Examples of Earn-out Litigation
This blog post shares three real-world earn-out litigations—each in a different forum, each tied to a transaction in the $5 million–$20 million range, and each presumably costing total attorney’s fees greater than $1 million! 1. STX Business Solutions, LLC v. Financial-Information-Technologies, LLC Delaware Court of Chancery │ C.A. No. 2024-0038-JTL (Del. Ch. Oct. 31, 2024) […]
Equitable Servitude In Real Estate
An equitable servitude is a legal term to describe a non-possessory interest in land that operates much like a covenant running with the land. In other words, it operates very much like a restriction on the use of land that is held by a third party. Golf courses provide a great example. In case from […]
Five Real Estate Cases to Know
Economic uncertainty inevitably leads to litigation in all sectors. Here are five different real estate cases with issues that will lead to even more cases filed in the near future. 1. Return of Deposits for Unbuilt Co‑Living Units Case: Thirty‐Three South American Buyers v. Location Ventures (Miami‑Dade Cir. Ct., filed Feb. 2024)Issue: Breach of contract—developers […]
Illinois Law: Use of Proceeds Clauses
This imaginary case serves as a great reminder that precise drafting and prompt enforcement of use‑of‑proceeds covenants can make—or break—a commercial real‑estate loan recovery. CASE FACTS AY Properties, LLC advanced a $2.5 million construction loan to DS Investments, Inc. for the development of a mixed‑use retail property in Chicago, Illinois. Under the loan agreement, disbursements were conditioned strictly […]
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 […]
Forecasting the Key Legal Issues for SMBs in 2026
It is never too early to start worrying about how the legal world will impact your business in 2026. That said, I foresee the key legal issues in 2026 to largely mirror those from 2025. This is not intended to be a comprehensive list; rather, this is a “greatest hits” of generally applicable issues businesspeople […]
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 […]
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.’” […]
Seidman Law Group Podcast Interview
We were recently featured in a podcast: Essential Legal Strategies For Business Owners With David Seidman. Here is the link: Zero To A Hundred – Episode 25 – Zero to a Hundred – Apple Podcasts Thank you to the very impressive Jarrod Guy Randolph. You can learn more about him here: Jarrod Guy Randolph David […]
Key Considerations When Asserting or Defending Reasonable Reliance in Fraud Cases
Plaintiffs must prove that they “reasonably relied” on fraudulent misstatements of material facts to win their cases. Defendants often argue (1) the plaintiff did not sufficiently investigate the truth of the misstatements; or (2) the misstatements were so unbelievable that no reasonable person could have relied upon them. Failure to Investigate: The law does not […]
Newly Enacted Illinois Laws
I am proud to write that the Illinois legislature passed quite a bit of substantive legislation that was signed into law by Governor Pritzker. Business owners need to be aware of what new laws are passed every year. This post shares summaries of a limited number of business-related laws that Illinois companies should know about. […]
Have You Really Thought Through Your Due Diligence?
Due diligence identifies potential risks before closing a deal. The goal is to find problems that may lead to renegotiating, reducing the purchase price, or walking away from a deal. Yet many issues remain hidden despite rigorous due diligence. Earlier in my career I read about issues that were raised in a bankruptcy asset sale […]
Key Tenant Issues In Data Center Leasing Agreements
Leasing a data center is a strategic decision that comes with unique challenges. Here are some of the critical issues you should be aware of before signing a data center lease. 1. Security and Access Data centers house critical infrastructure, making security a top priority. Here are some considerations: 2. Maintenance Responsibilities Data center tenants […]
Commercial Forbearance Agreements: Borrower Considerations
Forbearance is the act of temporarily refraining from taking action against someone or something. In the commercial lending context, forbearance means the lender is refraining from exercising its remedies because the borrower defaulted on its loan. Forbearance agreements can be simple and straightforward. They can also be complicated contracts with many moving parts, […]
Protecting Limited Liability
A recent case in New York serves as an important reminder to follow corporate formalities to protect against “piercing of the corporate veil.” In RPH Hotels 51st S. Owner, LLC v. Icon Parking Holdings, LLC, the defendant holding company was found liable for the debts of three wholly owned subsidiaries. Applying Delaware law, the Court […]
Appraising the Choice of Appraiser
Business and real estate appraisals determine the damages awarded in larger commercial cases. Therefore, the credibility and quality of the appraisal report are paramount. Nonetheless, parties often choose their appraiser because they want the appraiser to provide a valuation that is higher or lower depending on the party’s preferred outcome. This can be a short-sighted […]
IP Licenses Are IP Leases
An intellectual property license is a lease for use of Intellectual property. If attorneys and their clients understood this elemental principle, then licensing negotiations would often be less complicated, less fought over, and less expensive. Certain words are used in the same manner in both types of agreements, such as the words “term”, “termination”, and […]
