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Author Archives: Thomas F. Knab

Civil Litigation: Do the Due (Diligence)

Thomas Knab

“Do. Or do not.” — Yoda In most corporate acquisitions and commercial real estate purchase transactions, the buyer contracts for the right to conduct due diligence. In a corporate acquisition, due diligence involves the buyer’s comprehensive appraisal of the business ...

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Civil Litigation: Developing a strategy for pandemic-driven commercial litigation

Thomas Knab

Businesses must protect their contract rights and position themselves to prosecute and defend commercial and contract claims that arise during, and because of, the business disruptions caused by the response to the COVID-19 pandemic. Businesses must assert those rights, such ...

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Civil Litigation: When is a deal a deal?

Thomas Knab

A construction company submitted a bid to serve as the general contractor for a public/private historic redevelopment project. After being told by the developer that it was the successful bidder, over the next several months the construction company participated in ...

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Civil Litigation: The Fourth Department clarifies LLC indemnification rights

Thomas Knab

High legal fees are an unavoidable fact of life for many commercial litigants.  A client’s ability to commence, and successfully litigate, even a highly meritorious case often hinges on whether he or she can afford the inherent cost. This is ...

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My First: Trial by fire — my first jury trial

Thomas Knab

Many years and two law firms ago, my boss brought in a case for Tony, one of his best friends. Tony had purchased some property for his business that turned out to have subsurface petroleum contamination. The seller, a paving ...

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Civil Litigation: House of frauds

The rule requiring many contracts to be in writing and signed by the party sought to be bound in order to be enforceable is called the “Statute of Frauds.” As everyone who has searched Wikipedia knows, that term comes from ...

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Civil Litigation: Law and the art of automobile maintenance

Readers of a certain vintage may recall this TV commercial from back in the day: An auto mechanic who has clearly seen it all gives advice from under the hood about the need to replace your oil filter on a ...

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Civil Litigation: A business approach to business litigation

Some business disputes prove to be so intractable, or cause or threaten such severe economic injury, that they require legal action. In many instances, a lawsuit is the continuation, in a different forum, of an existing business dispute that the ...

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Civil Litigation: Developing remedies for LLC members

Limited liability companies appeared in New York state in 1994, when the New York Limited Liability Company Law (LLCL) went into effect. An LLC is an unincorporated organization (but not a partnership or a trust) of one or more persons ...

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Civil Litigation: The case of a mutually assured dissolution

Six pharmaceutical sales representatives decided to form a corporation, Stonetek. Each of the six shareholders owned 16.67 percent of Stonetek’s stock. Their Shareholders Agreement provided that a shareholder’s stock could be redeemed at book value, which would be periodically updated.

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