what kind of attorney do i need for reviewing commercial loan contracts

Do I need a lawyer to review contracts?

Therefore, if you need help with drafting and reviewing a contract, you should hire a local contract lawyer for further assistance. An experienced contract lawyer can make sure that your contract complies with all relevant laws and that it will be considered legally valid in …

What does a commercial lawyer do?

A top-rated trial and transactional lawyer with more than seven years of total legal experience, Mr. Corbin provides exceptional counsel and support to clients across the greater Denver metro and surrounding areas who have legal needs involving any of the following: business and corporate law; contracts and agreements; incorporations, partnerships and other entity …

What does a contract lawyer do?

that are generally included in contracts for the supply of goods and services, but may be applicable to many types of commercial agreements. Not all commercial contracts include each of the provisions discussed in this Note. Counsel should select the provisions that are appropriate for a specific transaction.

Do I need a lawyer to draft a contract?

Whether you are a small business, large company, or individual, a contracts lawyer can offer the legal advice you need when dealing with contracts. Contracts lawyers negotiate contracts, handle contract drafting and revisions, and execute legally enforceable agreements, including: Business contracts Employment contracts/employment agreements

How do I review a loan agreement?

Seven important clauses to review in a loan agreementAcceptable uses. First, it's a good idea to make sure you can use the loan for your intended purpose. ... Interest rate. ... Fees. ... Annual percentage rate (APR) ... Collateral. ... Repayment conditions. ... Mandatory arbitration.Jan 12, 2022

When should the owner's attorney be consulted in commercial transactions?

If there is any aspect of a real estate contract that you do not understand, have questions about, or do not feel comfortable with, you should absolutely consult an attorney. A lawyer should be able to guide you through contract modifications, taxes, and financing to help you avoid pitfalls.

What should I look for when reviewing loan documents?

Double-check the loan amount, loan type, loan term, interest rate, monthly payment amount, whether there is a prepayment penalty, whether you are paying points or receiving credits, and other key details. Compare the Annual Percentage Rate (APR) on the Closing Disclosure to the APR listed on your Loan Estimate.

Is reviewing a contract the practice of law?

In Lola, discussed in our earlier post, the Court of Appeals held that document review conducted by a contract attorney is not necessarily “practicing law,” particularly if the attorney “provided services that a machine could have provided.”Jan 4, 2016

Which regulations are related to commercial transactions?

Commercial law, also known as mercantile law or trade law, is the body of law that applies to the rights, relations, and conduct of persons and business engaged in commerce, merchandising, trade, and sales.

Who is responsible for reviewing the settlement statement before closing?

the buyer and the seller have a right to review a filled-in Uniform Settlement Statement (HUD-1 Form) at least 1 business day before closing.

What are the 5 C's of lending?

One way to do this is by checking what's called the five C's of credit: character, capacity, capital, collateral and conditions.Sep 29, 2021

Can a closing disclosure be emailed?

If the Closing Disclosure is provided in person, it is considered received by the consumer on the day it is provided. If it is mailed or delivered electronically, the consumer is considered to have received the Closing Disclosure three business days after it is delivered or placed in the mail.Dec 9, 2015

What is a practicing attorney?

practising lawyer means a person who is admitted to the legal profession by a federal court or a Supreme Court of a State or Territory and who holds a practising certificate (however described) entitling the person to practise that profession.

Which of the following is considered unauthorized practice of law?

The crime of unauthorized practice of law in California consists simply of: Either advertising or holding oneself out as practicing or entitled to practice law, OR actually practicing law, While one is not an active member of the California State Bar or otherwise authorized to practice law by a statute or court rule.

What is Philippine law practice?

Practice of law means any activity, in or out of court, which requires the application of law, legal procedure, knowledge, training and experience. " To engage in the practice of law is to perform those acts which are characteristics of the profession.Sep 3, 1991

How Are Contracts drafted?

Form contracts such as a lease agreement are stiff, which means the contract is drafted by one of the parties and do not have room for negotiation....

What Is A “Contract Review”?

A contract review is when a person signing the contract carefully reviews the document or has their lawyer review the document. This is to make sur...

What Are Some Reasons For Contract Review?

Contracts are necessary in business. Since contracts can be lengthy, many people skim over paragraphs and don’t actually know what they are signing...

