Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Terminating Commercial Leases and the Secrets of How to Negotiate the Best Abatement/Deferment so both Landlord and Tenant are Happy.
Adam Leitman Bailey discusses Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Terminating Commercial Leases and the Secrets of How to Negotiate the Best Abatement/Deferment so both Landlord and Tenant are Happy for AmTrust on 7/15
The document discusses the different types and sources of obligations under Philippine law. It begins by defining an obligation as a juridical necessity to give, do, or not do something. There are various kinds of obligations that can arise from law, contracts, quasi-contracts, criminal offenses, and quasi-delicts. For obligations arising from contracts, the parties are bound to comply with the terms in good faith as the contract is considered the law between them. Quasi-contracts involve lawful and voluntary acts that prevent unjust enrichment. Quasi-delicts refer to damage caused through negligence where there is no contractual relationship. The document outlines the various elements and types of obligations in detail.
The document discusses the definition and sources of obligations under Philippine law. It defines an obligation as a juridical necessity to give, do, or not do something and identifies the main sources of obligations as law and contracts. It provides examples and characteristics of different types of obligations that arise from law, contracts, quasi-contracts, crimes or delicts, and quasi-delicts. The document also distinguishes between civil and natural obligations and obligations and contracts.
D'Agostino v Federal Ins Co , 969 F. Supp. 2d 116 (D. Mass. 2013)Richard Goren
1) The parties engaged in settlement negotiations but did not reach an enforceable agreement because while D'Agostino offered $1.15 million for a release, Federal responded with a release containing additional material terms like confidentiality requirements, which were not accepted.
2) The court denied Federal's motions to enforce the alleged settlement agreement and for protective orders, finding no agreement was formed.
3) The court also denied requests for sanctions from both parties, finding neither party's actions warranted sanctions.
This document discusses different types of obligations under Philippine contract law. It defines pure and conditional obligations, and explains that pure obligations are demandable at once while conditional obligations depend on an uncertain future event. The document outlines various classifications of conditions such as suspensive vs. resolutory, potestative vs. casual, and impossible vs. illegal conditions. It also addresses the effects of fulfilling or not fulfilling conditions, as well as the rights and responsibilities of parties in cases of loss, deterioration or improvement of the subject matter when obligations are pending conditions.
This document is an agreement for the purchase and sale of real property located in Alaska. The seller, Leonard S. Malone, agrees to sell the property to the buyer for $36,000, with $3,900 paid up front and the remaining balance paid through 107 monthly payments. Possession of the property will be delivered to the buyer on July 1, 2009. The sale will be closed through an escrow agent and various closing costs and taxes will be paid by both parties.
This document provides an overview of obligations and contracts law, specifically regarding penal clauses and the extinguishment of obligations. It discusses penal clauses, their purpose and effects, as well as cases related to their application. It also outlines various ways obligations can be extinguished, such as payment, loss of the subject matter, impossibility of performance, and others. Various related legal principles and requirements are explained, with examples provided through case summaries.
Sale agreement draft vishweshwar karkal g 1001[1]rajivkotak
This document is a sale agreement between a vendor/sale deed holder and purchasers for the sale of an apartment located in Bangalore, India. The vendor had previously purchased shares in the development land and constructed an apartment which they are now selling to the purchasers. Key details include the apartment is a two bedroom unit on the 10th floor of the residential complex known as Purva Highlands, with a built up area of 1083 square feet. The purchasers agree to pay the vendor 49.5 lakhs (Rs. 49,50,000) for ownership of the apartment and shares in the development land. The payment will be made in installments, with the balance due within 30 days of signing
The document discusses the different types and sources of obligations under Philippine law. It begins by defining an obligation as a juridical necessity to give, do, or not do something. There are various kinds of obligations that can arise from law, contracts, quasi-contracts, criminal offenses, and quasi-delicts. For obligations arising from contracts, the parties are bound to comply with the terms in good faith as the contract is considered the law between them. Quasi-contracts involve lawful and voluntary acts that prevent unjust enrichment. Quasi-delicts refer to damage caused through negligence where there is no contractual relationship. The document outlines the various elements and types of obligations in detail.
The document discusses the definition and sources of obligations under Philippine law. It defines an obligation as a juridical necessity to give, do, or not do something and identifies the main sources of obligations as law and contracts. It provides examples and characteristics of different types of obligations that arise from law, contracts, quasi-contracts, crimes or delicts, and quasi-delicts. The document also distinguishes between civil and natural obligations and obligations and contracts.
D'Agostino v Federal Ins Co , 969 F. Supp. 2d 116 (D. Mass. 2013)Richard Goren
1) The parties engaged in settlement negotiations but did not reach an enforceable agreement because while D'Agostino offered $1.15 million for a release, Federal responded with a release containing additional material terms like confidentiality requirements, which were not accepted.
2) The court denied Federal's motions to enforce the alleged settlement agreement and for protective orders, finding no agreement was formed.
3) The court also denied requests for sanctions from both parties, finding neither party's actions warranted sanctions.
This document discusses different types of obligations under Philippine contract law. It defines pure and conditional obligations, and explains that pure obligations are demandable at once while conditional obligations depend on an uncertain future event. The document outlines various classifications of conditions such as suspensive vs. resolutory, potestative vs. casual, and impossible vs. illegal conditions. It also addresses the effects of fulfilling or not fulfilling conditions, as well as the rights and responsibilities of parties in cases of loss, deterioration or improvement of the subject matter when obligations are pending conditions.
This document is an agreement for the purchase and sale of real property located in Alaska. The seller, Leonard S. Malone, agrees to sell the property to the buyer for $36,000, with $3,900 paid up front and the remaining balance paid through 107 monthly payments. Possession of the property will be delivered to the buyer on July 1, 2009. The sale will be closed through an escrow agent and various closing costs and taxes will be paid by both parties.
This document provides an overview of obligations and contracts law, specifically regarding penal clauses and the extinguishment of obligations. It discusses penal clauses, their purpose and effects, as well as cases related to their application. It also outlines various ways obligations can be extinguished, such as payment, loss of the subject matter, impossibility of performance, and others. Various related legal principles and requirements are explained, with examples provided through case summaries.
