.
8. Educate and Involve Employees: Finally, don't forget to involve your employees in your energy-saving efforts. Educate them about the importance of energy efficiency and encourage them to come up with their own ideas for saving energy in the workplace. When everyone is on board, you'll see even greater results.
LED , Lights , Manufacturers in India , Efficient Lighting , Quality Products
NewBase 05 July 2024 Energy News issue - 1736 by Khaled Al Awadi_compresse...Khaled Al Awadi
NewBase Energy is pleased to present you with the latest energy NewBase 05 July 2024 Energy News issue - 1736 by Khaled Al Awadi , Founder & S. Editor.NewBase Energy is pleased to present you with the latest energy NewBase 05 July 2024 Energy News issue - 1736 by Khaled Al Awadi , Founder & S. Editor.NewBase Energy is pleased to present you with the latest energy NewBase 05 July 2024 Energy News issue - 1736 by Khaled Al Awadi , Founder & S. Editor.NewBase Energy is pleased to present you with the latest energy NewBase 05 July 2024 Energy News issue - 1736 by Khaled Al Awadi , Founder & S. Editor.NewBase Energy is pleased to present you with the latest energy NewBase 05 July 2024 Energy News issue - 1736 by Khaled Al Awadi , Founder & S. Editor.
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ADANI WILMAR PREDICTS GROWTH IN ITS SALES VOLUME THIS FISCAL YEAr.pptxAdani case
Adani Group will surpass these figures and experience a more significant increase in the price value. This will give the conglomerate’s business excellent exposure. It will also be able to recover from the struggle that the company was suffering after the Hindenburg Report Adani.
1. Loan Transfers
Methods - novation, equitable and statutory assignment, funded and risk sub-participation,
proceeds assignment and declaration of trust. Not all of these methods imply transfer of
the rights and obligations arising under the loan contract.
Reasons for transfer for the original lender:
1. To spread the risk involved in the loan
2. To release funds committed to the loan for further lending
3. To eliminate the risk of increased costs of the loan (e.g., if the borrower’s
creditworthiness declined)
4. To generate income, i.e. a fee, or by retaining part of the interest payment due under
the loan, while at the same time passing the risk to the new bank
5. To reduce exposure to a particular geographical area or industry or borrower
6. To comply with the requirements of the regulator, e.g., in connection with the fact
that amount of loan assets of a bank has exceeded its capital
Generally:
7. To provide access to this lending market to smaller banksthat couldn’t participate in
the original loan
Novation
Novation doesn’t transfer rights and obligations, but is a cancellation of the old contract
and its substitution by a new contract - the rights and obligations of the borrower, all of the
lenders and other parties in relation to the old lender are discharged and replaced by the
same rights and obligations in respect of the new lender.
Advantage: 1. enables the transfer of obligations which cannot be transferred by
assignment (obligation to lend) - Tolhurst v Associated Portland Cement Manufacturers
(1900) Ltd.; 2. it’s a clean break on a facility which is not fully drawn; 3. No stamp duty is
payable (as compared to statutory assignment);
Disadvantage: requires the consent of all the parties to the original and the new contracts
(Aktion Maritime Corp of Liberia v S. Kasmas& Brothers (The Aktion)). Solutions: 1. LMA
loan contract obtains advance consent from all parties (provided that provisions on
procedures and restrictions are observed).Carlill v Carbolic Smoke Ball Co - an offer can be
made to the whole world and acceptedby the conduct of the offeree without notice of
acceptance to the offeror. In a loan agreement, the offer by all parties to an existing lender
and a prospective new lender to cancel the old contract is accepted by the lender’s
following the procedure in the contract.No changes in terms are allowed, which typically
needs the consent of the majority lenders and the borrower. 2. A form of novation -
Substitution Certificate: the borrower signs the certificates evidencing his debt in
convenient denominations at the inception of the loan, including the borrower's consent to
subsequent novation.
Novation vs variation: Substitution of one lender for another may merely be a
variation.Distinction between variation and novation rests on the intention of the parties.
