COUNSELORS AT LAW
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Areas of Practice |
Some Practical Illustrations of How we Have Helped Clients in the Past The following illustrations are provided to allow prospective clients to understand the range of services which we are able to offer to business and commercial clients. Successful legal services are not merely reactive, but are also pro-active and preventive. The idea is to try, through proper planning to avoid the more serious problems, and unnecessary cost and expense of litigation. On the other hand, when you are forced into litigation, what you need are lawyers who are sensitive to you and your interests, who will keep you informed and who will exercise restraint when appropriate, but who also understand litigation and its limits and proper uses. Your legal counsel should also assist you in achieving your legitimate goals. We believe that we are that kind of law firm. We will not automatically say “no,” but will look always for the right way to get where you want to go, if there is a proper way to do it. At the same time, if the answer is “no” that’s what you will be told, but with an explanation so that you understand the limits of what can be done and why. We believe that we offer a range of competent and qualified lawyers to help you to do the possible. With these concepts in mind, the following are offered to let you see what we have done and how we try to do it, in close cooperation with our clients. |
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Environmental Counsel to Large Corporation
One example of a complex commercial and environmental case handled by the firm involved the defense of a metals recycling plant against allegations of fraud, breach of warranty, breach of contract and other related claims based upon the alleged concealment of PCB contamination in a sale of property. After a trial that lasted more than two months, the jury rejected the plaintiffs’ claims and found in favor of the land owner on its counterclaims to recover costs of remediation. Finding that the purchaser had caused most of the contamination, the jury awarded our client more than $1.1 million in response costs. We have represented this company, its parent corporation and sister entities in all of their environmental matters, including handling the environmental implications of several divestitures.
Seal and Gasket manufacturer and seller
Our clients are three individuals who were terminated from a seal and gasket manufacturer without cause. They set up their own company and started to manufacture and sell gaskets and seals. Their former employer sued to enjoin them from competing. We were retained to represent the new company in the law suit. After proceeding with the defense for a period of time, we negotiated a reasonable compromise which allowed our clients to continue in the business. Our ongoing representation has evolved into acting as the company’s counsel in all matters.
In the years since our initial retention, we have negotiated several contracts, and two acquisitions of smaller companies in the same general line of business. We have acted as the scrivener for a shareholders agreement among the principals. When the company suffered a severe fire loss, we coordinated engagement of an adjuster and negotiation of the settlement with the insurance company. When the landlord refused to make required repairs, we provided counseling in terminating the lease, and thereafter, successfully (a) assisted in negotiating a lease with a new landlord, (b) defended against the old landlord‘s claim for damages and rent, and (c) recovered substantial damages for the deductible and loss of business which was not covered by the company’s insurance.
In addition to representing the company, we have provided representation to the firm’s principals in resolving certain family disputes, as well as establishing estate plans, and negotiating and closing on individual real estate purchases, among other things. Our representation continues, as we assist our client in maintaining its corporate identity, and satisfying all of the legal formalities. We continue to provide advice and counseling to the firm’s principals and in matters where there is no conflict to their families as well.
Individual business and real estate purchaser
Our client purchased a small business and the associated business property. Because it was not possible to do the preferred due diligence on the condition of the real estate, we negotiated very strong business and real estate condition warranties. After the purchase was completed, our client discovered that the real estate was in a seriously deteriorated condition, which had been hidden from inspection and view. As a result, in the ensuing litigation, we were able to obtain a very favorable result which included payment by the seller to our client of substantial cash, as well as cancellation of the purchase money mortgage.
Seller of computer business
Our client had developed a successful computer services company. He entered into negotiations for the sale of his assets to another company, but was concerned that the acquiring company might not be as strong financially as represented. We negotiated a special set of representations and warranties, which, when the fears our client had proved correct, led to an agreement to rescind which left our client whole, and in fact, allowed him to retain the modest cash payment he had received in the transaction.
We acted as environmental counsel for a company which owned a manufacturing
plant in
Another sale of business assets
in a fabric manufacturing and dyeing
and finishing plant with claims of serious environmental problems
Four former shareholders of a company sold their shares to a fortune 500 company. After USEPA found groundwater contamination at the company’s dyeing and finishing plant, it sued the former shareholders to recover the clean-up costs, which were more than the shareholders received in payment for their shares. Our environmental and commercial lawyers were able to successfully defend our clients, leading to a settlement, after three weeks of trial, for the same amount of money offered at the very beginning of the case. In the settlement, the buyer agreed to reimburse our clients for the settlement payment from the first dollars received in any insurance recovery. The settlement with one insurer was enough to fully reimburse our clients.
Real estate developer
A regional real estate development company retained our services in a series
of projects in suburban
Developer of Shopping Center and catering hall
Several years ago, the partners in a distressed shopping center development retained us to help save the partnership from virtually certain bankruptcy resulting from the collapse of the real estate market and the withdrawal of promised additional financing from the partnership’s bank. Through a combination of the partners’ perseverance, and the judicious combination of timely suit for an injunction and renegotiation of the bank’s position, an accommodation among certain trade creditors and other actions, the project was saved. Today the center and its related catering hall is one of the bank’s largest and a favorite customer.
In the process, we were called upon to oversee litigation in several courts and other forums, as well as fend off attempts to wrongfully claim that the partners had violated various environmental laws in the design and construction of the center.
Today, we represent the partners and other related parties, who own and operate a number of diverse businesses, and own and operate several other investment projects.
A local and regional courier service
A new client called upon us to represent it in the aftermath of a failed acquisition of another business which provided bonded warehousing and delivery of alcoholic beverages. As a result of a combination of poor timing and lack of proper supervision and oversight by the company’s own management, the client was forced to terminate the arrangement it had undertaken as an interim measure before the deal could be closed. The company was suffering severe losses, and the person charged with responsibility for the successful transition was found to be self-dealing and not properly managing the businesses. As a result of careful investigation, properly timed litigation and closely directed discovery, our client was able to successfully bring the matter to an acceptable conclusion, sever ties with the acquired company, end ongoing losses, recoup some of the losses already incurred, and ultimately to identify the causes for the failed deal and terminate the responsible person.
We are now providing general counseling services to this client, which includes ensuring compliance with corporate formalities, review of contracts and agreements, and providing regular counseling and advice.
Sale of business to Fortune 500 Company
Three brothers who developed a business they inherited from their father into a large regional food business were approached by a Fortune 500 Company about a possible sale. Our lawyers represented this business in the sale of stock to the company, successfully negotiating the Agreement of Sale and numerous collateral agreements.
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