Sale agreement draft vishweshwar karkal g 1001[1]rajivkotak
This document is a sale agreement between a vendor/sale deed holder and purchasers for the sale of an apartment located in Bangalore, India. The vendor had previously purchased shares in the development land and constructed an apartment which they are now selling to the purchasers. Key details include the apartment is a two bedroom unit on the 10th floor of the residential complex known as Purva Highlands, with a built up area of 1083 square feet. The purchasers agree to pay the vendor 49.5 lakhs (Rs. 49,50,000) for ownership of the apartment and shares in the development land. The payment will be made in installments, with the balance due within 30 days of signing
Real estate purchase contract (rds) (rev. 05 11)cdukelow
This document is a real estate purchase contract for a property located in Santa Clara, California. It lists the buyers and purchase price of $1,000,000. It details the financing terms which include a $30,000 deposit, $170,000 additional deposit, and $800,000 loan. The contract contains standard clauses around agency, contingencies for financing and appraisal, representation of buyer funds, inclusion of fixtures and fittings, and delivery of related documents.
This document discusses provisions in Articles 1262-1269 regarding the loss of the thing due in obligations. Article 1262 states that the obligation is extinguished when the determinate thing is lost or destroyed without the debtor's fault and before incurring delay. Article 1263 says loss or destruction does not extinguish obligations involving generic things. Article 1269 gives the creditor rights to any actions the debtor has against third parties due to the loss.
1. The document defines and describes the different elements and kinds of obligations under Philippine contract law. It identifies the active subject, passive subject, efficient cause, and object as the elements of an obligation.
2. It categorizes obligations based on their source according to the New Civil Code, including those arising from law, contracts, quasi-contracts, acts or omissions punished by law, and quasi-delicts. Quasi-contracts include negotiorum gestio and solutio indebiti.
3. The document also outlines the different types of obligations based on criteria like the subject matter, affirmativeness/negativeness, and persons obliged
Quasi contracts are obligations created by courts to prevent unjust enrichment when a valid contract does not exist. They resemble contracts but lack elements like agreement. Examples include suppliers being reimbursed for necessaries provided to minors, those receiving non-gratuitous benefits becoming liable to compensate the provider, and mistaken deliveries requiring payment. Quasi contracts aim to prevent unjust enrichment at another's expense when no actual contract governs the relationship.
This article discusses the rules on conditional obligations where the condition is meant to extinguish an existing obligation to give something. Upon fulfillment of the condition, the parties must return what they have received from each other. The same rules for loss, deterioration or improvement of the thing from the previous article are applied - namely that the party bound to return the thing bears the risk of loss/deterioration unless it was the fault of the other party, and improvements benefit the other party. Obligations to do or not to do are subject to rules determined by courts case-by-case.
REAL ESTATE PURCHASE AND SALES AGREEMENT [Parachute]Zenso Realty
RIGHT TO ASSIGN
This is an assignable contract. If assigned, all rights, responsibilities and privileges under this agreement will be assigned and Buyer will be relieved of the same.
PRORATIONS:
Real property taxes will be prorated based on the current year’s tax without allowance for discounts or other exceptions. Any and all back taxes will be paid at settlement from the Sellers proceeds.
CONVEYANCE:
Fee simple title to the property will be delivered to the buyer, or buyer’s assigns, by a General or Special Warranty Deed free from any liens, restrictions, encumbrances, easements, or encroachments not specifically referenced in this contract.
PROPERTY DEFECTS:
Seller warrants the property to be free from hazardous substances and from any violation of zoning, environmental, building, health or other government codes or ordinances and that there are no known facts regarding this property that could adversely affect its value.
NO JUDGMENTS ON TITLE:
Seller warrants that there are no judgments threatening the equity in subject property, and that there is no bankruptcy pending or contemplated by any titleholder. Free and clear, insurable title will be conveyed upon settlement.
POSSESSION:
Possession of the property and occupancy will be provided to the Buyer upon settlement. If vacant, keys to the property will be given to the Buyer upon execution of this contract.
Buyers Partners Approval:
This agreement is contingent upon partner’s inspection and partners approval of subject property prior to settlement. The Seller agrees to provide access to the subject property to the Buyers representatives, partners and contractors prior to settlement. If accepted, the property will convey in as-is condition. If not accepted, the Buyer will notify the Seller in writing.
SPECIAL PROVISIONS:
The property will be delivered in a reasonably clean manner and the following items will convey with the sale
___________________________________________________________
SETTLEMENT:
Closing will take place on or before _______________. Time being of the essence, at a time and place designated by Buyer. Buyer shall choose the escrow, title and/or closing agent.
EXECUTION IN COUNTERPARTS. This agreement may be executed in counterparts and by facsimile signatures. This agreement shall become effective as of the date of the last signature.
*** This is Not Legal Advice or an Official Document and Zenso Realty Takes No Responsibility. You Are Advised to Seek Legal Counsel Upon Use.
This document summarizes key concepts from the Civil Code of the Philippines relating to obligations. It discusses the different types of obligations (to give a thing, to do an act, or not to do an act) and the duties of the debtor in each case. It also covers the rights of the creditor, such as the right to fruits or interest in the case of delayed performance. Delay and its effects are explained, along with the remedies available to the creditor if the obligation is not fulfilled. Exceptions, like force majeure events releasing the debtor from liability, are also outlined. Overall, the document provides an overview of the nature and effects of obligations under Philippine law.
This document provides the text of the Negotiable Instruments Act of 1881 in India. In 3 sentences:
The Act defines key terms related to promissory notes, bills of exchange, and cheques such as "holder", "holder in due course", and establishes what makes an instrument negotiable. It distinguishes between inland and foreign instruments based on where they are drawn and made payable. The purpose of the Act was to define and amend laws around these negotiable instruments.
This document discusses alternative obligations under Philippine law. An alternative obligation allows a debtor to fulfill their obligation by choosing one of multiple possible prestations or undertakings. The right of choice typically belongs to the debtor, unless expressly granted to the creditor. The debtor cannot choose prestations that are impossible, unlawful, or could not have been the object of the obligation. Once the debtor communicates their choice to the creditor, the obligation becomes simple rather than alternative. If the creditor's actions prevent the debtor from making a choice according to the terms, the debtor may rescind the contract and claim damages.
