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Commercial Guaranty Agreement Template for England and Wales

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Key Requirements PROMPT example:

Commercial Guaranty Agreement

"I need a Commercial Guaranty Agreement for my company to guarantee a £500,000 loan from ABC Bank to our subsidiary company, with the guarantee period starting from March 1, 2025, and including specific provisions for early termination."

Document background
The Commercial Guaranty Agreement is a crucial risk management tool in English and Welsh commercial transactions. It is commonly used when a creditor requires additional security beyond the principal debtor's covenant, particularly in situations involving substantial financial commitments, property leases, or major commercial contracts. The agreement details the scope of guaranteed obligations, enforcement mechanisms, and the circumstances under which the guarantee can be called upon. This document must be carefully drafted to ensure compliance with English law requirements, including the Statute of Frauds 1677 and relevant common law principles.
Suggested Sections

1. Parties: Identifies and defines the Guarantor, Creditor, and Principal Debtor

2. Background: Explains the context and purpose of the guarantee

3. Definitions: Defines key terms used throughout the agreement including Guaranteed Obligations

4. Guarantee and Indemnity: Core obligations of the guarantor including primary and secondary obligations

5. Duration: Term of the guarantee and conditions for termination

6. Representations and Warranties: Guarantor's confirmations about their capacity and authority

7. Payment Provisions: Terms relating to payments, including timing and method

8. Enforcement: Creditor's rights and procedures for enforcement

9. Preservation of Rights: Provisions maintaining the guarantee despite changes to underlying obligations

10. Governing Law and Jurisdiction: Specifies English and Welsh law as governing law and relevant courts

Optional Sections

1. Security Provisions: Additional security arrangements when the guarantee is supported by specific assets

2. Assignment: Rights and restrictions on assigning or transferring the guarantee

3. Multiple Guarantors: Provisions for joint and several liability when there is more than one guarantor

4. Costs and Expenses: Detailed provisions on allocation of costs and expenses

5. Currency Provisions: Specific provisions for guarantees involving multiple currencies

Suggested Schedules

1. Schedule 1 - Principal Agreement: Copy or details of the main agreement being guaranteed

2. Schedule 2 - Guaranteed Obligations: Detailed list of obligations covered by the guarantee

3. Schedule 3 - Form of Demand: Template for making demands under the guarantee

4. Schedule 4 - Corporate Authorizations: Required corporate approvals and resolutions for company guarantors

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























Clauses

























Industries

Statute of Frauds 1677: Section 4 requires guarantees to be in writing and signed by the guarantor or their authorized representative to be legally enforceable

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of the guarantee and their rights under the contract

Unfair Contract Terms Act 1977: Regulates the use and enforcement of exclusion and limitation clauses in business-to-business contracts

Consumer Rights Act 2015: Relevant if one party might be acting as a consumer rather than a business, providing additional protections

Common Law - Consideration: Legal principles regarding the requirement for consideration in contract formation and guarantees

Common Law - Contractual Interpretation: Principles governing how courts interpret and construe contractual terms and guarantees

Common Law - Undue Influence: Doctrine protecting guarantors from guarantees given under undue influence or pressure

Common Law - Misrepresentation: Rules regarding false statements or representations that induced the guarantee

Limitation Act 1980: Sets statutory time limits for bringing claims under the guarantee

Companies Act 2006: Relevant for corporate guarantors, addressing issues of corporate capacity and authority to give guarantees

Financial Services and Markets Act 2000: Applicable if the guarantee relates to regulated financial activities or services

Insolvency Act 1986: Contains provisions affecting guarantees in situations of insolvency or bankruptcy

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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