Legal English & Communication
← Upper-Intermediate · Professional Legal Simulation

Simulation 2: Due Diligence Findings Call

Objectives

  • Present complex findings clearly
  • Prioritise risks
  • Recommend contractual protections

Explanation

Due diligence on Nosara Verde S.R.L. found: (1) unpaid corporate tax for two years; (2) a pending labour claim by a former caretaker for US$12,000; (3) the lot is 410 m from the high-tide line (outside ZMT); (4) the plan matches the registry. You must present findings by priority and recommend: price retention, specific indemnity and pre-closing conditions.

retention

Part of the price held back to cover risks.

“We propose a retention of US$20,000.”

specific indemnity

An indemnity for an identified risk.

“A specific indemnity covers the labour claim.”

condition to closing

Requirement that must be met before closing.

“Payment of taxes is a condition to closing.”

pending claim

A lawsuit not yet decided.

“There is a pending labour claim.”

to prioritise

To arrange by importance.

“Let me prioritise the findings.”

Flashcards

Match terms and definitions

retention
specific indemnity
condition to closing
pending claim
to prioritise

Complete the sentences

1. We propose a ___ of US$20,000 in escrow.
2. Payment of the tax is a condition ___ closing.
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