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A well-drafted personal guaranty of payment and performance provides peace of mind for the diligent lender. It is not only irrevocable, but also covers future extensions of credit and includes broad waivers of defenses. Even when a lender is faced with a bankruptcy proceeding, the guarantor’s promise to pay the full amount of a debt is inviolate: a claim against the guarantor need not be reduced to account for recoveries from other sources unless and until the creditor is…
Continue Reading Lenders Beware: The Effect of Bankruptcy on Personal Guaranties

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Over Memorial Day weekend, the Illinois Legislature unanimously passed a bill that would make significant changes to Illinois law regarding non-compete and non-solicitation agreements. If signed into law by Gov. Pritzker, which is widely anticipated, it will become effective and apply to any such agreements entered on or after, January 1, 2022. It will not affect agreements entered before January 1, 2022. The new bill would ban non-compete and non-solicitation agreements outright for many employees and place new conditions…
Continue Reading Soon-to-Be Illinois Law Will Prevent Many Non-Compete and Non-Solicitation Agreements With Employees

Leverage.

Maintaining superior leverage in an M&A transaction allows a buyer or seller to gain an advantage when negotiating terms of the transaction. If you don’t have it, it can cost you tens, hundreds, thousands or millions of dollars, depending on the size of the transaction. Buyers may gain leverage in a transaction during due diligence when the seller has not done its own due diligence prior to delivering requested business information to the buyer. In order to avoid…
Continue Reading Leverage: The Hidden Key in Contractual Due Diligence

The Wisconsin Home Improvement Practices Act, Wis. Admin. Code § ATCP 110, (“HIPA”) is a consumer protection regulation imposing contract and business practice requirements on contractors performing home improvement projects[1].  It also provides that attorneys may recover double damages and attorney’s fees if successful in pursuing a claim against a contractor who fails to comply with the Act[2].  Although the legislature intended HIPA to shield consumers from unscrupulous contractors, attorneys may turn it into a…
Continue Reading Wisconsin Home Improvement Practices Act Claims Rejected

With the current worldwide pandemic, it is a good time to check your commercial insurance policy and any recent amendments. Most likely you do not have virus coverage for liability claims. Many recent amendments clearly state modification to your insurance and it now eliminates any insurance coverage by EXCLUSION – INFECTIOUS OR COMMUNICABLE DISEASE.
The legal impact is that under a lease or contract with indemnification for other party’s claims one could pick up liability for their employees or…
Continue Reading COVID and Insurance Exclusions

You may already know a bit about notaries. That’s when you have to show your driver’s license and sign a piece of paper so the person who pretended they were a bouncer while looking at your ID can put a stamp on the paper confirming that you are you. Or as the Wisconsin Department of Financial Institutions (“DFI”) puts it: A notary public is an individual issued an appointment by the Secretary of the Department of Financial Institutions to…
Continue Reading Let’s Meet RON (Remote Online Notarization)

I’ve written about this topic before, but it keeps reasserting itself in client questions, comments, and requests on a regular basis – so, I suppose it’s time to write about it again.

“We want a quick one page agreement.”

“Collin, I need a simple commercial lease, no more than three pages.”

“They don’t like written agreements, they will never sign this – it’s too complicated.”

“I remember the good ol’ days when deals were done on a handshake. Why…
Continue Reading Contracts: On the Back of a Napkin

Businesses don’t typically enter into contracts thinking that one of the parties will breach and the matter will end up in court. As a result, the provision dealing with where the parties must litigate a dispute, known as a forum selection clause, often does not get the attention it deserves. It does not help that the provision is usually buried in boilerplate language near the end of the contract.

The forum selection clause specifies where the parties must litigate…
Continue Reading Negotiating a Business Contract? Don’t Ignore Forum Selection Clauses