Download
contract drafting class 19 tues mar 27 n.
Skip this Video
Loading SlideShow in 5 Seconds..
Contract Drafting Class 19 Tues. Mar. 27 PowerPoint Presentation
Download Presentation
Contract Drafting Class 19 Tues. Mar. 27

Contract Drafting Class 19 Tues. Mar. 27

93 Vues Download Presentation
Télécharger la présentation

Contract Drafting Class 19 Tues. Mar. 27

- - - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - - -
Presentation Transcript

  1. Contract DraftingClass 19Tues. Mar. 27 University of Houston Law Center D. C. Toedt III

  2. In the news

  3. Bulletproof a limitation of liability • Abacus Fed. Svgs. Bk. v. ADT Security Serv., Inc., summarized in this blog posting • Diebold’s magic formula: • Limitation of liability • Customer must buy insurance • Customer waives subrogation

  4. Subrogation Party A must buy insurance Party B is an “additional named insured” Party A waives subrogation Waiver is binding on insurance carrier So even if Party B is at fault, insurance carrier can’t sue Party B to recoup payout (See this blog posting for cites)

  5. Z&B Chapter 5ALoan Agreement A guided tour (continued)

  6. Loan Agrmt § 4.1(a) – p. 326 DISCUSSION QUESTION: How can Borrower “cause” its Subsidiaries to comply with the Borrower’s covenants? (Note the definition of “Subsidiary.”)

  7. Loan Agrmt § 4.1(a) – p. 326 DISCUSSION QUESTION: CanBorrower make the reps and warranties about all Subsidiaries? (Note the definition of “Subsidiary.”)

  8. Loan Agrmt DISCUSSION QUESTION: What’s the “nuclear” option for Lender? (Hint: See p. 354, 372-73)

  9. Loan Agrmt DISCUSSION QUESTION: Why might Lender want, or not want, to exercise its “nuclear” option?

  10. Z&B Chapter 5BSecurity Agreement

  11. SPG Agreement – Z&B p. 384 QUESTION: How could these definitions have been structured to reduce the risk of inter-agreement inconsistency?

  12. SPG Agreement QUESTION: Generally speaking, how would Lender perfect its security interest in the Collateral? (Hint: See Z&B p. 376)

  13. SPG Agreement QUESTION: Is it worth the Lender’s while to go through the motions of perfecting its security interest in the Collateral? Not really – perfecting a security interest often isn’t worth the trouble Yes – perfecting a security interest can provide the Lender with benefits

  14. SPG Agreement FACT: Borrower files for bankruptcy protection. QUESTION: What can Lender do with the Collateral? (Hint: See http://goo.gl/35ZlW - scroll down to the “XXX in Chapter 11” heading.)

  15. SPG Agreement § 2.07(a) QUESTION: Why is Borrower required to keep its chief place of business and chief executive office and records in a specific address? (Hint: See UCC § 9.401, Tex. Bus. & Comm. Code § 9.501.)

  16. SPG Agreement § 3.01(b), (c) QUESTION: Must Lender successfully sue Borrower and obtain a judgment before it can proceed against a Guarantor or its assets? Yes No Maybe

  17. SPG Agreement § 3.01(b), (c) QUESTION: If Borrower could successfully defend against a collection suit by Lender, would that stop Lender from collecting from a Guarantor? Yes No Maybe

  18. SPG Agreement § 3.01(b), (c) FACTS: 1) Borrower files for bankruptcy protection. 2) The trustee in bankruptcy success-fully forces Lender to return a payment Borrower previously made, on grounds that it was a “preference.” QUESTION: Can Lender collect the returned payment from a Guarantor? Yes No Maybe

  19. Preferences in bankruptcy FACTS: 1) Supplier fills an order from Customer under a longstanding Master Purchase Agreement. 2) Customer pays Supplier’s invoice. 3) Customer files for bankruptcy protection 89 days later. QUESTION: Will Supplier have to return Customer’s payment? (Hint: See this article.) Yes No Maybe