Contingent Promissory Note for the United Kingdom

Contingent Promissory Note Template for England and Wales

A Contingent Promissory Note is a legally binding financial instrument under English and Welsh law that contains a written promise to pay a specified sum of money, but only upon the occurrence of a specific event or condition. It combines the characteristics of a standard promissory note with conditional elements, making it particularly useful for complex financial arrangements where payment obligations are triggered by specific circumstances. The document must comply with the Bills of Exchange Act 1882 and related English commercial law principles.

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What is a Contingent Promissory Note?

The Contingent Promissory Note serves as a sophisticated financial instrument in situations where parties wish to create a binding payment obligation that only becomes effective upon the occurrence of specified events or conditions. Common in business transactions, mergers, acquisitions, and complex financial arrangements, this document provides security to the payee while offering flexibility to the maker. Under English and Welsh law, it must be carefully drafted to ensure compliance with the Bills of Exchange Act 1882 and maintain its enforceability. The note typically includes detailed payment terms, specific triggering conditions, and may incorporate security provisions or guarantees.

What sections should be included in a Contingent Promissory Note?

1. Date: Date of execution of the note

2. Parties: Details of maker and payee

3. Promise to Pay: Explicit promise to pay, including amount and currency

4. Payment Terms: When and how payment will be made

5. Contingency Clause: Specific conditions that must be met before payment obligation arises

6. Signature Block: Execution provisions for all parties

What sections are optional to include in a Contingent Promissory Note?

1. Interest Provisions: Used when interest is payable on the principal amount - include when parties agree to interest payments

2. Security Provisions: Details of any security for the note - include when note is secured against assets

3. Assignment Rights: Rights to transfer the note - include when note is intended to be transferable

4. Default Provisions: Consequences of default - include when specific default consequences are required

What schedules should be included in a Contingent Promissory Note?

1. Payment Schedule: Detailed payment dates and amounts if installment payments

2. Security Details: Description of security if note is secured

3. Contingency Details: Detailed description of contingent events or conditions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Industries

Bills of Exchange Act 1882: Fundamental legislation governing negotiable instruments in the UK, setting out form requirements and enforceability provisions for promissory notes and other negotiable instruments

Law of Property (Miscellaneous Provisions) Act 1989: Governs the enforceability of written instruments and requirements for execution of deeds in England and Wales

Consumer Credit Act 1974: Applies if the note involves a consumer transaction, setting out regulatory requirements and consumer protections

Contract Law Fundamentals: Common law principles covering offer, acceptance, consideration, intention to create legal relations, and capacity to contract

Doctrine of Consideration: Common law principles requiring valuable consideration for contract validity and governing rules around past consideration

Financial Services and Markets Act 2000: Regulatory framework applicable if the note could be classified as a financial instrument, including specific requirements for financial products

Money Laundering Regulations 2017: Anti-money laundering requirements that may apply to the transaction context

Limitation Act 1980: Establishes time limits for enforcement of contractual obligations and legal claims

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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