Publications

Better Documents

40 Articles and Other Items Found

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How Do You Say Membership Interest For An Equity Pledge? [2022]mail

When a mezzanine lender takes a pledge of membership interests in a Delaware limited liability company, it's not enough for the security documents to refer to "membership interests." Recent litigation in Delaware shows what can go wrong.
One Crucial Clause for Every Agreement [2022]mail

Doing business in an LLC should protect the owners from liability - except when it doesn't. The right contract language can prevent surprises. Joshua Stein offers sample text to consider.
Can We Save Time By Using A Negotiated Document From Another Deal? [2021]mail

Using a negotiated document from another real estate deal might speed up negotiations, but where do the deal-specific elements end and the generic negotiated elements begin?
Sponsor Rights In A Delaware Limited Liability Company - How Far Do They Go? [2020]mail

How far do sponsor rights go in a Delaware limited liability company? Not far enough to allow the sponsor to change the economics of the deal for a passive investor.
Tricky Loan Clauses Can Create Disaster For A Property Owner That Waives Or Defers Rent [2020]mail

A property owner might want to accommodate a tenant's financial distress during hard times, such as a once-in-a-century pandemic. But the owner should first check its loan documents.
Watch Out For Exclusivity Clauses In Term Sheets For Real Estate Transactions [2020]mail

A recent case involving the Durst Organization and Amazon offers a learning opportunity for anyone who considers agreeing to an exclusivity clause in a term sheet.
Confidentiality Agreements: A Base Case and Many Bells and Whistles [2019]mail

A Confidentiality Agreement serves purposes beyond keeping information confidential. This article offers a Model Confidentiality Agreement with optional provisions for Discloser and Recipient, and explains why the most important part of the agreement has nothing to do with confidentiality.
Document Bloatation and a Response [2019]mail

Document templates tend to grow over time, but there's a way to keep contents a reasonable size, while saving optional provisions to use again in other documents. A ground lease is used as an example.
Notwithstanding Anything to the Contrary Contained Herein [2019]mail

The clause "notwithstanding anything to the contrary contained herein" appears frequently in contracts, but it may risk future litigation. A recent federal case illustrates the problem.
An Expensive Dispute About Serial Commas [2018]mail

Should a missing serial comma in a Maine statute cost an employer millions of dollars of unexpected overtime pay? This article parses the law and evaluates two conflicting interpretations.
How a Lender Reviews a Reciprocal Easement Agreement [2018]mail

A reciprocal easement agreement (REA) survives foreclosure; therefore a lender must understand its terms completely, at the risk of impairing the lender's security. This article offers a framework for all parties to analyze a REA, with emphasis on the lender's concerns.
Model Tenant Estoppel Certificate (Form) [2018]mail

A lender or buyer will feel more comfortable going ahead with a transaction when the essential facts of a property's leases, including cash flow, are confirmed. Estoppel Certificates signed by a borrower's or seller's tenants provide this assurance. Joshua Stein's Model Estoppel Certificate is written from the perspective of a lender or buyer.
Strength in Numbering: How to Create Foolproof Section Numbers in Microsoft Word Documents [2018]mail

It's been a frustrating waste of time to create a dependable automatic section numbering system for complex legal documents in Microsoft Word. Fortunately, there's now a reliable solution.
Target Practice For Legalese [2018]mail

Many words that only lawyers use add little or no value to documents. So why use them if substitutes in Plain English are available that are easier to understand?
Can an Email or a Phone Call Create a Legal Obligation to Sell a Loan? [2017]mail

When does the seller lose the right to change its mind in the auction sale of a loan? How does the recent New York Court of Appeals decision in the matter, Stonehill Capital Management v. Bank of the West, affect "preliminary" commercial real estate agreements?
Model New York Contract of Purchase and Sale [2017]mail

Joshua Stein offers an annotated and user-friendly Model New York Contract of Purchase and Sale. It's written in Plain English, uses the active voice, and contains no section cross-references, relying instead on defined terms.
Does Your Agreement Comply With a New Federal Law? [2016]mail