Novation means complete extinction of the first and formal contract, and not merely the
desire of an alterationof the existing contract(Morris v Baron & Co.).
Novation of a secured loan: termination of the original contract automatically
extinguishes the security. If a new security is obtained, there will be a loss of ranking over
other security interests created in respect of the same assets, since ranking is determined
by the date of creation. Also, in case of insolvency liquidators may challenge the security
within acertain periodupon its creation. Solutions:
2. 1. Use assignment to transfer the lender’s rights to which the security attaches, and
novation to transfer its obligations;
2. More common - in the original loan contract the borrower grants security in favour of a
security trusteefor the benefit of the current lenders, so the security is not affected by the
change of lenders (British Energy Power & Trading Ltd v Credit Suisse).This approach can
also be used for guarantees (Habibsons Bank Ltd v Standard Chartered Bank (Hong Kong)
Limited). Security also attaches to a collateral obligation under which the borrower is
obliged to pay the security trustee the same sums as are owed to the lenders – in case of
breach by the borrower, the security trustee can enforce the security.
Assignment
Assignment cannot be used to transfer obligations (Tolhurst v Associated Portland Cement
Manufacturers (1900) Ltd). Advantages over novation: 1. Guarantee or security under the
loan does not terminate; 2. No need for consideration (Re Westerton, Public TrusteevGray);
3. Subject matter of the assignment doesn’t constitute insolvent assignor’s estate (Gorringe
v Irwell India Rubber &GuttaPercha Works). 4. Consent of the parties is not required (Olsson
v Dyson), but the loan contract may stipulate for this. 5. Doesn’t require notice to the
debtor.
Under English law assignment of future property (which doesn’t exist or hasn’t been vested
on the lender) is possible, provided there is consideration, intention to transfer proprietary
interest and the assets are sufficiently identified.
If an unassignable debt is assigned, under English law there is no assignment of the debt
but there is a contract between purported assignor and assignee.
Important principle of assignment: the borrower cannot be made worse off by the
assignment (Dawson v Great Northern & City Railway Co.). Market disruption clause
(lender can charge cost of funds exceeding the one as per the loan agreement) and
increased costs clause (lender can charge for a reduction in the rate of return as a result of
change in law). If the withholding tax grossing-up clause or other increased costs clause
entitle the assignee to demand more funds from the debtor than the original lender, the
assignee is unable to claim the additional sum. The assignee assumes only the rights
against the debtor that the assignor had, so if the debtor had a counterclaim against the
assignor, it will also have it against the assignee.
An assignment is not invalid even if the necessity for litigation to recover it is contemplated
(Lordsvale Finance v Bank of Zambia;Camdex International v Bank of Zambia).
Applicable law - The governing law of the loan contract is used to determine whether the
loan is assignable. The law governing the contract of assignment deals with matters such as
whether the requirements of the assignment have been met, what is the effect of the
assignment and what rights the assignee acquires against the debtor.It is suggested that
priority between different assignments is determined under the governing law of the
original debt.
Equitable assignment (EA)
No prescribed form (TailbyvThe Official Receiver), need not be in writing, unless it’s EA of a
subsisting equitable interest (if assignee assigns its right) (Law of Property Act 1925,
s.53(1)(c)). There should be some act of the assignor to assign and acceptance by assignee.
There must be a clear intention to assign, the subject matter and the assignee must be
identifiable at the time of the assignment. EA can cover part of the debt (In re Steel Wing
Corpn Ltd [1921]).
Reasons for use of equitable assignment - Lender may wish: 1. For the borrower not to
know about the assignment; 2.Not to transfer the whole loan; 3. Not to pay a high stamp
3. duty which is mandatory if the assignment is executed in the UK. However, unstamped
document which requires stamping cannot be used in evidence in a court. The following
options are used: 1. The parties execute the documentin a jurisdiction which does not have
its own stamp duty, and bring it to England when it is necessary to sue on it (and pay the
stamp duty only then); 2. Not pay the duty and face the penalty if it is necessary to sue on
the document. 3. Not have a written document of transfer, thus, legitimately not pay any
duty. The buyer will need written evidence – seller sends written offer to the buyer to sell
the loan, stating that it can be accepted by mere payment – the buyer pays. Parties should
avoid a written document of transfer.Onsale of loan using assignment is to be in writing.
