Insurance · Insurer in-house counsel, claims manager, compliance lead
Check a declinature letter before it goes out
A claims team has drafted a letter declining a property claim on the basis of a breach of a warranty about alarm maintenance. The review tests whether that ground works on the wording and whether the letter says what it needs to say.
- Agents
- Contract, Compliance & Regulatory
- First draft
- A reasoned check of the ground and the drafting comes back from one run, before the letter is issued.
The problem
Step 01 of 05
Open the claim matter
The policy, the proposal, the claim file, the loss adjuster's report and the draft letter go on one matter with the claim reference recorded.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 05
Test the ground
Prepare for: Work-Stream Memo. The clause relied on is read for whether it is a warranty, a condition precedent or a bare term, and the consequence of each is set out.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 03 of 05
Apply the causal requirement
The memo works through whether the breach could have increased the risk of the loss that actually occurred, on the adjuster's own findings.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 04 of 05
Check the letter itself
The draft is checked for whether it states the ground clearly, explains the reasoning, refers to the evidence relied on and sets out the complaint route.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 05 of 05
Take the redraft
Action items cover the two additions to the letter, the further evidence to obtain from the adjuster, and the decision to escalate before issue.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
What comes back
A document, not a transcript.
- A classification of the clause relied on, with what follows from each possible classification.
- The causal analysis applied to the adjuster's findings rather than asserted in general terms.
- A drafting review of the letter itself, including the complaint route it currently omits.
- An escalation recommendation with the evidence still needed before any letter is issued.
Authorities it checks
- Insurance Act 2015, s 8
- Insurance Act 2015, s 11
- FCA Handbook, ICOBS 8
What it does not do
- It does not make the declinature decision, which stays with the claims team and its escalation policy.
- It does not send the letter or communicate with the policyholder.
- It does not obtain further evidence from the loss adjuster; that is an action item with an owner.