Construction · Construction fee-earner, funder's counsel, developer client
Check collateral warranties and third party rights
A funder is taking security over a completed development and wants to know whether it has a route of recourse against the design team. The review maps every warranty and third party right in the package and shows where the chain breaks.
- Agents
- Contract, Due Diligence
- First draft
- A rights map across the whole package comes back from one grid run before the funding drawdown.
The problem
Step 01 of 05
Load the package
The building contract, the consultant appointments, every executed collateral warranty and the funding agreement go on one matter.
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
Build the rights columns
Columns cover the warrantor, the beneficiary, the standard of care, net contribution, step-in, assignment limits and the limitation period on the face of the document.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 03 of 05
Run the package
Every document is answered against every column, with the quoted clause behind each cell, and the parties who gave no warranty at all identified from the contract chain.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 04 of 05
Read the breaks in the chain
The cladding subcontractor warranted to the developer only, and two consultant warranties limit assignment to a single transfer that has already been used.
Document Parties and effective dateTEXT Term and renewalTEXT Limitation of liabilityTEXT Governing lawTEXT nda-hartwell-meridian.txt saas-agreement-northgate.txt board-minutes-hartwell.txt Step 05 of 05
Take the pre-drawdown list
Action items cover the warranties to obtain, the consents to request for a further assignment and the net contribution clauses to price into the funder's view.
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 rights map showing who has recourse against whom across the whole package.
- The two breaks in the chain, including the subcontractor warranty that never reached the funder.
- Assignment limits identified where a permitted transfer has already been used up.
- A pre-drawdown list of warranties to obtain and consents to request.
Authorities it checks
- Contracts (Rights of Third Parties) Act 1999
- Defective Premises Act 1972, s 1
- Building Safety Act 2022, s 135
What it does not do
- It does not obtain missing warranties or approach the consultants and subcontractors.
- It does not value the recovery a net contribution clause would leave; it identifies the clause and its effect.
- It reports the limitation period on the face of each document and does not decide when a cause of action accrued.