Latest News & Developments in Commercial Real Estate Law
Since 2008, we have used our real estate law blog as a way to keep readers informed about the latest developments and news within commercial real estate law. Some of the topics we regularly address include court decisions on disputed commercial real estate transactions, limited liability company law and high-end residential real estate transactions. In addition to informing readers, we make it a priority to provide an in-depth analysis of the topics we discuss.
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Be careful of creating binding oral agreements.
Justice Demarest tries to help a member of an LLC but criticizes the LLC Agreement.
A clause providing that a landlord or mortgagee won’t be liable for damages may not be enforceable in the face of bad faith conduct.
Fiduciary Duties should be addressed in Delaware LLC agreements.
A survey is crucial in evaluating the real estate owned as part of a business and to make sure you are getting all that you think you are.
Where an owner of a property is a C Corp and the property is its primary asset, its principals frequently seek to sell the stock of the C Corp to avoid the double taxation that would occur if the real estate were sold and the corporation were subsequently liquidated. Purchasing the stock of a C Corp significantly complicates the acquisition of the real estate, but at the right discounted price, the purchase may be attractive to an educated purchaser.
LLC Agreements may restrict access to the records of the Company
The typical clause reciting that contract won't be binding unless countersigned does not defeat claims when signed contract and deposit is held by seller for two weeks.
I have updated my Client Alert on using Delaware instead of New York LLC’s after New York's recent 546-552 West 146th Street v. Arfa New York Appellate Division ruling which refused to grant reimbursement of legal fees to a member of a New York LLC who sued for indemnification under an express indemnification clause because the clause did not expressly mention “fees on fees", i.e., the clause did not expressly authorize reimbursement of legal fees in order to enforce the indemnification provisions. This is directly opposite established Delaware law. My revised Client Alert is set forth below and may be directly viewed here.
Bankruptcy Court has many advantages in resolving commercial real estate mortgage issues.