Legal advice: for a ship financing transaction [stationery of the law firm providing the opinion] [insert name and address of lender] [insert balance sheet date] Dear [insert name of organization] Facility agreement of [insert name of lender] (lender) and [insert name of borrower] (borrower) (the facility agreement) We refer to [insert clause number requiring submission of Legal Opinion] of the facility agreement. Such notice shall be issued in accordance with this clause. Unless otherwise defined in this Notice, terms defined in the Facility Agreement have the same meaning when used in this Notice. This notice is governed by English law and is subject to the exclusive jurisdiction of the English courts. 1 Background 1.1 This notice deals with the English legal aspects of a transaction (the Transaction) where [insert description of the transaction]. 1.2 We acted as English legal advisor to [insert names of clients] in connection with the transaction. 1.3 This notice is limited to the matters referred to in paragraph 3 and is formulated only in relation to English law at the time of this notice. 2 Documents Reviewed and Research Conducted 2.1 We reviewed the following documents [original OR digitized] [signed OR approved OR draft] related to the transaction: 2.1.1 the Facility Agreement [and any other documents related to the Facility] described in Part A (the financing documents); 2.1.2 where two parties have entered into a contract that one of them has breached, the damages to which the other party should be entitled for that breach shall be considered natural, just and reasonable, that is, in the ordinary course of events arising from the breach itself or as could reasonably be assumed; that it was born during the examination of the contract. In the particular circumstances in which the contract was actually concluded, notified by the plaintiff to the defendant and thus known to both parties, the damage resulting from such a breach of contract, which they would reasonably consider, would be the amount of damage that would normally result from a breach of contract. In those particular circumstances, which were totally unknown to the infringer, he could, at most, have examined the amount of damage that would generally result from such a breach and the large number of cases which are not affected by any particular circumstance. The word contemplation is considered more precise to describe the state of mind required for the functioning of the second branch of the rule, than foresight or reasonable foresight.

With respect to consideration, the plaintiff does not need to prove that the parties have examined the breach or that a person reasonable in the defendant`s situation would have concluded, having regard to the issue, that the type of damage given was likely to occur. If a seller knows that he is not the owner of immovable property, he is liable for special damages suffered by the buyer as a result of the buyer`s non-performance. The term “removal of damage” refers to the legal review at the end of which it is decided what type of damage caused by the breach can be remedied by the award of damages. A distinction was made with the notion of measurement of damage or quantification, which referred to the method of valuing cash compensation for a particular consequence or loss that was not considered too remote. One of the objections raised by the defendant was the remoteness of the consequences, that is, the evil of the child was the immediate cause and the neglect of the servants a distant cause. It is essential that the chain`s contracts be concluded on substantially similar terms if a recoverable amount for breach of the last contract is to be the measure of compensation for a similar breach upstream of the chain. The question arises as to how much variation in terms is sufficient to break the chain. The chain may also be interrupted if the buyer becomes aware of the material defect before reselling it to a third party. From: Elimination of Damages in A Dictionary of Business and Management » This general principle imposes on the plaintiff a higher degree of consideration of the likelihood of special injury than the corresponding general principle of tort or tort. Reasonable foreseeability is a criterion of distance in tort law, in the case of a contract, a much higher degree of foreseeability is required, i.e.

a serious or actual possibility that the damage will occur. As a result, the damages in the contract are more limited than in the tort. In H Parsons Ltd v. Uttley Ingham and Co. Ltd,[3] the defendant ignored the fact that the feed supplied to the plaintiff had to be properly ventilated, resulting in the death of several of the plaintiff`s pigs. The above-mentioned criterion of damages in the contract was considered to have been met, since the defendant could have considered a serious possibility that the pigs would fall ill. Accelerate all aspects of your legal work with tools that help you work faster and smarter. Win cases, close deals and grow your business, while saving time and minimizing risk.

Search: “Remoteness of damage” in Oxford Reference » To determine whether the damages claimed are too far apart, it is examined whether the damage is so significant that it must have been considered by the parties as a possible consequence of the breach. If this is the case, it cannot be considered too far away. Damage is assessed on the basis of the natural and probable consequences of the violation. Real knowledge must be demonstrated Knowledge is not just recklessness and negligence. In Arun Mills Ltd v. Dhanrajmal Gobindram[1], it was established with respect to the removal of damage and, until recently, it was fair to say that, subject to the decision in The Parana, the Damage Removal Act was codified in a contract by the Hadley/Baxendale decision. The parties may expressly provide in their contract for the assessment of damages. If this is not the case, the test is applied by law in the form of revocation regulations, which indicate the extent of the liability that the promisor implicitly assumes. It should be noted that there is a two-way allocation of risk, with the promisor implicitly assuming responsibility for the usual consequences of breaking a promise and the promisor implicitly accepting the risk of other consequences.

For example, if the promisor is protected by the term excluded liability for damages, the promisor accepts the risk of such damages and promises not to hold the promisor liable for the consequences covered by the exclusion or limitation clause. The Promise expressly undertakes not to hold the Promisor liable for any unusual consequences, and the Promisor is liable for an unusual type of loss if advised of the risk and expressly or implicitly accepts responsibility for it. The mere fact that the plaintiff concluded the contract with a third party relating to the subject matter of the contract, since the contract has been breached, does not affect recoverable damage, unless that contract was a matter for the party who committed the breach. This principle is based on the valid justification that it does not matter what the buyer intends to do with the purchased goods. Therefore, a seller of defective goods cannot rely on the buyer`s resale contract to prove that the buyer resold the goods at a price higher than their market value.