Notes

Contracts

Truth in Lending

Uniform Commercial Code

Secured Transactions

 

Notes

The firm is experienced in drafting promissory notes that are given or taken in a variety of commercial and real estate transactions. The types of notes range from those that are simple demand notes and clearly negotiable to those that may be tailored to a specialized transaction and may not be considered negotiable. The firm renders advice on the terms and conditions that should be included in a note, depending on the type of transaction at hand. The firm's advice will protect against violation of the usury statutes in the state whose law controls the note. T

Contracts

The firm provides advice and assistance in the preparation of a wide variety of contracts. Many of these contracts, such as a contract for the sale of goods, will relate to transactions affected or controlled by statutes such as the Uniform Commercial Code. Other types of contracts, such as contracts between an owner of real property and a construction contractor for building improvements, will contain provisions that require familiarity with customary standard form agreements used by different industries and business groups. By way of example, such contracts may range from a transaction that requires a licensing agreement for intellectual property, a franchise agreement, a complex real estate exchange contract, or contracts that provide for the employment of company executives. The broad experience that the lawyers in the firm have in the transactional area enable them to assist in both the negotiation and drafting of such contracts that are critical to the success of your business. T

Truth in Lending

Since the firm has always been active in representing financial institutions as well as borrowers, the firm is familiar with, and provides advice regarding compliance with the Federal Truth in Lending requirements. T

Uniform Commercial Code

Compliance with the Uniform Commercial Code is required in most commercial transactions that your business will be involved in. The Code provides the rules that control the sale of goods, the warranties that run with the goods, the responsibilities of the buyer and seller regarding delivery, payment, and risk of loss. The Code provides the terms and conditions that control promissory notes, commercial paper, and other negotiable instruments that are regularly used in commercial transactions. The Code is the source of the rules that control governing the creation and perfection of a creditor's security interest that will secure a purchaser, merchant, or other borrower's promise to pay in the future.  The Code is the statute that provides the rules that control making, endorsing, and negotiating checks and other instruments that are used in commerce.  The interplay among the various parts of the Uniform Commercial Code affects most commercial transactions and often affects the way in which these transactions are structured. T

Secured Transactions

One of the most important tasks that a small business faces is raising the money it needs to expand and grow. Often a bank or commercial lender may not be the preferred source of raising such funds. Rather, the business owner may look to family, friends, or contacts made through other business associates. These sources of capital may be willing to purchase a portion of the business by buying stock, becoming a partner, either general or limited, or acquiring a right to purchase an ownership interest in the future. All of these money raising efforts require that the business owner seek advice to ensure that he complies with the applicable state and federal laws that regulate the sale of securities, as each of these ownership interests is a security. While there are a number of available methods that will permit the sale of ownership interests with a greater or lesser degree of complexity, some documentation will be required to be completed. Past evidence of compliance with the securities laws is helpful and may be necessary for future fund raising efforts to be successful. T

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