Enforcing Carve-Out or “Bad Boy” Guaranties
Enforcing carve-out or “bad boy” guaranties in real estate loan agreements—especially in Illinois and other jurisdictions that favor lender protections—requires a strategic blend of contract clarity, trigger precision, and procedural discipline. Here’s how to do it effectively: First, the guaranty must be clearly drafted, with carve-out events precisely defined. Courts have upheld full recourse liability […]
Key Legal Issues in Real‑Estate Loan Defaults
Both lenders and borrowers–no matter how sophisticated they are or how much artificial intelligence they may use–often need reminders of the key issues they need to think about. Are There Any Event of Default & Acceleration Clauses?Most commercial loans define specific “events of default” (e.g., missed payment, breach of a covenant, insolvency). Upon default, lenders […]
Drafting Carve-Out or “Bad Boy” Guaranties
Drafting effective carve-out or “bad boy” guaranties—especially in Illinois or similar jurisdictions—requires a careful balance between lender protection and guarantor fairness. Here are some nuanced tips to help you structure them strategically: Start with precise definitions. Avoid vague terms like “waste” or “bad acts” unless they’re clearly defined. Courts have interpreted ambiguous carve-outs as triggers […]
Case Update: Post-Closing Litigation
In Northern Data AG v. Riot Platforms, Inc., a Delaware court dealt with a case in which the parties disagreed on the final price and submitted several issues to an accounting expert. The expert resolved four issues in favor of the Buyer. To no surprise, the Seller then ran to court. For two of the four […]
Extreme Heat and Manufacturing/Distribution Agreements
I have been asked several questions recently about this issue for obvious reasons. Rather than bore you in one blog post, I decided to bore you in two blog posts. 1. Definitions & Scope 2. Manufacturing-Phase Obligations 3. Distribution-Phase Protections 4. Force Majeure & Excusable Performance 5. Indemnities, Warranties & Liability Caps Clause Type Purpose […]
Getting Ready for the Get Ready: Selling a Business
I hope the cheesy photo grabbed your attention because overlooking key legal aspects of an M&A deal can lead to delays, disputes, or even derail the deal entirely. Here’s a breakdown of the most important legal considerations: 🧾 1. Business Structure and Ownership 📑 2. Due Diligence Preparation 📜 3. Contracts and Assignability 🧠 4. […]
Simple Mistakes That Cause Expensive Litigation
No one is perfect. This is why many of us have jobs. However, many mistakes are avoidable. REALLY AVOIDABLE. These three cases are reminders to sweat the small stuff. Bissell Street I, LLC v. Westbrook Partners LLC (New York): Parties that co-funded and worked together in the acquisition of a $139,000,000 real estate property failed […]
Delta v. Crowdstrike: Third Party Risk Management
The Blue Screen of Death. It scared everyone who saw it. Let’s just say CrowdStrike’s update to customers’ Microsoft systems did not go according to plan. CrowdStrike later explained the error was attributed to a logic flaw in its Falcon sensor configuration update. Put differently, CrowdStrike claims it was a failure in its development process […]
AI and Hiring: A Growing Minefield
A recent analysis published by MIT (Here) analyzed AI technologies that are used to screen and hire potential employees. The analysis found that improvements made using AI interviewer bots, resume screening software, and other platforms that rely on advanced language models are real but significant flaws remain that are problematic. This blog post points out […]
Real Estate LOI Basics
Real estate letters of intent (LOIs) set forth economic terms, provide a checklist of the basic substantive terms, and serve as the starting point for attorneys to draft the formal agreements. Put differently, LOIs are the preliminary understandings of parties who intend to enter into a contract in the future “if the deal works out.’” […]