What Are Contract Negotiations?

Simply stated, negotiations in a contract involve both parties presenting what they want, then bargaining for a suitable outcome. While negotiating...

What Are The Best Ways to Review Contracts?

Always read a contract before signing your name. Make sure each party understands very clearly what their duties and obligations are, before signin...

What Are The Different Types of Business Contracts?

There are several types of business contracts, here are a few: 1. Agreement for the Sale of Goods 2. Purchase Order 3. Employment Agreement 4. Conf...

Should I Consult A Contract Lawyer When Drafting and Reviewing Contracts?

Negotiating a financial contract can be especially complex. Having a business attorney assist you from start to finish may safeguard you against co...

Why do lawyers review contracts?

In both scenarios, having an attorney review the contract can protect a party against future or current legal disputes. This is because the contract is typically the most important piece of evidence in a legal matter.

What can a lawyer do for you?

In addition, your lawyer can help you draft a clear and unambiguous contract, can explain any terms or conditions that you do not understand, and can answer any questions that may arise during the contract drafting and review process.

What are the terms of a contract?

Many contracts also contain specific terms and conditions. Some common contract drafting terms and conditions include: 1 Force majeure; 2 Arbitration clause; 3 Indemnification; 4 Assignment; 5 Confidentiality; 6 Warranties; 7 Choice of law and forum selection; 8 Time is of the essence clause; 9 Severability; and 10 Liquidated damages clause.

Why is contract drafting important?

The goal of contract drafting is to create a legally binding document in writing that is clear, concise, and as close to the parties’ intentions as possible. The drafting process can be very beneficial for contractual agreements. One benefit of the process is that it allows the parties to discuss the terms of the contract before it becomes binding.

What is a contract in law?

A contract is generally defined as a legally binding agreement made between parties that acknowledges the rights and duties that govern the arrangement. Contracts can be formed through a writing or created by oral agreement. For the purposes of contract drafting, this only refers to written agreements.

What is contract drafting?

Contract drafting is the act of writing down the terms and conditions of an agreement. The parties to a contract may go through several drafts and negotiation sessions before the official contract is finalized. The goal of contract drafting is to create a legally binding document in writing that is clear, concise, ...

What is considered consideration in a contract?

Consideration (usually money); The contract must identify its parties and those parties must possess the legal capacity to enter into the agreement; The subject matter of the contract must be one that is legal (e.g., cannot create a contract to hire a hitman); There must be mutual agreement between the parties; and.

How do commercial loans work?

How Commercial Loans Work. Most business owners apply for a commercial loan so they can get to the next stage in their business. This short-term funding helps with the operations of the company on either a large or small scale. Loans can be used for nearly anything from the purchase of a commercial building to funds needed to pay a surge ...

What is commercial loan?

What Is a Commercial Loan? A commercial loan is a money-lending relationship between a business and a financial institution. Businesses typically take out loans because they are growing at a rate where they require expansion of some type, which may include more equipment, office space, and even more robust operations.

What are the advantages of commercial loans?

It's helpful to know the advantages of a commercial loan so you can make the right decision for your business. Advantages include: 1 Money right away: Even if the loan approval process is lengthy, you'll end up with funds more quickly than saving your revenue and waiting for your available funds to be what you need them to be. 2 Manageable payments: Even if you take out a large loan, you should have a manageable repayment amount every month. 3 Tax-deductible interest: Although you will be paying interest on your commercial loan, the interest you pay is tax-deductible, which can help you at the end of the year. 4 No need to bring on investors: You either started your business on your own or with a core group of people. You could bring on an investor who will supply the business with needed funds, but then you are probably also giving up a part of your ownership in the business in exchange. A commercial loan can give you the capital you need without compromising your percent of ownership in the company.

What can a loan be used for?

Loans can be used for nearly anything from the purchase of a commercial building to funds needed to pay a surge of contract employees. Once a business owner has identified that their company is in need of a loan to continue operations, they usually have to approach the financial institution with collateral.

What happens if you don't have a loan?

However, with the loan, business owners are better able to grow the business and generate the revenue they need to not only pay back the loan but to increase their capital, too.

What is a business line of credit?

Business line of credit: A business line of credit is similar to a credit card in that it's revolving. It's useful if you need a lump-sum of cash, want to choose when and how you use it, and want to avoid paying interest on any amount you don't end up using.

