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Commercial Law and Practice WS11 D3
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Commercial Law and Practice WS11 D3
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Commercial Law and PracticeSkills Session 11: In-Session Task Suggested Answer
To:
Seramica Limited
Unit 5,
Battersea Park Estate
London SW2 4FG
IN CONSIDERATION of your having at my request agreed to supply 1 agreement at my
request today to continue supplying Jean Claude Amandine (the “Principal”) of 26 Kingston
Road, Surrey KT2 5HR with goods for his trade and business as a interior decorator (“Trade
Goods”) now carried on by him at 12 Richmond Road Surrey TW10 7LR
NOW I, Emily Cooper, also of 26 Kingston Road Surrey KT2 5HR AGREE WITH YOU as
follows:
1. I will jointly and severally GUARANTEE and be answerable and responsible to you
for the due payment by the Principal for all Trade Goods 2 that you may from time to
time at his request supply and deliver to him:3
2
(a) notwithstanding that whether or not I may not have notice of any neglect or
omission on his part to pay for any Trade Goods supplied by you according to
the terms agreed on between you and him, but
1.2.1 so that
PROVIDED THAT my liability under this Guarantee is not to exceed in aggregate the
sum of £10,000.
2 Subject to Clause 1, this Agreement is to be a continuing guarantee to you (within the
above limits) for the whole debt that is contracted with you by the pPrincipal in
respect of Trade Goods to be supplied and delivered to him and, for the avoidance of
doubt, is to be treated as security for the whole debt and not for so much of it as
equals the limit of my liability as stated in Clause 1.2 above.
3. You may at any time or times at your absolute discretion, and without giving any
notice whatever to me refuse further credit or supplies to the Principal and grant to
him or to any drawers, acceptors or endorsers of bills of exchange, promissory notes
or other securities received by you from him or on which he may be liable to you any
time or other indulgence and compound with him or them respectively without
discharging or impairing your my liability under this Guarantee.
4. In order to give effect to this Guarantee I declare that You shall be at liberty to act as
though I were a Pprincipal debtor and I now waive all and any of my rights as
guarantor that may at any time be inconsistent with any of the above provisions. In
particular, and without prejudice to any of the abovethe generality of the foregoing, no
variation of your contract or contracts with the Principal falling within Clause 1 above,
or their mode of performance thereof, shall discharge me from liability under this
Guarantee even though I may not have consented to such variation.
1
This has been amended to avoid concerns regarding past consideration. However, it is not clear in
any event that Emily gets any benefit from the supply to Jean Claude Amandine. The document
should therefore be executed as a deed to avoid any concern regarding consideration.
2
Discuss with Karim whether obligations other than payment obligations for goods should be covered
(eg interest for late payment).
3
Discuss with Karim whether we should insert a clear indemnity here or simply rely on paragraph 4
below.
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