Articles Posted in Contracts

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An old adage says “caveat emptor” or “let the buyer beware.” Similarly, the law requires parties to a contract to understand what they’re signing before they sign. That obligation is especially high when the contract parties are both equally strong and sophisticated commercial entities. If you are a corporation, trust, LLC, or any other sophisticated business entity, you need to be especially sure that the contract you sign is the agreement you negotiated and wanted. To facilitate that goal, make sure that you have skillful Georgia contract attorneys handling your representation.

An example of this played out in the federal courts earlier this year. The origins of what would become the case began with a contract between a Swiss trust and a U.S. bank headquartered in Ohio. The agreement called for the bank to take possession of bonds worth $428 million (U.S.), hold the bonds for safekeeping, and provide the trust with some additional services. In exchange, the trust agreed to pay the bank $90,000.

A problem arose, and the bank sent the bonds back to the original issuer. The bank notified the trust, but the trust initially took no action. Two years and two months after that took place, the trust sued the bank for breach of contract in federal court in Florida. The bank was in breach because it didn’t maintain possession as promised, and it didn’t safeguard the bonds as promised.

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There are several essential things that go into pursuing or defending a commercial lawsuit. As a plaintiff, you want to bring your case in your preferred location, but you want to take care to be certain that the law will permit you to sue that defendant in that place, lest you lose your case on jurisdictional grounds. As a defendant, it may be necessary to challenge jurisdiction in order to avoid litigation in some faraway place with which you have little to no ties. Regardless of which side you’re on, Georgia business counsel can help you deal with the jurisdictional questions in your commercial case.

A recent federal breach of contract case is an example of how the process can work. The dispute that ended up in federal court was a breach of contract case that pitted a firearms manufacturer against a sales representative. The representative brought his case in state court in Florida, but the manufacturer successfully persuaded the court that the case should be moved to federal court. There are several reasons why a case might be tried in federal court. One is if there’s an allegation of a violation of federal law, which is called “federal question” jurisdiction. Another is if the opposing parties are citizens of different states, and the amount in question exceeds $75,000, which is called “diversity jurisdiction.”

Regardless of whether a case proceeds in federal court or in state court, the court that ultimately handles the case has to have what’s called “personal jurisdiction” over the parties, which means that the parties must either have a certain degree of contact with that state or else voluntarily consent to the case proceeding in that court.

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As the title suggests, this is the beginning of a five-part discussion about contract for deeds.  In this series, I will discuss several topics relating to this contract, including the four remedies that a seller has upon borrower default and why most Georgia attorneys do not recommended this type of agreement for either buyers or sellers.  I begin by providing a description of a contract for deed, its background and application.As the title suggests, this is the beginning of a five-part discussion about contract for deeds.  In this series, I will discuss several topics relating to this contract, including the four remedies that a seller has upon borrower default and why most Georgia attorneys do not recommended this type of agreement for either buyers or sellers.  I begin by providing a description of a contract for deed, its background and application.

A contract for deed is an archaic legal contract, which is seeing recent revival.  Originally referred to as a bond for title, a contract for deed can be called several other names including a land contract, agreement for deed or installment sales contract.  Under Georgia law, all these agreements are treated synonymously.

When a seller of real estate agrees to finance some or all of the purchase price to the buyer, he may use a contract for deed.  While a contract for deed is one way of many to “seller-finance” a transaction, many sellers find it advantageous for the reasons outlined below.  Other ways to seller-finance include a mortgage, security deed or lease-option contract.

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