Problems with EA:
Claims: to make an action against the borrower, assignee should join the assignor, and if it
objects, name the assignor as co-defendant with the borrower. Solution: irrevocable PoA
granted by the assignor to the assignee at the time of EA.
Lack of notification (also refers to statutory assignment before the time of the notice
to the borrower): 1. borrower will continue to obtain a good discharge by paying the
original lender(OL)– risk of losing funds in case of OL’s insolvency/dishonesty; although
such funds are held by the OL on trust (International Factors Ltd v Rodriguez), they could
be dissipated before the assignee is paid; 2. borrower may be able to set-off debts due from
the assignor against claims under the loan contract – risk in case of the assignor’s
insolvency (also see “Notice-related issues” below).
Statutory assignment (SA)
SA creates direct relationship between the borrower and the assignee (s. 136(1) of the Law
of Property Act 1925)–borrower pays to the assignee; assignee may sue in its own name.
The assignee obtains all the rights against the borrower.
SA must be: 1. In writing; 2.Of the whole debt only; 3.Notice to the borrower – is to be given
prior to making an action on the assignment.
If the assignment does not comply with these requirements, it may still take effect as EA.
There are no mandatory requirements onhow the SA should be written, but presumably it
should be similar to the contents of EA, as specified above. The inaccuracy of the
information on the notice to the borrower on the SA may render it ineffective (W.F.
Harrison & Co Ltd v Burke), the notice should enable identification of the debt and of the
person to whom payment should be made.
Notice-related issues
1. The rule in Dearle v Hall: priority between competing assignees is determined by the
order in which they give notice to the debtor (i.e., the debtor will pay to the one of the
competing assignees who is the first to give the notice to the debtor).
2. The assignee takes subject to equities existing at the time of notice to the borrower - defects in
the title of the assignor or debt which accrues due before notice, or debt which arises out of the
same contract or is closely connected to it, may be set off against the assignee (Business
Computers LtdvAnglo-African Leasing Ltd).So, after the notice is given, no new equities or
counterclaims may be established. Therefore an assignee mayrequire representations from the
lender that no set-off exists.The assignee’s recourse is to the assignor for any shortfall in its
claim against the borrower on the assigned debt arising from the set-off.
Sub-participation (SP)
The lender (the grantor, seller or lead bank) enters into a back-to-back agreement with
another party (the grantee, buyer, sub-participant or participant) whereby that other party
assumes all or part of the risk involved in the loan contract. SP gives the sub-participant no
4. rights under that contract: the sub-participant only acquires rights against the lender, not
against the borrower (Lloyds TSB Bank plc v Clarke and Chase Manhattan Bank Luxembourg
SA). Sub-participant may itself grant a sub-participation (Socimer International Bank Ltd v
Standard Bank London Ltd (No 2)), assign or novate its rights under SP (BanqueFinanciere
de la Cite SA v Westgate Insurance Co.).
SP allows trading in debt which has transfer restrictions (Lloyds TSB Bank plc v Clarke and
Chase Manhattan Bank Luxembourg SA) or if the borrower objects to the transfer (Royal
Bank of Scotland plc v Highland Financial Partners LP), since it does not require the
borrower’s consent. SP, unlike an assignment, permits the economic effect of an obligation
to be transferred; allows to avoid tax liability arising in assignment or novation (due to the
transferee becoming the lender of record); avoids problems with security and guarantees
supporting the loan and with hardening periods in insolvency law; allows to remove the
loan for the lender’s capital adequacy requirements; payments from sub-participant
arenotnormally caught by the sharing clause in the loan contract.
Funded SP - debtor-creditor relationship between the lender and the sub-participant: sub-
participant pays the lender a sum equivalent to the loan, if the borrower defaults, the
lender retains the equivalent amount from the funds received from the sub-participant.
