Refund Guarantees: 1st Edition (Hardback) book cover

Refund Guarantees

1st Edition

By Mark Davis

Informa Law from Routledge

201 pages

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Hardback: 9780415833677
pub: 2015-04-22
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Description

A refund guarantee is an essential component of almost every shipbuilding project, without which the buyer will be unwilling or unable to proceed.

There is no standard form of refund guarantee in universal usage, and both the form and substance of refund guarantee instruments vary widely from case to case. The ambiguity or uncertainty of the meaning of refund guarantee instruments, against a backdrop of a sharp downturn in the shipping markets, has led to numerous disputes in recent years concerning refund guarantees, which have been the subject of a number of important decisions of the English Courts.

This is the first English law text book dedicated to the subject of refund guarantees. It provides essential guidance as to the issues arising and the pitfalls to be avoided. It analyses the specimen form of guarantee annexed to Bimco’s NEWBUILDCON form, and covers topics such as the circumstances in which the liability of the guarantor may be discharged, and when a builder may be entitled to obtain an injunction to restrain payment under a refund guarantee.

It will be an essential and practical guide for those engaged in the shipbuilding industry, including shipbuilders, shipowners, banks and insurance companies, P&I clubs, and those advising them.

Table of Contents

  1. Introduction
  2. Definitions and characteristics
  3. Contractual and statutory requirements
  4. Construction
  5. Aids to construction of demand instruments and guarantees
  6. Presumption against the imposition of primary liability
  7. Authority of signatory
  8. Local approvals
  9. The BIMCO NEWBUILDCON – Standard Newbuilding Contract – Part II, Annex A (iii) Refund Guarantee
    1. Introduction
    2. Clause 1 Definitions
    3. Clause 2 Guarantor’s Obligation
    4. Clause 3 Indulgence, delay, amendment or variation
    5. Clause 4 Duration
    6. Clause 5 Dispute
    7. Clause 6 No counterclaim or set-off
    8. Clause 7 Currency
    9. Clause 8 Assignment
    10. Clause 9 Governing law and jurisdiction
    11. Clause 10 Notices
    12. Clause 11 Immunity
    13. Clause 12 - 14 Approvals and authorisations

  10. Guarantees issued on behalf of the buyer
  11. Guarantees issued on behalf of the builder
  12. Parent guarantees and letters of comfort
  13. Assignment and novation
  14. Material variation of the underlying contract
  15. Anti-discharge provisions
  16. Discharge of the surety
  17. Vitiating elements in the contract of suretyship
  18. Making demand
  19. Restraining payment
  20. Enforceability of an English Court judgment / London arbitration award

About the Author

Mark Davis is the author of Bareboat Charters, and has over 25 years’ experience as a solicitor in private practice specialising in shipping law.

About the Series

Lloyd's Shipping Law Library

We are proud of our Lloyd’s Shipping Law Library, and rightly so; our collection has the leading titles written by the heavyweight practitioners of the shipping world. Shipping lawyers worldwide will find the information that they need at their fingertips within this library.

This diverse and truly international portfolio covers both wet and dry shipping; for example, we have titles on marine insurance, admiralty jurisdiction, shipbuilding, tug and tow, general average, arrest of ships, and laytime and demurrage. Our key titles include Voyage Charters and Time Charters.

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Subject Categories

BISAC Subject Codes/Headings:
LAW000000
LAW / General
LAW066000
LAW / Maritime