How long does a real estate loan last?

Real estate loan: Real estate loans are for purchasing new business property. Loan terms typically range from five to 20 years, and it's not uncommon to have a balloon payment after a specific number of years of the term.

What are the attachments in a commercial agreement?

Many commercial agreements reference various external documents that are related to the agreement. These documents often play a role in governing the parties’ relationship and form a part of the contract itself. Attachments typically consist of schedules and exhibits. Counsel should ensure that any documents referenced in the agreement are physically attached to the end of the agreement.

What are operative provisions in a commercial contract?

These provisions are transaction-specific. In addition to core financial and risk allocation clauses, there are various substantive provisions that address the specific operational aspects of the commercial arrangement. Examples of key operative provisions that are commonly used in supply of goods and services agreements include:

What is an indemnity provision?

It often includes a duty to defend and hold the indemnified party harmless. Although indemnity may be implied by state law, most commercial agreements contain an express indemnification provision so that the parties can customize their indemnification rights and obligations.

What is commercial IP?

Many commercial agreements involve the use or development of intellectual property (IP). These agreements generally include specific, heavily negotiated provisions governing the ownership, use and protection of IP rights. The main areas to consider when drafting an IP provision are:

What is an inspection rights agreement?

Some commercial agreements address inspection rights, sometimes called access rights, in addition to or instead of, audit rights . Inspection rights are often included in supply and distribution agreements, for example if the supplier wants the ability to inspect or have access to:

What are boilerplate clauses?

All commercial contracts contain various miscellaneous clauses, sometimes referred to as boilerplate. Although these clauses are often not controversial and are generally non-substantive, they have significant practical and legal implications. Counsel should draft them narrowly to suit the needs of the agreement. Examples of these clauses include:

What is recital in contract?

Recitals are an explanation of the purpose of the agreement that provide helpful background information. Drafters should avoid inconsistency and ambiguity between the recitals and the main body of the contract.

Why do you need an attorney to review a lease?

As we have eluded to in the previous points, perhaps the most important reason to have an attorney review your lease agreement is that commercial leases are usually written by the landlord (or more often their attorney), and this means that the contract will be worded in a way that is most favorable to the landlord.

What is included in a commercial lease agreement?

Important points are usually agreed to, such as monthly rent, square footage being rented, term and renewal periods, security deposits and upfront rent, tenant improvement allowance, and many others. These conditions are often included in a letter of intent (LOI). A tenant should expect the points that were agreed upon and spelled out in the LOI to be accurately reflected in the lease agreement, but this is not always the case. A lawyer can thoroughly review the contract to make sure everything is accurate.

What is the most important contract to sign?

When you are starting a new business or moving to a new location, one of the most important contracts you will need to sign is a commercial lease agreement. Many business owners are under the mistaken impression that commercial leases are similar to residential leases, and that each contract contains pretty much the same language.

How long does a commercial lease last?

Commercial leases typically run for three to five years or longer, and the tenant is usually required to provide a personal guarantee for the entire term of the lease. As personal guarantor, you lose all protection that your business entity may provide (e.g., LLC, Corporation), and you are personally on the hook for any unpaid rent, property damage, or other liabilities. Landlords usually do not want to remove the personal guarantor clause, but you may be able to negotiate some flexibility into it.

Can a landlord sublet a commercial space?

Or you may be able to negotiate the right to sublet all or part of your commercial space to another party. A landlord may agree to this as long as they are able to approve the new tenant, and as long as the original lessee remains liable for any unpaid rent or property damage done by the new tenant.

Is an apartment a commercial property?

Pretty much everyone rents an apartment as a place to live, while a commercial property is rented for some type of business use. But each business is unique, and there are many specific ways you may want to use a commercial space, all of which should be addressed in your contract.

Need Help Drafting Or Enforcing A Contract?

Whether you are a small business, large company, or individual, a contracts lawyer can offer the legal advice you need when dealing with contracts.

How Do I Choose A Contract Lawyer?

Consider the following when determining which law firm should provide legal representation for your contract case:

Why is Bank Counsel necessary?

The answer to this question is, quite simply, the bank needs to insure that, if the loan goes into default, the bank's interests are properly protected.

Is Bank Counsel a requirement on all commercial loans?