The lender pays to the sub-participant out of its own funds a sum equivalent to the
payments of interest and capital received from the borrower (Lloyds TSB Bank plc v Clarke),
but only if the borrower makes a payment (Adolfo Altman v Australia and New Zealand
Banking Group Ltd).
Sub-participant cannot use the clauses of the loan agreement in connection with increased
cost of funds (MAC, market disruption clauses). The lender is not acting as an agent of the
sub-participant in the loan contract.Funded SP removes the loan from the calculation
oflender’s capital adequacy ratio (although it remains on the lender’s balance sheet).
Risk SP–payment by the participantis contingent on the borrower’s default; the participant
is paid: a fee irrespective of such default, and the equivalent of any payments received from
the borrower after default. It is advisable that participant’s obligations terminate upon the
lender’s insolvency, since payments from the participant and borrower fall into general
assets for unsecured creditors.
Risk SP is less effective for removing the loan for regulatory purposes, because the sub-
participant may fail to pay on the borrower’s default. In case of borrower’s default the
participant, by virtue of having indemnified the lender, can make the same claims against
the borrower as would have been available to the lender(Orakpo v Manson Investments
Ltd).
Problems with SP generally: 1. participant cannot bring an action against the borrower –
depends on the lender managing and enforcing the loan. Solutions: 1). SP agreement may
state that the lender will not transfer/grant security over the right of action under the loan
(lender may object to such solution); 2). Require the lender to give a PoA for the
participant to enforce the loan in its own name – but such PoA will not be irrevocable, and
the lender may refuse (since the participant could thus be put directly in contact with the
borrower).
2. lender may be demotivated to protect rights under the loan contract if it isn’t interested
in it – e.g., the lender may fail to monitor the borrower’s compliance with the covenants.
Protections for the participant - Promise of the lender to: 1. notprejudice the rights of the
participant; 2. notify the participant of notices from other parties to the loan or any event
of default; 3. administer the loan with the same care as transactionson its own account (not
very clear and is usually limited by exclusions);4. Consult with or defer to the participant
before amending the loan contract (Al-Bank Al Saudi Al-Alami Ltd v Arbuthnot Latham Bank
Ltd) – problematic if the lender has granted several sub-participations (may create
5. difficulties with other participants)/ retained interest in the loan. To solve the problem
with other participants, the SP agreement can include a clause similar to the one dealing
with syndicate management in loan contracts;5. The SP agreement may state that upon a
certain event the lender will procure that the participant is elevated to the lender, or rights
and obligations under the loan shall be transferred to a third party, which will be obliged to
conclude the SP agreement with the same participant. Such clauses are difficult to draft, the
lender may be reluctant to include them. If elevation was shortly after insolvency, it can be
unwound by the liquidator (Insolvency Act 1986, s.239).
Problems with funded SP: 1. Participant in a funded participation runs a double credit
risk (Lloyds TSB Bank plc v Clarke and Chase Manhattan Bank Luxembourg SA; Altman v
Australia and New Zealand Banking Group Ltd; Socimer International Bank Ltd v Standard
Bank London Ltd (No 2)): 1). Borrower’s insolvency means no payments to the participant.
Borrower’s balance with the participant cannot be set-off against the borrower’s debt; 2).
Participant doesn’t benefit from security/guarantee under the loan contract. 3). As per the
SP agreement, if the loan is rescheduled, the SP interest is subject to the new terms.
2.Upon payment from the borrower, lender may be restricted from paying the participant,
or participant may be restricted from receiving it, or lender goes into insolvency before
payment. In case of insolvency the participant will be an unsecured creditor; also, SP
agreement can be set aside on the grounds of undervalue or preference in insolvency
proceedings.
Solutions: 1. Lender declares a trust over the loan and the proceeds – better to document
it as proceeds assignment to avoid the lender being characterized as an agent. 2. Lender
grants security to the participant over the lender’s rights, payments and security under the
loan – lender may be reluctant to do this, and such security may be unenforceable in case of
insolvency1.
