Trainee blog: case study – loan agreement

Introduction

As a trainee, you come across many different situations and are faced with a variety of different tasks.

As a law firm applicant, you need to demonstrate a variety of skills and experience. A tried and tested way to do this is by using the STARR (Situation, Task, Action, Result, Reflection) approach.

To give an insight into the work that trainees at Michelmores are involved in and to provide some useful application advice (for both written applications and interviews alike) I work through a recent piece of work I undertook whilst in the Banking, Restructuring & Insolvency team adopting the STARR method.

Situation

We were instructed by a client seeking to make a secured loan to partially fund a property purchase. The loan needed to be secured against the property being purchased. Our client’s instructions were confirmed on Monday and completion was scheduled for Friday.

Task

I was asked to prepare the relevant documents to effect the secured loan (loan agreement and legal charge).

Action

1. Drafting

The first step was to review the instructions and identify any obvious gaps where we needed further information.

Next, I located suitable precedents. After reviewing the precedent bank, I consulted with a newly qualified solicitor in the team to check that I had found the correct form of precedents. It is always worth checking this before you start drafting.

After reviewing the precedents, I then carried out some research. As this was a loan between individuals certain legislative requirements needed to be met. I was unfamiliar with these provisions, so carried out some research to ensure my drafting would be compliant with the relevant rules.

Research complete, I was then ready to start drafting. To do this, I worked through the precedents, amending them by reference to the agreed terms. When I came across points I was unsure of, I flagged these ready for further research and/or review of instructions in the first instance. Where there were issues I could not resolve, I made a note of these and arranged a time to discuss these with the supervising partner. I then flagged any points requiring further instruction when sending the draft documents to the client for approval.

Once the client had provided their comments, I updated the draft documents to reflect these. The client had also raised a query regarding a tax issue. To advise properly on this, I consulted with a colleague in our tax team.

After receiving client approval of the drafts, I circulated them to the other side’s solicitors to be agreed.

2. Pre-completion

Once the draft documents were agreed, it was time to prepare for completion.

This involved:

2. • • Requesting and reviewing a completion undertaking from the other side’s solicitors.
     • Requesting funds from the client and arranging for funds to be transferred to the borrowers’ solicitor (held subject to the undertaking).
     • Requesting a priority search from the other side’s solicitors. As a legal charge needs to be registered at Land Registry, a priority search is required to ensure that the charge has priority over any other applications made before the charge has been registered.
     • Arranging for the documents to be signed via an online signing platform and reviewing our client’s signed documents to ensure they had been properly executed.
     • Reviewing the documents signed by the borrowers. It transpired that there was an issue, as the Land Registry requirements for electronic signature had not been met. This meant that the Land Registry could have refused to register the charge and, therefore, undermine the security conferred by it. As the documents were received close to the deadline on Friday, I checked with a colleague in our Real Estate department whether there was any work around which would avoid needing to have the documents re-signed. As there was not, I asked the borrowers’ solicitor to arrange for the documents to be re-signed as a priority, explaining why this was essential.

3. Completion

Once we had received properly executed documents and confirmation that the property purchase was ready to complete, I agreed completion with the solicitor for the borrowers.

Following this I dated the documents to reflect completion.

4. Post-completion

Afterwards, I arranged for the completed documents to be circulated to the other side and updated the client.

I then diarised to follow up with the borrowers’ solicitor about registration of the charge to ensure the required deadlines were met.

Result

Completion took place, meaning that the required loan was entered into, and appropriate security has taken over the new property. The documents had been properly executed, meaning that the Land Registry application could be made to register the security.

Reflection

It is important to get things right and not rush as cutting corners can result in (serious) issues down the line. Whilst requesting that the borrowers re-execute the documents delayed completion, it was important to do this as not doing so would have risked the charge not being registered which would have undermined the security intended by it and correspondingly the whole transaction.

When preparing for completion, it is important to find out when the cut off is for everyone involved so that you can make sure the deadline is met.

Being put on the spot can be a good thing. It can force you to think for yourself and properly consider the different options available to you. It can also help you to realise how much you already know.