Ensure traditional boilerplate clauses aren’t missing from the document that would be needed if the contract is to be enforced.
Often glossed over or relegated in importance to other sections of a real estate purchase agreement, the contract boilerplate serves several vital purposes. Real estate contract boilerplate is much more than just a part of the form. While no party expects to enforce a contract when it enters into the contract, the contract boilerplate could be dispositive in the outcome of the case. In addition, there could be traditional boilerplate clauses that are missing from the document that would be needed if the contract is to be enforced. All parties should understand the issues and ramifications of the boilerplate, despite its name, the boilerplate may need to be retooled for a particular transaction. No party wants to win or lose a case that hangs on the inclusion and drafting of contract … or be subject to adroit lawyers exploiting poor boilerplate to avoid performing under a purchase agreement.Learning Objectives
- You will be able to explain when your choice is of forum or law enforceable.
- You will be able to discuss the difference between force majeure or force minor.
- You will be able to recognize when your integration clauses properly disregard the letter of intent.
- You will be able to identify when liquidated damages clause is enforceable.
Agenda
- What’s the Difference Between Marketable, Merchanable and Insurable Title?
- Is My Consideration Considerate? Can My Buyer Kick the Tires Without Risking the Contract Being Illusory?
- Does My Integration Clauses Properly Disregard the Letter of Intent?
- Is My Liquidated Damages Clause Enforceable?
- Does This Really Survive Closing (and Do I Want It to)?
- How Do I Handle the First to Breach Rule?
- Does the Assignment Clause Allow Enough Flexibility for Me to Use an Spe, and Am I Still on the Hook?
- Is My Choice of Forum or Law Enforceable?
- Will My Attorneys’ Fees Clause Be Enforced?
- What Should I Focus on in Drafting Casualty and Condemnation Clauses?
- Is This Force Majeure or Force Minor (or Whatever the Opposite of Majeure Is)?
- Do You Have Issues With Definitions (Defining Best Efforts, Knowledge or Material Adverse Effect)?
- Is Timing of the Essence Everything?
Speaker(s)
Larry N. WoodardK&L Gates LLP
- Partner of real estate practice group of the Chicago office of K&L Gates LLP
- Practice emphasis in all areas of real estate law, including commercial real estate transactions, real estate development, joint ventures, real estate-based lending, loan workouts, foreclosures, construction law and mechanics liens
- Represents Fortune 500 companies, developers, regional and national banks, institutional investors, special servicers, higher education institutions, units of local government, REITs, contractors, landlords, tenants, receivers and real estate brokers
- Noted speaker and writer on a variety of real estate topics
- Completing acquisition, economic incentives, leasing and complete redevelopment of 1.6 million square foot corporate headquarters
- Recently completed one of the largest investments of Chinese capital in the country
- Adjunct professor of law, The University of Illinois Chicago Law School
- Co-Chair of the Commercial Real Estate Section of the Chicago Bar Association
- Member of the Real Estate and Construction Sections of the Illinois State Bar Association
- LL.M. Degree and J.D. Degree, University of Illinois Chicago Law School; B.S. Degree in real estate, University of Illinois