This document discusses various concepts relating to contracts and obligations under Philippine law. It covers topics such as grounds for damages in cases of fraud, negligence, or delay in contractual obligations. It also defines different types of damages and discusses the distinction between fraud (dolo) and negligence (culpa) as grounds for liability. Additionally, it summarizes the rights of creditors after pursuing a debtor's property, the presumption of payment if interest is not reserved, and the transmissibility of rights acquired from obligations.
This document is an amended plan of reorganization filed in the United States Bankruptcy Court for LodgeNet Interactive Corporation and its affiliates, who are debtors in Chapter 11 bankruptcy cases. The plan proposes reorganizing the debtors' capital structure and financial obligations under Chapter 11 of the Bankruptcy Code. It defines key terms used in the plan and establishes classes of claims and interests to determine how prepetition obligations will be treated under the plan.
Reviewed Legal Counsel For Recording Purposes Only Intergovern...legal3
The City of Bend and Deschutes County entered into an agreement to jointly acquire property for the Bethlehem Inn homeless shelter. The City would contribute $230,000 for the down payment, while the County would contribute $20,000. The County would then pay $18,000 per month towards the loan until payments reached $220,000, at which point responsibilities would be shared equally. The agreement established terms for inspecting the property, acquiring the land, and eventually transferring ownership to the Bethlehem Inn once funding was obtained.
Specific performance of contract is subject matter of Specific relief Act 1963. These slides are summarized presentation to enable the students to understand the concept of specific relief
This document summarizes key provisions of ACT. 2137, also known as the WH Receipts Law, which regulates warehouse receipts in the Philippines. The law covers all warehouses and warehousemen engaged in storing goods for profit. It aims to regulate the rights and liabilities of parties in warehousing contracts, protect good faith purchasers of negotiable warehouse receipts, and facilitate the use of receipts as documents of title. The law requires warehouse receipts to contain certain essential terms and imposes obligations on warehousemen to carefully store and deliver goods. It also addresses issues like liability for misdelivery, cancellation requirements for negotiable receipts, and the effects of receipt alterations.
This document details the removal of contingencies by the Buyer and Seller for a residential property purchase agreement. The Buyer is removing contingencies for loan approval, appraisal, reports/disclosures, title, and their own investigation of the property. Both parties must initial and date the document to confirm removal of contingencies.
This document discusses articles from the Law on Obligations and Contracts regarding solidary debtors and joint indivisible obligations. For solidary debtors, a debtor sued can avail defenses related to the obligation's nature or those personal to the debtor. For joint indivisible obligations, non-compliance by one debtor converts the obligation to monetary damages based on the obligation's value, with compliant debtors liable only for their share.
This document discusses key provisions in Philippine contract law. It covers:
1) The definition and essential elements of a contract, including consent, object, and cause.
2) Formation stages of a contract from preparation to perfection to consummation.
3) Requirements for valid consent such as capacity and absence of mistake, violence or fraud.
4) Allowable objects and causes of contracts and exceptions for impossible or unlawful terms.
5) Formal requirements for certain contracts and limits on exercising contractual freedom.
recently there ismeaure amendments in the Specific Relief Act and the public infrastruture projects are given preference as due to injunctions there was delay in public projects causing huge loss the public exchequer.
This document provides an overview of Chapter 20 on contract performance from a business law textbook. It covers topics such as determining the intent of parties in a contract, conditions of performance, excuses for nonperformance including impossibility and commercial impracticability, and methods for discharge of contractual obligations like payment, accord and satisfaction. The chapter uses examples and case studies to illustrate these concepts.
This document discusses various methods for transferring loans between lenders, including novation, assignment, sub-participation, and declaration of trust. It provides details on the legal implications and requirements of each method under English law. Novation requires consent from all parties and can extinguish any related security, while assignment does not transfer obligations and maintains any guarantees or security. Sub-participation transfers only the economic interest and risks, not legal rights, and cannot be used directly against the borrower. Equitable assignment has fewer formal requirements but lacks notification, while statutory assignment directly links the assignee and borrower upon notice.
Real estate purchase contract (rds) (rev. 05 11)cdukelow
This document is a real estate purchase contract for a property located in Santa Clara, California. It lists the buyers and purchase price of $1,000,000. It details the financing terms which include a $30,000 deposit, $170,000 additional deposit, and $800,000 loan. The contract contains standard clauses around agency, contingencies for financing and appraisal, representation of buyer funds, inclusion of fixtures and fittings, and delivery of related documents.
This document discusses provisions in Articles 1262-1269 regarding the loss of the thing due in obligations. Article 1262 states that the obligation is extinguished when the determinate thing is lost or destroyed without the debtor's fault and before incurring delay. Article 1263 says loss or destruction does not extinguish obligations involving generic things. Article 1269 gives the creditor rights to any actions the debtor has against third parties due to the loss.
1. The document defines and describes the different elements and kinds of obligations under Philippine contract law. It identifies the active subject, passive subject, efficient cause, and object as the elements of an obligation.
2. It categorizes obligations based on their source according to the New Civil Code, including those arising from law, contracts, quasi-contracts, acts or omissions punished by law, and quasi-delicts. Quasi-contracts include negotiorum gestio and solutio indebiti.
3. The document also outlines the different types of obligations based on criteria like the subject matter, affirmativeness/negativeness, and persons obliged
Quasi contracts are obligations created by courts to prevent unjust enrichment when a valid contract does not exist. They resemble contracts but lack elements like agreement. Examples include suppliers being reimbursed for necessaries provided to minors, those receiving non-gratuitous benefits becoming liable to compensate the provider, and mistaken deliveries requiring payment. Quasi contracts aim to prevent unjust enrichment at another's expense when no actual contract governs the relationship.
This article discusses the rules on conditional obligations where the condition is meant to extinguish an existing obligation to give something. Upon fulfillment of the condition, the parties must return what they have received from each other. The same rules for loss, deterioration or improvement of the thing from the previous article are applied - namely that the party bound to return the thing bears the risk of loss/deterioration unless it was the fault of the other party, and improvements benefit the other party. Obligations to do or not to do are subject to rules determined by courts case-by-case.
