Wednesday, September 30, 2009

Lawyers as Facilitators

In many ways, law and development can add a different role for a lawyer. Lawyers in this field of law in many ways act as facilitators between the many people that your client must work with to develop a piece of property. In any project, we must facilitate between our client and the governing bodies (whether it be ADEM, the federal government, or various commitees in charge of zoning or historical districts). As attorneys we would help our client to negotiating with these groups so that we can insure the most positive result for our client, grow or maintain a relationship with these governing bodies for future projects, and possibly furthering the valid interests of each agency.

Next, we must also facilitate between our client and the different laws. More than working with agencies, we must also work under the laws that the agencies must follow. This could include submiting the proper forms, noticing when our client wants something that will require extra formalities (and insuring that we do so), and insuring that the professionals that we hire to develop the land also abide by these rules.

Finally, we must facilitate between the professionals that we have hired to do a specific task and our client. In working with these professionals, we should negotiate to limit any potential liability of our client to these or other individuals. Moreover, we will also have to facilitate between the professionals in creating their contracts to ensure that each person can effectively work together to get the project finished. For instance, if we do not ensure that the architect or engineers draw up plans that are in compliance of the law in a reasonable amount of time, the builders cannot build the plans up to code or cannot finish the project in time to complete his or her own contract.

If, as attorneys, we do not facilitate between governing bodies, the law, and the professionals that we hire then there can never be a completed project, and this certainly does not help our client.

Development Professionals

Working with different professionals in developing a piece of property may be one of the biggest incentives to going into this field of law. Unlike other fields, there is a big opportunity to step out of the legal field and work with a very diverse and potentially interesting group of people. This week's lesson has been much more fun for our group to work on; it allowed us to think "outside of the box" and think in practical terms.

Working in a group was exceptionally helpful for this assignment. Each group member had their own good ideas, and suggestions for more professionals that you may need. These ranged from architects, engineers, bankers, real estate agents, and long list of subcontractors. Each professional group has its own legal issues to explore, ranging from agency law, contracts, torts, and other liability issues.

Tuesday, September 22, 2009

Document Drafting

After creating our original draft of the Letter of Intent and Purchase Agreement and reviewing work that the other groups did, we have discovered a few tips to make our drafts, and possibly future drafting assignments, better. For the letter, we will add a letterhead to make the document appear more professional. Also, following the advice of some of our colleagues, we will try to make the timing more clear, so there can be no confusion. However, I was pleased to find a website with a general listing of what should be in all letters of intent. One tip it gave was to leave a place for the other party to sign, which helps to make sure both parties are on the same page.

As far as our Purchase Agreement, overall we were very pleased with the way it turned out. It was attractive to the eye, and was to the point. However, we will try to fix some nit-picky formatting problems, like the page numbers. Also, in trying to make the contract less complicated, we might have forgotten that this contract is worth over a million dollars to our client, so we should be more specific in the remedies, and other clauses. We also found some good ideas after reviewing the other groups. For instance, we will add an indemnification clause for any trespasser's liability that may occur while performing our inspections, and a broker disclosure clause. I do think that we took proper care to draft the document to be more favorable to our client, without making the contract agreeable for the other party. In all, I was pleased with our work, but our group will certainly do all we can to make it better.

Thursday, September 17, 2009

Due Diligence and Purchase Agreements

This week, The Real O.C. has been working towards drafting a letter of intent and a purchase agreement. Due diligence must be done in order to make informed decisions. Many times the letter of intent is drafted in order to show an interest in purchasing the property, as well as to announce your intentions of performing due diligence by conduct inspections and other research needed to be done. The purchase agreement is a legal agreement that details the sale of the property, and sets forth the price and terms. Different jurisdictions have varying requirements as to what exactly must be in a purchase agreement. Our group is working this week to ensure that our letter of intent and purchase agreement meets these requirements, as well as represents the true interest of our client.

Monday, September 14, 2009

USTs and Old Cloverdale Fishing Pond

After further contacting people with ADEM, it's been discovered that the parcel of land containing the underground storage tanks may be less of a concern as previously thought. Because the tanks that are currently still on the property were inactive before the laws were in place, nothing legally has to be done to the property. However, we are also aware of the possibility of other groups (banks giving loans, etc.) requiring tests to determine if contamination does exist from the UST. If contamination is significant enough, it may lead to other very costly alternatives and mandatory clean up of the existing situation.

Additionally, our group also looked into constructing a fishing pond in the Old Cloverdale area. This gives rise to more environmental concerns and possible issues over habitats of animals. We found that building a pond, even a small pond, could be very costly, and a long process of applying for permits on both the Federal (through the Corps of Engineers) and the State (through ADEM and NPDES) governments.

Next we plan on looking into the legal aspects of actually purchasing this land and getting prepared to make an offer.

Thursday, September 10, 2009

Environmental Concerns

Over the past few days, we have been researching environmental issues that affect several properties in the Montgomery area. This past Wednesday, our class met at the Biscuits stadium. Prior to our class meeting, we did some research on our own to try and discover the history of Riverwalk Stadium. Amy spoke with Dave Davis at ADEM. Mr. Davis was very helpful in getting us the information that we needed. We were able to find out the previous uses of the site before it became the baseball field, how those previous uses left behind potentially hazardous toxins and contamination, and the different approaches that can be taken to mitigate and damage. Mr. Davis was also able to put us in touch with someone that works in the UST(Underground Storage Tanks Program) in order to help answer some of our questions about the Sinclairs site.

As most local residents know, Sinclairs restaurant in Old Cloverdale has not always been a restaurant. Before it became a restaurant, it was actually a gas station that was part of the Sinclairs Oil Corporation and Sinclairs Gas station chain. After speaking with the lady at the UST, we were able to get some valuable information about potential contamination at this site, and we were able to come up with different ways that our client might want to do from here. We should be finishing up our research in the next couple of days, and will present this information to the class on Monday.

Monday, September 7, 2009

Status Update

This week, The Real O.C. has been looking into various environmental factors that could affect the parcel of land our client is considering purchasing. Our group is also researching the property directly across the street, which is where Sinclair's Restaurant is located. Our group members will be calling and visiting several people who we believe may be able to help us find the information we are looking for. Right now, our main environmental concern is the possible pollution that could be left over due to the previous uses of the land before it became a restaurant. We will have more updates coming soon to let you know what we find out!