# Guaranty agreement review
> Source: https://legalcode.md/skills/legalcode-guaranty-agreement-review | [HTML version](https://legalcode.md/skills/legalcode-guaranty-agreement-review)

Review guaranty and surety agreements for scope, suretyship defenses, subrogation, contribution, and enforceability risks.

Review guaranty and surety agreements for scope, suretyship defenses, subrogation, contribution, and enforceability risks. Use when reviewing personal guaranties, parent company guaranties, corporate guaranties, bank guaranties, bad boy carve-out guaranties, keepwell agreements, or comfort letters in connection with commercial lending, real estate finance, lease transactions, construction finance, or supply chain credit support. Covers continuing vs. specific guaranty analysis, waiver of suretyship defenses (RSG §§ 37-49 / UCC § 3-605), anti-deficiency statute exposure (California CCP §§ 580a-580d, one-action rule CCP § 726), subrogation deferral mechanics, contribution rights among co-guarantors, financial covenants and keepwell provisions, notice requirements, dollar cap and burn-off structures, and reinstatement clause risk. Also covers corporate authority, ultra vires risk, spousal/community property exposure, and UK Etridge undue influence protocol. Produces GREEN/YELLOW/RED/CRITICAL deviation classification with redlines, negotiation priority tiers, and Glass Box audit trail. Jurisdiction-agnostic with localization markers for US (NY/CA/AZ/TX), UK (England & Wales), and EU civil law systems.

This skill reviews guaranty and surety agreements across all commercial contexts. It identifies scope risks, suretyship defense waivers, subrogation and contribution mechanics, and enforceability issues, then generates confidence-scored, redlined analysis with an auditable Glass Box trail. **Covers:** - Continuing vs. specific/limited guaranty analysis - Payment vs. performance vs. collection guaranty classification - Absolute/unconditional vs. conditional guaranty assessment - Suretyship defense waiver review (RSG §§ 37-49; UCC § 3-605) - Anti-deficiency and one-action rule exposure (US state-by-state) - Subrogation rights — deferral vs. permanent waiver - Contribution rights among co-guarantors - Notice of default requirements and waivers - Dollar cap, burn-off, and duration limitation analysis - Reinstatement clause and bankruptcy clawback risk - Corporate authority, ultra vires, and financial assistance restrictions - Keepwell agreement and comfort letter vs. guaranty distinction - Bad boy carve-out guaranty (non-recourse real estate) - Financial covenants and reporting obligations for corporate guarantors - Spousal/community property exposure - UK Etridge undue influence protocol compliance - Jurisdiction, governing law, and jury trial waiver **Does not:** - Draft new guaranty agreements from scratch (see drafting-specific skills) - Provide legal advice or replace qualified counsel - Substitute for jurisdiction-specific legal research — flag [JURISDICTION-SPECIFIC] items for local counsel review **Related ...

## Jurisdictions

Global



---
*Legalcode -- legalcode.md*