REAL ESTATE PURCHASE AND SALES AGREEMENT [Parachute]Zenso Realty
RIGHT TO ASSIGN
This is an assignable contract. If assigned, all rights, responsibilities and privileges under this agreement will be assigned and Buyer will be relieved of the same.
PRORATIONS:
Real property taxes will be prorated based on the current year’s tax without allowance for discounts or other exceptions. Any and all back taxes will be paid at settlement from the Sellers proceeds.
CONVEYANCE:
Fee simple title to the property will be delivered to the buyer, or buyer’s assigns, by a General or Special Warranty Deed free from any liens, restrictions, encumbrances, easements, or encroachments not specifically referenced in this contract.
PROPERTY DEFECTS:
Seller warrants the property to be free from hazardous substances and from any violation of zoning, environmental, building, health or other government codes or ordinances and that there are no known facts regarding this property that could adversely affect its value.
NO JUDGMENTS ON TITLE:
Seller warrants that there are no judgments threatening the equity in subject property, and that there is no bankruptcy pending or contemplated by any titleholder. Free and clear, insurable title will be conveyed upon settlement.
POSSESSION:
Possession of the property and occupancy will be provided to the Buyer upon settlement. If vacant, keys to the property will be given to the Buyer upon execution of this contract.
Buyers Partners Approval:
This agreement is contingent upon partner’s inspection and partners approval of subject property prior to settlement. The Seller agrees to provide access to the subject property to the Buyers representatives, partners and contractors prior to settlement. If accepted, the property will convey in as-is condition. If not accepted, the Buyer will notify the Seller in writing.
SPECIAL PROVISIONS:
The property will be delivered in a reasonably clean manner and the following items will convey with the sale
___________________________________________________________
SETTLEMENT:
Closing will take place on or before _______________. Time being of the essence, at a time and place designated by Buyer. Buyer shall choose the escrow, title and/or closing agent.
EXECUTION IN COUNTERPARTS. This agreement may be executed in counterparts and by facsimile signatures. This agreement shall become effective as of the date of the last signature.
*** This is Not Legal Advice or an Official Document and Zenso Realty Takes No Responsibility. You Are Advised to Seek Legal Counsel Upon Use.
This document summarizes key concepts from the Civil Code of the Philippines relating to obligations. It discusses the different types of obligations (to give a thing, to do an act, or not to do an act) and the duties of the debtor in each case. It also covers the rights of the creditor, such as the right to fruits or interest in the case of delayed performance. Delay and its effects are explained, along with the remedies available to the creditor if the obligation is not fulfilled. Exceptions, like force majeure events releasing the debtor from liability, are also outlined. Overall, the document provides an overview of the nature and effects of obligations under Philippine law.
This document provides the text of the Negotiable Instruments Act of 1881 in India. In 3 sentences:
The Act defines key terms related to promissory notes, bills of exchange, and cheques such as "holder", "holder in due course", and establishes what makes an instrument negotiable. It distinguishes between inland and foreign instruments based on where they are drawn and made payable. The purpose of the Act was to define and amend laws around these negotiable instruments.
This document discusses alternative obligations under Philippine law. An alternative obligation allows a debtor to fulfill their obligation by choosing one of multiple possible prestations or undertakings. The right of choice typically belongs to the debtor, unless expressly granted to the creditor. The debtor cannot choose prestations that are impossible, unlawful, or could not have been the object of the obligation. Once the debtor communicates their choice to the creditor, the obligation becomes simple rather than alternative. If the creditor's actions prevent the debtor from making a choice according to the terms, the debtor may rescind the contract and claim damages.
This document discusses various concepts relating to contracts and obligations under Philippine law. It covers topics such as grounds for damages in cases of fraud, negligence, or delay in contractual obligations. It also defines different types of damages and discusses the distinction between fraud (dolo) and negligence (culpa) as grounds for liability. Additionally, it summarizes the rights of creditors after pursuing a debtor's property, the presumption of payment if interest is not reserved, and the transmissibility of rights acquired from obligations.
This document is an amended plan of reorganization filed in the United States Bankruptcy Court for LodgeNet Interactive Corporation and its affiliates, who are debtors in Chapter 11 bankruptcy cases. The plan proposes reorganizing the debtors' capital structure and financial obligations under Chapter 11 of the Bankruptcy Code. It defines key terms used in the plan and establishes classes of claims and interests to determine how prepetition obligations will be treated under the plan.
Reviewed Legal Counsel For Recording Purposes Only Intergovern...legal3
The City of Bend and Deschutes County entered into an agreement to jointly acquire property for the Bethlehem Inn homeless shelter. The City would contribute $230,000 for the down payment, while the County would contribute $20,000. The County would then pay $18,000 per month towards the loan until payments reached $220,000, at which point responsibilities would be shared equally. The agreement established terms for inspecting the property, acquiring the land, and eventually transferring ownership to the Bethlehem Inn once funding was obtained.
Specific performance of contract is subject matter of Specific relief Act 1963. These slides are summarized presentation to enable the students to understand the concept of specific relief
This document summarizes key provisions of ACT. 2137, also known as the WH Receipts Law, which regulates warehouse receipts in the Philippines. The law covers all warehouses and warehousemen engaged in storing goods for profit. It aims to regulate the rights and liabilities of parties in warehousing contracts, protect good faith purchasers of negotiable warehouse receipts, and facilitate the use of receipts as documents of title. The law requires warehouse receipts to contain certain essential terms and imposes obligations on warehousemen to carefully store and deliver goods. It also addresses issues like liability for misdelivery, cancellation requirements for negotiable receipts, and the effects of receipt alterations.
This document details the removal of contingencies by the Buyer and Seller for a residential property purchase agreement. The Buyer is removing contingencies for loan approval, appraisal, reports/disclosures, title, and their own investigation of the property. Both parties must initial and date the document to confirm removal of contingencies.
This document discusses articles from the Law on Obligations and Contracts regarding solidary debtors and joint indivisible obligations. For solidary debtors, a debtor sued can avail defenses related to the obligation's nature or those personal to the debtor. For joint indivisible obligations, non-compliance by one debtor converts the obligation to monetary damages based on the obligation's value, with compliant debtors liable only for their share.
This document discusses key provisions in Philippine contract law. It covers:
1) The definition and essential elements of a contract, including consent, object, and cause.
