Whether the argument of jurisdiction will prevail is a question of fact and often depends on the language of the guarantee, the nature of the modified obligations of the guarantor and, finally, the principles of equity. The only sure way to keep this guarantor is with explicit agreement. Many have criticized the original warranty law, in part because of uncertainty about the New York City Council`s intention to apply only to personal warranty clauses in commercial leases or to stand-alone personal warranties. See int. No. 1932-A/Local Law 55 of 2020 (the “Warranty Act”). Many also asked whether the guarantee law had the effect of completely and permanently abolishing the guarantor`s obligations or only a temporary moratorium on performance. While a duly drafted guarantee states that the secured liabilities contain the MSA`s original obligations, as they may be amended from time to time, the argument of the jurisdiction doctrine will not disappear if the guarantor explicitly acknowledges the new conditions or expressly waives any future modification. It is therefore advisable, if possible, to obtain a confirmation of the warranty at the time of the modification of the MSA. A new confirmation can take many forms. A usual form is in the form of an adhesion to the modification, defined according to the signature blocks of the parties to the modification.
Here`s an example of Joinder: You signed a contract with the U.S. subsidiary of an India-based service provider and the Indian parent company issued a guarantee. A few years later, you amend the original framework contract (MSA) in order to broaden the scope or extend its duration, and you are faced with the question of whether you need the guarantor to resaturate the fact that the guarantee for the MSA in the modified version remains in force – the best way to proceed is for you to do so. If there is a substantial change in the guaranteed liabilities and you do not get that additional confirmation or confirmation, the courts have effectively found that the guarantor could be exempted from liability under the doctrine of jurisdiction. See Triodos Bank NV v. Dobbs (2005) (release of guarantor, as the amended terms were considered a “replacement” and not a “change”). The Triodos case opened the door for guarantors to challenge the amended agreements that allowed the courts to pave the way through a number of cases for the authors in order to guard against these challenges, by including in their guarantees a certain “unconditional” language, even in the face of substantial changes. See Citicorp Leasing, Inc. v. Kusher Family Ltd. P`ship (S.D.N.Y.
14 July 2006) (with the conclusion that the guarantors had accepted a broad “absolute and unconditional” guarantee). *Can premium content be excluded Do you already have an account? Register now “I find the lexology service invaluable. Like many in-house lawyers, I have limited access to resources (and a limited budget) and need know-how from friends and contacts in private practice. Lexology is great because it offers a daily email with titles in all the areas of law I`m interested in (all of which are relevant to me, as I was able to choose, when registering, the areas I was interested in), with links to articles from a large number of sources. I tend to scroll through the daily mail at lunch, read the titles and descriptions of articles, and click on all the things I`m interested in – this way I feel like I`m “aware” of legal developments. In addition to the daily emails, I find the articles themselves very useful – they expose the legal principle, but above all “cook” they reduce it to the practical implications. . . .