Business Law

The bankruptcy court for the Southern District of New York held that certain liquidated damage clauses in an aircraft lease violate New York Commercial Code Article 2-A and, thus, are unenforceable as against public policy, not only against the lessee, but also as against the lessee’s guarantor. In In re Republic Airways Holdings Inc. 2019 WL 630336 (Bankr. S.D.N.Y. Feb. 14, 2019), the bankruptcy court granted summary judgment on the objection to the lessor’s claim on the grounds that the liquidated damage provisions were not reasonable in light of the anticipated harm from default measured at the time of the lease’s formation. Read more

Please join the Nonprofit Organizations Committee for a program on the topic of “California Sales and Use Tax Issues for Nonprofit Organizations.” Our presenter is William H. Gorrod, Of Counsel at Morrison & Foerster LLP. The meeting will be held jointly with the Tax Exempt Organizations Committee of the Taxation Section. This presentation will address California sales and use tax issues impacting nonprofit organizations, including 1) nexus requirements; 2) sales by nonprofit organizations; and 3) purchases by nonprofit organizations. Read more

The California Department of Justice issued a Notice of Modification dated June 5, 2019. The modifications are to the text of the proposed amendments to California Code of Regulations, title 11, Section 300, 301 and 308 and forms incorporated by reference therein. These regulations were originally the subject of a Notice of Proposed Rulemaking published in the California Regulatory Notice Register (Register 2018, No. 52-Z) on December 28, 2018. The proposed modifications are in response to comments received regarding the proposed regulation amendments and for the purposes of clarification. Read more

Summary: A district court in North Dakota has held that under the Seventh Amendment, a plaintiff's corporate veil-piercing claim was for the jury to decide, rather than for the judge. [Marchan vs. John Miller Farms, Inc., 2018 Westlaw 6518660 (D. N.D.).] Read more

As you know, the Uniform Commercial Code (the “UCC”) governs most commercial transactions including sales of goods, personal property leases, negotiable instruments, bank deposits and collections, letters of credit, and secured transactions. It has been adopted on a nearly uniform basis by all 50 states and is regarded as one of the most significant modern legal developments. The drafting and revision process, by which a model code is created and circulated to the states for review and enactment as state… Read more

Summary: A bankruptcy court in Georgia has held that an erroneous and false satisfaction recorded by an unauthorized third party interloper nevertheless destroyed a security deed held by an innocent mortgage lender because the erroneous satisfaction incorrectly stated that the interloper was the assignee of the original loan. [In re Bowers, 2018 Westlaw 6824023 (Bankr. M.D. Ga.).] Read more

Law can be an intense and stressful profession, and minority lawyers often face unique, additional stresses. Join us for a dynamic and unique CLE and workshop on mindfulness and meditation with Jeena Cho, the co-author of The Anxious Lawyer, An 8-Week Guide to a Joyful and Satisfying Law Practice Through Mindfulness and Meditation (ABA). This event is hosted by lead sponsor Orrick, along with co-sponsors APABA-SV, CMCP, and CLA/BLS. Read more

Summary: A California appellate court has held that a trial court had the power to authorize "super-priority" status for a loan to a receiver, which enabled the receiver to remediate illegal conditions on a parcel of real property, even though the new loan pushed the refinancing lender's lien into second place. [City of Sierra Madre vs. SunTrust Mortgage, Inc., 2019 Westlaw 926096 (Cal.App.).] Read more

Are you tired of working nonstop to maintain a fancy office, a full wardrobe of suits and all the other status symbols associated with being a lawyer? Do you ever wonder what it would be like to practice law beachside? Well, then meet Sarah de Diego, who in December moved her home and law practice from Santa Monica to San Juan, Puerto Rico. She and her husband realized that maintaining their Los Angeles lifestyle was becoming too much of a burden, especially after the arrival of their son, Dexter, nearly three years ago. Read more

Summary: Resolving a split in the circuits, the United States Supreme Court held in Mission Product Holdings, Inc. v. Tempnology, LLC, 587 U.S. ___, 2019 WL 2166392 (May 20, 2019), in an 8-1 opinion with broad implications for executory agreements in bankruptcy proceedings, that a debtor/licensor’s rejection of a trademark license agreement did not deprive the licensee of the right to continue to use the trademark within the scope the agreement. (The dissent argued the appeal was moot.) Read more