2) Formation stages of a contract from preparation to perfection to consummation.
3) Requirements for valid consent such as capacity and absence of mistake, violence or fraud.
4) Allowable objects and causes of contracts and exceptions for impossible or unlawful terms.
5) Formal requirements for certain contracts and limits on exercising contractual freedom.
recently there ismeaure amendments in the Specific Relief Act and the public infrastruture projects are given preference as due to injunctions there was delay in public projects causing huge loss the public exchequer.
Similar to Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Terminating Commercial Leases and the Secrets of How to Negotiate the Best Abatement/Deferment so both Landlord and Tenant are Happy.
This document provides an overview of Chapter 20 on contract performance from a business law textbook. It covers topics such as determining the intent of parties in a contract, conditions of performance, excuses for nonperformance including impossibility and commercial impracticability, and methods for discharge of contractual obligations like payment, accord and satisfaction. The chapter uses examples and case studies to illustrate these concepts.
This document discusses various methods for transferring loans between lenders, including novation, assignment, sub-participation, and declaration of trust. It provides details on the legal implications and requirements of each method under English law. Novation requires consent from all parties and can extinguish any related security, while assignment does not transfer obligations and maintains any guarantees or security. Sub-participation transfers only the economic interest and risks, not legal rights, and cannot be used directly against the borrower. Equitable assignment has fewer formal requirements but lacks notification, while statutory assignment directly links the assignee and borrower upon notice.
This document discusses conditions precedent, representations, and warranties that are standard clauses in syndicated loan agreements. Conditions precedent are requirements that must be met before a borrower can draw down loan funds, such as providing documents showing authorization and financial ability. Representations and warranties provide contractual remedies if statements made about the borrower's legal/financial position are untrue. Both conditions precedent and representations/warranties aim to ensure everything is in order before funds are lent and allow calling back the loan if issues arise.
United Corporate Services provides search and filing results tailored specifically to our clients’ needs. Reports sorted by individual debtor per page, or a more comprehensive summary report of all search results on one page, both are easily provided in either .pdf format for secure closings or in Excel format for easy manipulation into your existing closing binder. United Corporate Services files and searches in over 3,000 jurisdictions in the U.S. Understanding their unique requirements ensures accurate processing of all your UCC transactions. Revised Article 9 is once again being “revised,” and we have done the legwork necessary to walk with you through your projects to ensure they are completed timely and accurately.
The document discusses banking and financing regulations and practices in Tanzania. It covers requirements for bank and non-bank lenders, types of security that can be taken over different asset classes, guarantees, enforcement of contracts and security, bankruptcy processes, and trends in cross-border financing. Key points include that banks must be licensed by the Bank of Tanzania, security can be taken through charges, pledges, mortgages and assignments but require registration, and insolvency processes provide for compromise arrangements, administration and winding up but creditors can influence the process.
The document discusses key topics in construction law and contracting, including types of contracts, important contract clauses, bonds, subcontractor issues, and damages. It covers firm fixed price contracts, scope of work clauses, change orders, site conditions responsibility, termination notices, notice of claims provisions, arbitration, attorney's fees, liability insurance, bid and performance bonds, flow down clauses, pay when paid clauses, mechanics' liens, no damage for delay clauses, and liquidated damages. The presentation aims to provide construction law basics and contracting tips.
The document discusses various aspects of recovery in construction contracts and projects, including:
- Recovery can be based on contract, tort, warranty, indemnity or insurance to compensate for losses.
- The key principle of recovery is to return the injured party to the position they would have been in without the breach.
- Common methods of recovery discussed include damages, liquidated damages, insurance payouts, and enforcing warranties.
- Claims can arise from delays, variations, failure to supply materials or instructions, and other issues disrupting work.
This document summarizes a webinar about force majeure clauses in the context of COVID-19. It discusses the purpose of force majeure clauses to allocate risk for non-performance due to unforeseen circumstances. It analyzes force majeure clauses in two court cases - Deloitte Consulting v. Grand America, where 9/11 allowed cancellation, and a hotel contract. It also discusses a material adverse effect clause in a Victoria's Secret acquisition agreement excluding pandemic impacts. The presentation emphasizes carefully reading force majeure clauses as there is no hidden meaning - they will be enforced as written, including any time limits.
This document summarizes a presentation by Terry W. Clemans on rapid rescoring and compliance infractions. The presentation discusses (1) new conflicts between various financial regulations regarding loan originator compensation and the rescoring of mortgages, (2) definitions of compensation under the relevant rules, and (3) issues with the Credit Repair Organization Act's prohibition of upfront fees for credit services that could restrict how rescoring fees are charged. The presentation seeks answers to compliance challenges but notes more legislative or regulatory action may be needed to resolve conflicts between the rules.
This document provides an overview of consideration in contract law. It defines the elements of consideration as requiring a legal benefit and detriment to both parties. The document discusses the concepts of mutuality of obligation, illusory promises, pre-existing duties, modification of contracts, discharge of debts, unliquidated debts, promissory estoppel, and firm offers. It provides examples and hypothetical cases to illustrate these concepts. The learning objectives are to understand the requirements for valid consideration in a contract.
1. The document discusses the relevance and applicability of force majeure clauses in contracts in light of the COVID-19 pandemic and resulting nationwide shutdown in India.
2. It examines whether COVID-19 qualifies as a force majeure event and what parties must consider before invoking a force majeure clause, such as determining relevant contract provisions and governing laws.
3. In the absence of a force majeure clause, parties may rely on the common law doctrine of frustration. The real estate sector will likely be significantly impacted due to project delays, and developers may seek one-year extensions from regulatory authorities by arguing force majeure.
The document discusses the key aspects of contract law in India including the definition of a contract, essential elements of a valid contract, types of contracts, remedies for breach of contract, discharge of contracts, indemnity agreements, guarantees, partnership law, negotiable instruments, sale of goods act, and company law. It provides definitions, explanations, and examples related to these various legal topics under Indian contract and commercial law.
FORCE MAJEURE CLAUSE: RELEVANCE AND APPLICABILITY IN THE WAKE OF COVID – 19 A...Hitendra Hiremath
Article deals with aspects ascertaining COVID-19 as a force majeure event, the steps to be undertaken by a party to contract before invoking the force majeure clause, absence of the force majeure clause in a contract and impact on real estate sector.
