breach of contract

Parties Battle Over Scope of Seller’s Post-Closing VCP Obligations

Brownfields, Corporate and Real Estate Transactions, Environmental Due Diligence / By

Carroll Co. v. Sherwin-Williams Co., 2013 U.S. Dist. LEXIS 47349 (D.Md. 4/2/13) involved a dispute over the cleanup obligations of a seller. This case illustrates the drawback of having of a seller complete a cleanup after closing. In December 2005, Carroll Company (Carroll) entered into an Asset Purchase Agreement to purchase a chemical blending and […]

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Ct Allows CERCLA Claim Agst Bank To Proceed In Methane Case

Brownfields, CERCLA, Environmental Due Diligence, Hazardous Waste, Lender Liability, Methane Gas / By

Back in October 2011, we discussed a failed $35MM development project where a bank sought damages from three environmental consultants for failing to anticipate methane gas problems at the development site. The plaintiff, BancorpSouth Bank, was a successor by merger to The Signature Bank that had financed the project. The project consisted of 150-acre site that

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Parties Must Proceed To Trial on Meaning of “Satisfactory Phase 1” Contingency

CERCLA, Corporate and Real Estate Transactions, Environmental Due Diligence / By

The twin rulings in Westwood Dev. Partners, LLC v. Draper, 2012 Del. Super. LEXIS 161, 2012 Del. Super. LEXIS 162  (Del. Super. Ct., Mar. 29, 2012) eluded our radar screen last year due to the end of the year crush of deals. While these rulings are admittedly a bit stale, we are sharing them since they provide

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Consultant Unable To Escape NJ Contaminated Fill Case

CERCLA, consultant malpractice, NJ Spill Act / By

We have previously reported on how disposal of fill material tends not to be well-regulated. During the real estate bubble demand for aggregate was at a premium. Due to the scarcity and cost of aggregate or fill material, contractors often use pulverized construction debris from other construction sites as fill material. Despite the fact that

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Trio of NJ Cases Are Cautionary Tales For Home Heating Oil Tanks

NJ Spill Act, Underground Storage Tanks / By

We have previously discussed the risks posed by residential heating oil tanks in a number of posts covering cases in New York , New Jersey , Oregon, Washington, Mass and Canada. Three recent cases in New Jerseyall involve claims of inadequate disclosure of heating oil illustrate. In Dalton v Shanna Lynn Corp., 2012 N.J. Super. Unpub. LEXIS 874 (App. Div. 4/19/12)

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Contamination at Heart of Litigation Over Failed Subdivisions

common law, Disclosure of Environmental Liabilities, Environmental Due Diligence, Hazardous Waste, Lender Liability / By

The Great Recession caused hundreds of residential development projects to ground to a halt. Not surprising, these failed projects have spawned lots of litigation. An interesting Maryland lawsuit involves allegations of fraud and misrepresentation of environmental issues at a development site, and has ensnarled a foreclosing lender. In U.S. Home v Settler’s Crossing, 2010 U.S.

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Non-Reliance Clause Bars Walk-Away Bidder From Recouping Diligence Costs

Corporate and Real Estate Transactions, Disclosure of Environmental Liabilities, Environmental Due Diligence / By

The Delaware Supreme Court ruled that a bidder that declined to proceed with a $170 million could not recover recoup $1.2 million in due diligence and negotiation costs. In RAA Management, LLC v. Savage Sports Holdings, Inc., 2012 Del. LEXIS 271 (Del. 5/18/12) , investment fund RAA Management (RAA) was invited by an investor bank

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Court allows Claim To Proceed Against Home Builder For Failing To Disclose Wetlands

Disclosure of Environmental Liabilities, wetlands / By

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

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Seller Allows Broker To Draft Environmental Condition and Then Loses Breach of Contract Case

Corporate and Real Estate Transactions, oil spills, Underground Storage Tanks / By

Hager’s of Cohasset, Inc. v. Nelson, 2011Minn. App. Unpub. LEXIS 156 (Minn.Ct. App. Feb. 15, 2011) is yet another lesson from a long line of cases that illustrate the risks of not using counsel for commercial property transactions especially those have problematic environmental issues. In this case, the plaintiff operated a fuel-oil business. In October 2007,

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Insurance Requirement Allows Voidable Indemnity Clause To Be Enforceable

Corporate and Real Estate Transactions, environmental insurance, Underground Storage Tanks / By

Can a party be indemnified for its own negligence? In many states, such provisions are void as against public policy. Other some states allow enforcement of indemnification for the indemnitee’s own negligence when the clause expressly references “negligence.” Likewise, many states will enforce indemnities where the indemnified party is strictly liable because of its status

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