3.If the underlying loan is refinanced and the funds come from new lenders, the OL shall
pass them to the participant and the SP terminates. If funds come from OL – not clear if the
participant should pay its share.
Problem with risk SP: if the loanis syndicated, with a sharing clause obliging lenders to
share payments received from any source, payments from the participant are shared with
the other lenders – this means shortfall of the lender triggering further payment from the
participant, which will also be shared, etc.
Proceeds assignment (PA), AKA proceeds trust
PA doesn’t involve any assignment, but involves a declaration of trust - beneficiary obtains
a proprietary interest in a contingent right to payments by the borrower as soon as they
are made to the lender. Plus - such funds are not available to the lender’s general creditors,
the participant receives the funds paid by the borrower. No notice to the borrower is
required. No requirements to the form, but there must be intention to hold funds on trust
for the benefit of the transferee as soon as they reach the lender (e.g., if as per the
agreement such money is held on a special account).
Problem: lender’s insolvency before the borrower pays – transferee cannot sue the
borrower (lender’s right to sue is not assigned), liquidator is not interested in enforcing the
debt.Solution: lender retains a small part of the loan, or to agree that the lender acts as a
collection agent for a fee. This will motivate the liquidator to enforce the debt.
Transfer by way of trust, AKA benefits trust
1Another option - transfer the lender’s interest in the loan to a third party, this party grants
SP – is not a viable one.
6. Effect similar to novation or assignment – declaration of trust over the benefit of the
contract (Milroy v Lord (1862) 4 De G.F. & J. 264; Re Turcan; Linden Gardens Trust
LtdvLenesta Sludge Disposals Ltd).Lender has legal interest, but holds beneficial interest for
the transferee. In proceeds trust (see above), the subject is the payment received from the
borrower, while in a benefits trust (BT) the subject is the rights the lender has against the
borrower. Unlike assignment, in BT the borrower continues to pay to the lender (while in a
notified assignment the borrower pays the assignee), and the beneficiary cannot bring
action against the borrower (while an assignee can).
To confirm there is a trust, there must be intention to create it, clear subject matter and
beneficiary (Milroy v Lord; Re Turcan; Linden Gardens Trust LtdvLenesta Sludge Disposals
Ltd).
Don King Productions Inc v Warren: the contracts could not be assigned, so it was held the
intention of the parties must have been to declare a trust over the benefits of it (although
this position was later criticized). Also held that non-assignment clause in the management
contracts did not apply to a declaration of trust. However, the contractor under the
relevant contract may be reluctant to be in a direct relationship with the beneficiary (i.e.,
beneficiary may be allowed to enforce the obligation directly, wind up the trust and require
the trustee to transfer the trust property). The court may modify the effect of trust law for
commercial reasons –in this case judges suggested the court would be hesitant to permit a
beneficiary to sue directly by joining the trustee.
General issues relating to transfer
Non-transfer clauses
A clause may be included into the loan contract restricting transfers or requiring the
borrower’s consent for a transfer. English courts broadly rejected the idea that restrictions
on transfers are contrary to public policy.
Reasons:
1. Borrower will not be able to set up new equities and set-offs against a transferee
2. Despite the notice of assignment, there is a risk that the borrower’s finance office
might pay the wrong person (especially if parts of the loan are assigned to different
persons – this risk can be diminished if the loan contract prohibits transfers below a
certain amount)
3. Sovereign states or central banks may wish to restrict the categories of entities that
can acquire their debts (Barbados Trust Co Ltd v Bank of Zambia)
4. The borrower may want to avoid becoming bound to a transferee dealing in
distressed loans
Consent to transfer
Non-transfer clauses can be absolute (less common) or qualifiedprohibition on transfer.
LMA, clause 24.1 – assignment or transfer is subject to the borrower’s consent.
Example of qualified restrictions – in Essar Steel Ltd v The Argo Fund Ltd, transfers were
permitted to “a bank or other financial institution”, and the court held that the transferee
did no have to resemble a bank; the Court of Appeal held that the transferee could be a
legally recognized form of being doing business concerning commercial finance.