The document summarizes the key changes made by the Building Industry Fairness (Security of Payment) and Other Legislation Amendment Act 2020 in Queensland, Australia:
1. It replaces the existing project bank account framework for Queensland government construction projects with a simplified statutory trust regime for payments to subcontractors and retention monies.
2. It increases the Queensland Building and Construction Commission's enforcement powers to monitor compliance with the new project trust requirements and introduces penalties for non-compliance.
3. For all construction contracts in Queensland, it establishes new offenses for principals and contractors who fail to pay certified or adjudicated amounts by the due date, with penalties of up to $13,345 for individuals and $66
M32089 Construction Contracts And Dispute Resolution.docxstirlingvwriters
This document discusses construction law, contracts, and dispute resolution. It covers several topics:
- Construction disputes typically arise due to breaches of contract requirements or miscommunications between parties.
- UK legislation like the Housing Grants, Construction and Regeneration Act of 1996 and Construction Act of 1996 establish adjudication procedures for resolving disputes and regulate health and safety of construction workers.
- The Health and Safety at Work Act of 1974 and Construction (Design and Management) Regulations of 2015 aim to protect worker health and safety and manage risks during construction projects.
Show Me My Money (Reisenfeld & Company v. The Network Group Inc..docxedmondpburgess27164
Show Me My Money (Reisenfeld & Company v. The Network Group Inc., p. 313)
Why does the court see this case as involving a quasi-contract as opposed to an actual contract? What other case law does the court rely on in finding precedent/support for compensating Reisenfeld? Does this decision appear to follow the golden rule guideline set forth in Chapter 2 (pp. 27 and 28)? Describe another example of an implied-in-fact or quasi-contract that you have experienced or is mentioned in the text.
Note: please read all the information correctly before you begin the assignment I have also copy and paste pages 27 and 28 that you would need to complete the assignment.
CASE
13-3
REISENFELD & CO. v. THE NETWORK GROUP, INC.;
BUILDERS SQUARE, INC.; KMART CORP. U.S. COURT OF APPEALS FOR THE SIXTH CIRCUIT 277 F.3d 856 U.S. App. (2002)
Network Group (“Network”) was contracted by BSI to assist in selling or subleasing closed Kmart stores in Ohio. A few years later, Network entered into a commission agreement with Reisenfeld, a real estate broker for Dick's Clothing and Sporting Goods (“Dicks”). Dicks then subleased two stores from BSI. According to executed assignment and assumption agreements signed in November of 1994, BSI was to pay a commission to Network. Network was then responsible, pursuant to the commission agreement with Reisenfeld, to pay a commission of $1 per square foot to Reisenfeld. There was no direct agreement made between BSI and Reisenfeld.
During this time, Network's sole shareholder was defrauding BSI. This shareholder was convicted of several criminal charges stemming from his fraudulent acts. Network was ordered by the district court to disgorge any commissions received from BSI, and BSI was relieved of any duty to pay additional commissions to Network. As such, Reisenfeld never received his commission related to the Dicks sublease.
Reisenfeld sued in state court for the $160,320 in commissions he had not been paid. In addition to suing Network, Reisenfeld also named BSI as a defendant. The suit alleged, among other things, that based on a theory of quasi-contracts, BSI was jointly and severally liable for the commission.
JUDGE BOOGS: . . .
A contract implied-in-law, or “quasi-contract,” is not a true contract, but instead a liability imposed by courts in order to prevent unjust enrichment. … Under Ohio law, there are three elements for a quasi-contract claim. There must be: (1) a benefit conferred by the plaintiff upon the defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment. …
There is no disagreement as to the first two requirements. It is clear that Reisenfeld's work as broker benefited BSI and that BSI was aware of the work Reisenfeld was doing. The disagreement rests on the third requirement—whether it would be unjust for BSI to retain the benefit it received without paying Reisenfeld for it. … U.
A breach of contract occurs when one party fails to perform their obligations under the terms of a binding agreement. There are two types of breach - anticipatory and actual. Remedies for breach include suing for damages or compensation, an injunction, quantum meruit, rescission of the contract, or specific performance. Damages can be ordinary, special, exemplary, nominal, pre-fixed, or for deterioration. The landmark Hadley v. Baxendale case established that damages must have been foreseeable or naturally arise from the breach.
This newsletter discusses the impact of COVID-19 lockdowns on the construction industry and conferences. It also summarizes recent cases supporting the use of adjudication when a party is in liquidation. Additionally, it examines the complex issue of recovering party costs in adjudication proceedings, with the current prohibition on such awards potentially limiting access to adjudication for those who need it most. The newsletter argues that allowing recovery of party costs as interest in some late payment cases could help balance competing statutory requirements while extending key rights to the construction industry.
2017 AICM Credit Symposium - Australian Institute of Credit ManagementMark Harley
Unfair Contract Terms – generally and amendments for B2B protection (with some exceptions)
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Understanding the Legal Weapons Landlords and Tenants have in Enforcing/Terminating Commercial Leases and the Secrets of How to Negotiate the Best Abatement/Deferment so both Landlord and Tenant are Happy.
1. w w w . a l b l a w f i r m . c o m
w w w . a l b l a w f i r m . c o m
Understanding the LegalWeapons Landlords andTenants Have
In Enforcing Commercial Leases
and the Secrets of How to Negotiate the Best Abatement Deferments
So Both Landlord AndTenant are Happy
2. w w w . a l b l a w f i r m . c o m
(i) Mortgagor will not, without the prior written consent of Mortgagee, (i) waive any default under or breach of any Lease or
any guaranty of any Lease, (ii) consent to or permit any prepayment or discount of rent or payment of advance rent under any Lease
or any Lease Guaranty (other than the usual prepayment of rent as would result from the acceptance on the first day of each month
of the rent for the ensuing month and a reasonable and customary security deposit of not more than two months' rent in
accordance with the terms of any such Lease), (iii) except as required by applicable law and if done so in the regular course of
business, enter into any Lease not in effect on the date hereof without the prior written consent of Mortgagee, or (iv) give any
waiver, consent or approval under any Lease or any Lease Guaranty or take any other action in connection with any such Lease that
would or might impair the value of Mortgagor's interest thereunder or of the Mortgaged Property subject thereto, or impair the
interest of Mortgagee therein, or (v) consent to any assignment of or subletting under the Leases not in accordance with their
terms. Reference is hereby made for the purposes of this Section to Section 291-f of the Real Property Law of the State of New
York.
