The following Commercial practice note provides comprehensive and up to date legal information covering:
This Practice Note considers the meaning and use of conditions precedent in commercial arrangements. It also considers typical conditions precedent and drafting issues.
A condition precedent in a commercial contract details an event which must take place before:
a contract, or
a party’s obligation(s) under a contract
comes into force. The contract, or the relevant obligation, does not become binding until the condition has been satisfied.
In Nautica Marine Ltd v Trafigura Trading LLC, the judge distinguished between a ‘pre-condition’ to contract (which has the effect of preventing a contract coming into existence altogether) and a ‘performance condition’ (which does not prevent a binding contract coming into existence, but which if not satisfied means that performance does not have to be rendered). While each case will depend on its own individual facts and commercial context, an important determining factor is whether satisfaction of the condition depends on the decision of a contracting party or a third party. A condition is more likely to be a pre-condition than a performance condition where it involves the exercise of a personal or commercial judgment by one of the potential parties. See News Analysis: Negotiating contracts—practical points of interest (Nautica Marine Ltd v Trafigura Trading LLC ('The Leonidas')).
A condition precedent should be distinguished from a condition subsequent. A clause that details, in the case of an existing binding
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This Practice Note discusses Term Loan B (TLB) facilities which frequently appear as a tranche of senior facilities in syndicated loans in leveraged financings. TLBs are an established feature in the US market and increasingly used in the European lending market for institutional investors.This
Involuntary manslaughter—introductionManslaughter can be classified as either voluntary or involuntary. Voluntary manslaughter consists of those killings which would be murder (because the accused has the relevant mental element—hence the label voluntary manslaughter) but which are reduced to
Source of the doctrine of the separation of powersThe origins of the doctrine are often traced to John Locke’s Second Treatise of Government (1689), in which he identified the 'executive' and 'legislative' powers as needing to be separate.‘… it may be too great a temptation to human frailty, apt to
This Precedent letter covers disclosure obligations under CPR 31. It does not apply to proceedings subject to the disclosure pilot scheme under CPR PD 51U. For guidance on the disclosure pilot scheme, see Practice Note: Business and Property Courts—the disclosure pilot scheme. For a client letter on
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