Under the LMA, where the transfer requires the borrower’s consent, it must not be
“unreasonably withheld or delayed” (as per LMA, the borrower is deemed to have
consented 5 business days after the request),the request for the consent must be given as
per the contract.Under the LMA, therequest for consent must go through the agent, so the
deeming period (5 days) begins when the agent delivers the request.
7. Where there is a transfer to an existing lender or its affiliate, consent is not required. The
borrower can refuse when the transferee falls within the list of entities to which a transfer
can be made (the fact that it is included in this list does not constitute the borrower’s
consent).
“Unreasonable refusal of consent”: 1. Narrow view: borrower can reasonably refuse
when the assignment would cause increased liabilities under a tax gross-up clause or an
increased cost clause. When applying this view one should consider the circumstances of
the particular credit. Little authority to support this view.
2. Broad view (J. Oldnall and M. Clark, “The Age of Consent”): refusal at the borrower’s
discretion. Authority: 1). The right of a lessor to refuse consent to the assignment of
tenant’s rights; 2). Discretion conferred by contracts.
The approach states that a reasonable refusal is determined in each case by reference to
the borrower's position and the specific situation.
Whether the borrower can refuse on the grounds beyond the subject matter of the loan
contract (e.g., the type of the lender) – if the contract requires consent of the borrower, this
can mean that issues beyond the subject matter can be taken into account. In the landlord-
and-tenant cases, the courts have supported the idea that the landlord’s interest in the
identity of the tenant is a significant consideration. So, the broad view also supports that
the borrower could reasonably refuse consent to a transfer to, e.g., a vulture fund.
Criticisms of the broad view: reasonable refusal must relate to the contract and not
extrinsic issues (British Gas Trading Ltd v Eastern Electricity).Besides, if the borrower
refuses the transfer because of the new lender’s identity, it is generally difficult to persuade
the courts that the identity of commercial parties is of relevance.
The borrower’s wrongful refusal from the contract has no effect, however, the borrower is
not in breach of the contract for this. Where the lender does not seek consent because it
argues that the borrower could not reasonably have refused, the Court of Appeal seems to
uphold that the assignment would not be effective.
Breadth of the prohibition – what types of transfers are restricted? Depends on the
wording, but if properly worded can apply to all types. Non-assignment clause doesn’t
prohibit a declaration of trust (Don King Productions Inc v Warren). The judge admitted
that it is possible to have a clause prohibiting declaration of trust, but restrictions in the
contract cannot be extended to other types of transfer (Barbados Trust Co Ltd v Bank of
Zambia). If the lender breaches a non-transfer clause, the relevant transfer will be
ineffective (Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd).If the transfer is
ineffective, the transferee should still be able to bring an action against the transferor on
the transfer agreement (although there is a decision to the contrary - Helstan Securities Ltd
v Hertfordshire County Council). In Linden Gardens Trust Ltd v Lenesta Sludge Disposals
Ltdit was said that the assignment contract would not be affected by the breach of the no-
assignment clause, so that the assignee could bring an action for a breach of the contract.
Liability of the transferor – if the borrower defaults after a transfer, can the transferee
seek to recover its loss from the transferor?
The transferor is unlikely to have fiduciary duties with respect to the transferor (New York
courts have rejected the existence of a fiduciary duty in loan transfers in the absence of
such clear intention). Usually the transfer agreement states that the transferee has done
the due diligence and thus exclude the transferor’s fiduciary duties, and may exclude action
for misrepresentation or negligence. E.g., in National Westminster Bank plc v Utrecht-
America Finance Co.the court upheld that a transfer clause can exclude all potential liability
of the seller to the purchaser.
8. Confidentiality – the lender must obtain consent of the borrower to disclosure of
information to the transferee, which is implied when the borrower consents to a transfer
(but better to include the borrower’s confidentiality waiver for transfer purposes into the
loan contract). The transferee is not bound to keep confidential the borrower’s
information disclosed before the transfer. Partial solutions: 1) To argue that such
disclosure to the transferee still creates confidentiality obligations; 2). To include into the
transfer agreement the transferee’s confidentiality obligations.