Lender Permission For Landlord to Negotiate/Modify Lease With Commercial Tenant
3. w w w . a l b l a w f i r m . c o m
The Negotiation
Lease Modification
Deferment
Abatement
Free Rent
The Commercial Landlord-Tenant Pandemic Negotiation
4. w w w . a l b l a w f i r m . c o m
Checking the Lease
Taking the Security Deposit
Sending A Notice Of Replenishment
Suing to Recover Security Deposit
The Security Deposit
5. w w w . a l b l a w f i r m . c o m
Pre-Negotiation Agreement for Commercial Store or Restaurant
PRE-NEGOTIATION AGREEMENT
Date: , 2020
Re: Agreement of lease by and between dated July 5,
2016 ( the “Lease”)
Dear Tenant:
Landlord has received Tenant’s request for a potential
restructuring of the terms of the Lease in connection with
COVID-19. Landlord may be willing to enter into
discussions with Tenant concerning the Lease
(“Discussions”), if Tenant executes a copy of this letter
agreement to confirm the understanding of the parties
with respect to such Discussions and provide Landlord
with certain information and documentation as more
particularly described below…
6. w w w . a l b l a w f i r m . c o m
Determining How Badly the Commercial Tenant Needs the Loan
Determining the Tenant’s Assets
Learning Where the Tenant Keeps its Money
Money from the Government
Purpose of Pre-Negotiation Letter for Landlord
7. w w w . a l b l a w f i r m . c o m
Waiver of Defenses
Confidentiality
Listing of Assets
Proof of Assets
PPP Loan
Bank Accounts
Unemployment Benefits
What You Want in the Pre-Negotiation Letter
8. w w w . a l b l a w f i r m . c o m
Negotiation Examples
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (this “Agreement”), is made and entered into this ____day of
_____, 2020, by and between _______________, whose principal address is
____________________________ ("Landlord") and _____________, whose principal address is
______________________ ("Tenant").
9. w w w . a l b l a w f i r m . c o m
The Negotiation
Abatement
Deferment
The Lender
10. w w w . a l b l a w f i r m . c o m
Negotiation Tips for Commercial Tenants and Landlords
Length of time Left in the Lease/Options
Whether a Guaranty Exists and How Good is the Guaranty
Is there a Good Guy Guaranty
How Viable is the Tenant in the New World/Performance of Tenant Prior to March
The Rent Paid and Rent Landlord Would Get in New Market
Chances Tenant Will Go Into Bankruptcy
Giving a Rent Abatement / Deferment
11. w w w . a l b l a w f i r m . c o m
Lease Modification After Negotiation
12. w w w . a l b l a w f i r m . c o m
The State of Commercial Lending
Lack of Commercial Lending Market
Lack of Credit
13. w w w . a l b l a w f i r m . c o m
NYC Guaranty Law
On May 27, 2020, the New York City Council enacted Int. 1932/2020 into law, an ordinance that is “in relation to
personal liability provisions of leases for commercial tenants impacted by COVID-19.”
As to rent and other financial obligations that arose from March 7, 2020 through September 30, 2020 (“the Covid
period”), landlords may never enforce personal guaranties of certain commercial tenants.
Under the law, the guarantor is again liable for any rent or other charge defaults arising on or after October 1,
2020.
This does not bar landlords from suing guarantors for rent and other financial obligations that arose either before
or after the Covid period.
14. w w w . a l b l a w f i r m . c o m
NYC Guaranty Law
The economic defaults from which the guarantors are relieved of enforcement include:
“utility expenses or taxes owed by the tenant under (the lease or rental agreement), or fees
and charges relating to routine building maintenance owed by the tenant under” the lease or
rental agreement.
15. w w w . a l b l a w f i r m . c o m
NYC Guaranty Law
The bar on enforcement
of the guaranty is permanent.
16. w w w . a l b l a w f i r m . c o m
NYC Guaranty Law
However, the law is limited to very few categories of commercial businesses. The law only applies to
commercial leases that are in these categories: (1) restaurants and bars banned by the Governor’s
orders from on-premises food service; (2) retail establishments shut down for being “non-essential”; (3)
gambling facilities; (4) gym, fitness centers and classes, and movie theaters; (5) hair dressers and other
cosmetic establishments. As to all of these, the enactment protects their guarantors whether or not the
business actually sustained a loss of income due to Covid.
17. w w w . a l b l a w f i r m . c o m
NYC Guaranty Law
For example, it does not apply to residential occupancies, office space, medical and quasi-medical
establishments, religious facilities, spiritual consultants, repair shops other than automobiles and
bicycles, cleaners, storage facilities, museums, galleries.
All of the guarantors who do not qualify for relief under this new law, get no relief from their
guaranties, regardless of whether Covid did or did not impair their financial condition.
18. w w w . a l b l a w f i r m . c o m
On July 6th, Executive Order 202.48 appeared.
It ended the other Executive Orders prohibiting court actions dealing
with rent--
Except it continued for 30 days, stopping commercial evictions and
commercial foreclosures.
Commercial Property Evictions
19. w w w . a l b l a w f i r m . c o m
Frustration
of Purpose
20. w w w . a l b l a w f i r m . c o m
1) The purpose that is frustrated was a “principal purpose” in making the contract, such that without it the
transaction “would make little sense”.
2) The frustration of purpose is substantial;
3) The non-occurrence of the frustrating event was a basic assumption on which the contract was made
and whether the frustrating event was unforeseeable Rockland Development Assocs. v. Richlou Auto Body, Inc.,
173 A.D.2d 690 (2nd Dep’t 1991); Crown IT Services, Inc. v. Koval-Olsen, 11 A.D.3d 263 (1st Dep’t. 2004); Warner v.
Kaplan, 71 A.D.3d 1 (1st Dep’t 2009).
“[w]here, after a contract is made, a party’s principal purpose is substantially frustrated without his fault by the
occurrence of an event the non-occurrence of which was a basic assumption on which the contract was made, his
remaining duties to render performance are discharged, unless the language or the circumstances indicate the
contrary.”
