We have reviewed several cases where sellers have been held liable for failing to adequately disclose environmental conditions in mandated property condition reports even where the property is sold “as is”. Another example is Wise v. Hays, 943 N.E.2d 835 (Ind. Ct. App. 2011), a state appeals court reversed a grant of summary judgment in …
In Stalvey v. NVR, Inc., 2012 U.S. Dist. LEXIS 2506 (N.D. Ohio 1/09/12), the plaintiffs entered into an Ohio Purchase Agreement with defendant for the construction and purchase of a house. As part of the Agreement, defendant provided plaintiff with a Topographic Survey & Improvement Plan that did not depict the presence of wetlands on …
Court allows Claim To Proceed Against Home Builder For Failing To Disclose Wetlands Read More »
In Ferris v. Location 3 Corp., 804 N.W.2d 822 (Wisc. Ct. App. 2011), the plaintiff Ferris purchased real property located from defendant Location 3 Corporation.3 Sometime after closing, Ferris discovered that the landfill adjacent to his property was also a Superfund4 site. Ferris then filed a complaint against Location 3 and certain employees of firm …
Historical environmental compliance is critically important in corporate transactions especially when a business or facility may be subject to a regulatory programs that is evolving or subject to re-interpretation such as the New Source Review program. In such cases, the parties will try to contractually allocate the risks. Despite the fact that these agreements are …
Regulatory Re-Interpretation Triggers Contractual Indemnity Read More »
In Carolyn Vickers Inc. v. Unocal Corp., 2011 Cal. App. Unpub. LEXIS 9642 (Ct. App-2nd Dist. 12/19/11), Alan Little Ventures (ALV) purchased a 4.1 acre tract of land in San Luis Obispo in 2005. The land had been subdivided into 17 lots by the sellers, Phyllis and Alex Madonna (the “Madonnas”), and was zoned for …
Statute of Limitations Bars Purchaser’s Claim For 1981 Pipeline Spill Read More »
The title of this post sounds like a teaser to a bad joke but unfortunately it refers to the latest round of motions in two sprawling lawsuits involving a defunct planned community that was to be developed on what proved to be a part of a world war 2 bombing practice range. The defendants include …
A Lawyer, an Underwriter and an Appraisor-An Update Read More »
Shareholder Representative Services (SRS) recently issued the results of its M&A Deal Terms Study covering 196 private-target acquisition agreements. The deals closed between July 2010 and September 2011. The 2011 study compares results against an earlier study that encompassed deals from July 2007 to July 2010. Some of the interesting findings are: use of escrows …
In the wake of the Great Recession, many foreign investors are buying bulk quantities of condominium units at what they perceive to be distressed prices for projects located in certain gateway cities such as Miami and New York. Frequently, these condominium projects are developed on brownfield sites. In phased transactions where multiple buildings are constructed …
A Chapter 13 debtor had previously owned a gas station. After the New York State Department of Environmental Conservation (NYSDEC) issued a notice of violation involving failing to comply with underground storage tanks (USTs) regulations, the debtor filed its chapter 13 petition. In its Statement of Financial Affairs, the debtor disclaimed knowledge of environmental issues …
In April 2009, the New York Rules of Professional Conduct (Rules) for attorneys replaced the New York Code of Professional Responsibility disciplinary rules (Code). Section 1.6 of the Rules now governs the obligations of lawyers involving confidential information obtained during or relating to representation of a current or former client Rule 1.6(a) provides that a …
NY Ethics Opinion May Erode Confidentiality for Sampling Results Read More »