No. Each bank has different criteria to determine when bank counsel will be required. Frequently the size or complexity of the loan will determine if the bank will require bank counsel.

Who is the Bank Counsel?

Most commercial banks have a list of attorneys with whom they have established a relationship over the years who are experienced in handling commercial transactions.

What does the Bank Counsel do?

The role of bank counsel in a commercial loan is, primarily, to insure that the documentation utilized for the loan: is consistent with the loan terms; properly protects the bank; and is properly executed by all necessary parties.

Who pays the legal fee of Bank Counsel and how is that legal fee determined?

Customarily, the legal fee of bank counsel is paid by the borrower at settlement as a cost of the transaction similar to the fees paid to an appraiser; surveyor; or environmental engineer. In most cases, bank counsel will charge by the hour for their time spent working on the transaction.

How does Bank Counsel interact with Borrower's Counsel?

In most cases, bank counsel is, in essence, looking over the shoulder of the borrower's counsel and is reviewing the work done by borrower's counsel. I have found that the amount of time spent by me as bank counsel (i.e. which translates into the amount of bank counsel's legal fee) is closely related to the experience of borrower's counsel.

Why can't one lawyer represent the interests of both the Bank and the Borrower?

Although the bank and the borrower have some identity of interest in the transaction, i. e. getting the deal closed, in most cases there will be an ethical conflict of interest with one attorney representing both the bank and borrower. The borrower is primarily interested in completing the transaction and receiving its proceeds.

What are the responsibilities of a commercial lawyer?

Duties and Responsibilities of a Commercial Lawyer. Lawyers that have specialized in business law have responsibilities to commercial endeavors. This means that they are obligated to assisting with business transactions and ensuring that deals and arrangements are valid and legal. Many of these duties revolve around contract drafting ...

What is a commercial lawyer?

Commercial lawyers are those that deal with commercial and business legal matters. They assist heavily with transactions, documentation and paperwork, but they may also help in other company issues that require motions, actions and issues with the courts. When hiring a commercial lawyer, the person usually owns a business or is a manager of one.

Why is it important to hire a commercial lawyer?

It is important to obtain these persons as soon as possible to ensure that many transactions are protected and documentation is valid and legitimate. With the use of one of these individuals, it may be possible to prevent disaster and avoid litigation.

How to do a contract review?

Following a contract review checklist can ensure that everything is properly described and outlined leaving little room for interpretation. We highly recommend you to hire a contract review lawyer to help. Some of the actions that should be included in your contract review checklist include: 1 Identifying all parties properly 2 Making sure all terms are defined 3 Including necessary signature blocks 4 Referencing any exhibits, schedules, etc. and making sure they are included 5 Double checking all mathematical formulations 6 Ensuring that the term expiration is explained 7 Including instructions for early termination if applicable 8 Identifying the rights of all parties in regards to the terms of the contract 9 Checking that all of the performance obligations are accurate 10 Verifying the accuracy of payment terms 11 Clarifying any expenses that are reimbursable and how to go about it 12 Verifying the accuracy of warranties and representations 13 Checking for a well-drafted NDA provision 14 Verifying the presence of a non-compete and non-solicitation 15 Checking who will own intellectual property 16 Verifying for indemnification 17 Checking to see if insurance is required or should be 18 Checking for boilerplate provisions 19 Agreeing to governing law and legal jurisdiction 20 Verifying provisions for attorney fees

What should be included in a contract review checklist?

Some of the actions that should be included in your contract review checklist include: Referencing any exhibits, schedules, etc. and making sure they are included. Including instructions for early termination if applicable. Identifying the rights of all parties in regards to the terms of the contract.

When does a contract renew automatically?

In forever contracts, renewals will occur automatically unless notice is given within a narrow time frame, usually a length of time before the contract expires. In the event the cancelation has not been received, the contract will be renewed for another period.

Can you have indemnification removed from a contract?

Indemnification. If you notice that only one party is indemnifying, then it is best to have it removed from the contract unless it can be made to be mutual. Even if it is a situation where one party could never be the cause of liability, it is still vital to include mutual language.

Can you assign a contract without the consent of the other party?

Assignment. You will always want to make sure that the contract your client is signing allows assignment without the consent of the other signing party if the assignment is the result of a corporate reorganization. This can eliminate a significant amount of wasted time and resources.