Elements of Frustration of Purpose
21. w w w . a l b l a w f i r m . c o m
Generally, New York courts have narrowly construed the
frustration of purpose doctrine and when determining
whether to invoke this doctrine, they have considered
Narrow Application of Frustration of Purpose Doctrine
22. w w w . a l b l a w f i r m . c o m
Two New York appellate cases, both taking place in 1915, serve as
the foundation to the frustration of purpose.
In both cases, advertisers who were to pay for advertisements in
a yacht race souvenir program were held discharged when the
race was cancelled because of World War I.
Examples / Case Law
23. w w w . a l b l a w f i r m . c o m
Impossibility
of Performance
24. w w w . a l b l a w f i r m . c o m
Impossibility of performance occurs when an unforeseen event changes
things such that the promise or condition no longer can occur. Michael
Hunter Schwartz, Contracts (2d ed. 2015).
Impossibility must be produced by an unforeseen event, such as an act of
God, vis major, or by law. Id. at 200; Kel Kim Corp. v. Central Markets, Inc.,
70 N.Y.2d 900 (1987).
As a result, both parties’ duties under the contract are deemed discharged
by such impossibility.[1] Id.
Impossibility
25. w w w . a l b l a w f i r m . c o m
New York courts construe this doctrine narrowly and use it to
excuse performance only when the destruction of the subject
matter of the contract or the means of performance makes
performance objectively impossible. Kolodin v. Valenti, 115
A.D.3d 197, 200 (1st Dep’t 2014).
Impossibility
26. w w w . a l b l a w f i r m . c o m
Impossibility may be a defense when unforeseen government action prevents the performance of a contract. J.H. Labaree
Co. v. Crossman et. al, 100 A.D. 499 (1st Dep’t 1905). For example, in J.H. Labaree Co., defendants contracted to deliver
certain coffee to plaintiff at New York. Id. at 501. New York City board of health’s order prohibited the landing of the cargo
steamship delivering the coffee in the city. Id. The court found impossibility of performance and excused the defendant
from delivering coffee beans. Id. at 507. The Court said that if the law interferes and renders performance impossible, a
party is excused. Id. at 502. The Court quoted Chicago & Milwaukee Ry. Co. v. Hoyt, 149 U.S. 1 (1893).
There can be no question that a party may by an absolute contract bind himself to perform things which subsequently
become impossible, or pay damages for the nonperformance, and such construction is to be put upon an unqualified
undertaking when the event which caused the impossibility might have been anticipated and guarded against in the
contract, or when the impossibility arises from the act or default of the promisor; but when an event is of such a character
that it cannot be reasonably supposed to have been in the contemplation of the contracting parties, they will not be held
bound by general words which, though large enough to include, were manifestly not used with reference to, the
possibility of the particular contingency which afterwards happened.
Impossibility Example
27. w w w . a l b l a w f i r m . c o m
In Kel Kim Corp., the parties entered into a written agreement to lease a building and land in Saratoga County. Id. at 901.
The lease required plaintiff to procure and maintain public liability insurance coverage. Id. Plaintiff’s liability insurance
policy was canceled because of uncertainty as to the financial condition of its insurer. Id. Plaintiff was only able to obtain
coverage in approximately half of the amount. Id. As a result, defendant served notice of default upon plaintiff. Id. The
court concluded that the doctrine of impossibility of performance was inapplicable, as plaintiff’s inability to comply was
due to a nationwide insurance industry crisis. Id. at 902. The court said that application of the impossibility doctrine hinges
upon a showing that performance of a condition is rendered impossible by an unanticipated event that could not be
foreseen and that given the caprices over the years of the liability insurance industry, this was foreseeable and should
have been guarded against in the contract. Id.
Impossibility Example
28. w w w . a l b l a w f i r m . c o m
Where impossibility or difficulty of performance is occasioned only by financial difficulty or economic hardship,
performance of a contract is not excused. 407 East 61st Garage, Inc. v. Savoy Fifth Ave. Corp., 23 N.Y.2d 275 (1968).
For example, in 407 East 61st Garage, Inc., a parking garage contracted with a hotel to provide the hotel’s patrons with
parking. Id. at 277. The hotel closed prior to the expiration of the contract period. Id. The court considered whether the
closing of the hotel prior to the expiration of the contract period, due to the financial inability of the hotel to remain in
business subjects it to continued liability under the contract. Id. The defendant argued that it was economically impossible
for the hotel to remain in business. Id. at 281. The court said that the excuse of impossibility of performance is limited to
the destruction of the means of performance by an act of God, vis major, or by law, thus where impossibility is occasioned
only by financial difficulty or economic hardship, even to the extent of insolvency or bankruptcy, performance of a
contract is not excused. Id. at 281. The court found that performance by the hotel was at all times possible, although
unprofitable, since the hotel could have remained in business, and thus the legal excuse of impossibility of performance
was not available to it. Id. at 282.
Impossibility Example
29. w w w . a l b l a w f i r m . c o m
Force Majeure
30. w w w . a l b l a w f i r m . c o m
Contractual force majeure clauses are clauses excusing non-performance due to circumstances beyond
the parties’ control. Michael Hunter Schwartz, Contracts (2d ed. 2015).
New York courts have narrowly defined the scope of force majeure clauses and have only excused
performance when they have contemplated the specific event that is claimed to have prevented the
performance. Kel Kim Corp. v. Central Markets, Inc., 70 N.Y.2d 900 (1987).
Force Majeure
31. w w w . a l b l a w f i r m . c o m
New York Force Majeure Clauses do not excuse
rent and therefore are not much help during
this Pandemic.
Force Majeure
32. w w w . a l b l a w f i r m . c o m
Business
Interruption
Insurance
33. w w w . a l b l a w f i r m . c o m
Contagious Diseases Deemed Handicaps
Ownership would be wise to not implement or take any action that treats an infected
resident different from the other residents of the building. Persons with communicable
or contagious diseases are deemed handicapped or disabled persons under federal law.
See School Board of Nassau County, Florida v. Arline, 480 US 273, 284- 286 (1987).
w w w . a l b l a w f i r m . c o m