Replacement Promissory Note for the United Kingdom

Replacement Promissory Note Template for England and Wales

A Replacement Promissory Note is a legal document governed by English and Welsh law that supersedes an existing promissory note while maintaining the underlying payment obligation. It creates a new promise to pay a specified sum of money, incorporating terms from the original note while potentially modifying certain conditions. The document is subject to the Bills of Exchange Act 1882 and must meet specific formal requirements to be legally enforceable.

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What is a Replacement Promissory Note?

A Replacement Promissory Note is utilized when parties need to modify, update, or restate an existing promissory note while maintaining the fundamental debt obligation. This document type is particularly relevant when payment terms need adjustment, when errors in the original note require correction, or when parties wish to consolidate multiple notes. Under English and Welsh law, the Replacement Promissory Note must comply with the Bills of Exchange Act 1882 and contain an unconditional promise to pay a specified sum, while clearly referencing and superseding the original note.

What sections should be included in a Replacement Promissory Note?

1. Parties: Identifies maker and payee of the note

2. Background: References original note and reason for replacement

3. Definitions: Key terms including Original Note and Payment Terms

4. Promise to Pay: Unconditional promise to pay specific sum

5. Payment Terms: Amount, interest, due date, and payment method

6. Cancellation of Original Note: Express termination of original note

7. Execution: Signature blocks and date

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

1. Security Provisions: Include if the note is secured by collateral - typically used when original note was secured

2. Default Provisions: Specifies consequences of non-payment - recommended for complex payment arrangements

3. Assignment Rights: Specifies rights to transfer the note - include when transferability is desired

What schedules should be included in a Replacement Promissory Note?

1. Schedule 1 - Original Note Details: Copy or details of original note being replaced

2. Schedule 2 - Payment Schedule: Detailed payment schedule if installment payments are involved

3. Schedule 3 - Security Details: Details of security arrangements if note is secured

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: Primary legislation governing promissory notes in England and Wales. Defines validity requirements and essential elements of promissory notes under Section 83. Sets out mandatory form and content requirements.

Law of Property (Miscellaneous Provisions) Act 1989: Legislation relevant for security interests related to the note and requirements for written form of certain contracts.

Limitation Act 1980: Governs statutory time limits for enforcing promissory notes, generally setting a 6-year limitation period for simple contracts.

Common Law Principles: Essential principles regarding contract formation, consideration, and capacity to contract that must be considered in drafting and executing the note.

Consumer Credit Act 1974: Relevant legislation if the promissory note involves consumer lending or consumer credit arrangements.

Financial Services and Markets Act 2000: Applicable legislation if the note is part of a regulated financial activity or financial services arrangement.

Replacement Note Requirements: Specific considerations for replacement notes including cancellation of original note, clear reference to original note, continuation of security interests, and measures to prevent double payment risk.

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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