A new federal law gives new protections and rights to companies that own trade secrets. But in order for the new law to apply, a company must know what language to include in its new agreements.
Model Lease Guaranty [2016]mail

Landlords can't always rely on the creditworthiness of their tenants, which is why a guaranty becomes an essential part of the space lease. Joshua Stein offers template language to cover the "full," "partial," and "good guy" varieties of a Model Lease Guaranty.
Model New York Language for Commercial Real Estate Transactions [2016]mail

New York commercial real estate transaction documents include provisions not found anywhere else. This article collects for convenient reference the most common model provisions specific to deeds, guaranties, leases, loan documents and purchase and sale agreements.
Model Opinion of Counsel [2016]mail

A well-written opinion letter from borrower's counsel can give comfort to the lender as well as protect a reasonably careful opinion giver from risk. This article provides templates for a variety of common opinions of counsel for commercial loan closings.
Should Contracts Allow Formal Notices by Email? [2016]mail

We use email for practically all business communications, so should we figure out a way to give formal notice by email? This article examines the issues and offers some suggestions.
A Checklist for Giving Legally Effective Notices [2015]mail

When a transaction heads for trouble, one of the first steps will often involve giving a notice of default (or some other notice). This article explains how to do it right.
Premature Compensation and How to Prevent Unpleasant Brokerage Surprises [2015]mail

A preliminary agreement between the parties can protect an owner from a broker's premature commission claim. This article examines the situations when a broker might be entitled to compensation, and provides model language for owners to protect themselves from premature claims.
When Is a Prepayment Premium Not a Prepayment Premium [2015]mail

Huge economic surprises may be lurking in "boilerplate" language, even when applied to ordinary situations. The case described in this article may persuade lenders and their counsel to revisit their "standard" documents to check how the problems most likely to arise would fare.
It's Complicated But Is It Right? [2013]mail

Legal documents become ever more complex. Can mere humans get everything right?
Why Rights of First Offer and Rights of First Refusal Don't Work [2013]mail

Right of first offer and right of first refusal clauses (ROFO and ROFR) may seem like a good idea, but do they actually work?
Killer Documents [2011]mail

Wouldn't we all save time if lawyers sent out first drafts that were "reasonable" instead of "totally one-sided"? Maybe. And maybe not.
Interview About Writing [2008]mail

How should lawyers go about writing articles? How can they find topics? How can they get past writer's block? What are the risks of writing articles? How do you deal with editors? Joshua Stein answered these and other questions in an online interview, which you can read by clicking anywhere on this paragraph.
Why, When, and How to Create and Use Model Documents [2008]mail

They can save time and money, provide a great training opportunity, and make clients happy.
A Time-Saving Alternative to Complicated, Long-Winded Survey Certificates (With Form) [2005]mail

With survey certificates, shorter can definitely be better. Read why, and review a sample form attached.
How Some "Standard" Language in a Promissory Note Cost a Lender Five Years of Default-Rate Interest [2002]mail

Surprises sometimes lurk in "standard" language. Here's an expensive example from a case in California.
Short and Simple [2002]mail

Seven succinct suggestions for better documents, letters, memos, and reports.
How Could Anyone Possibly Have Comments on My Masterpiece? [2000]mail

Why, when, and how lawyers should obtain comments on their work, and what to do with those comments after receiving them.
Template for a Template - A Checklist to Prepare or Improve any Model Document [2000]mail

When you prepare a document that will become a "form" or a "model" for future transactions, you might want to keep in mind the dozens of suggestions in this article.
The Documents are Ready - Now Get Them out the Door! [1999]mail

Getting the work done is only part the job. You also need to get it to the right place at the right time in the right way.
Writing Clearly and Effectively - How to Keep the Reader's Attention [1999]mail

Some principles to reduce the use of legalese when lawyers write.
How to Use Defined Terms to Make Transactional Documents Work Better [1997]mail

Why, when, where, and how to use defined terms in legal documents.
Cures for the Sometimes Needless Complexity of Real Estate Documents [1995]mail

Why legal documents have become so long and complicated, and what lawyers and their clients can do about it.
How to Amend Transactional Documents [1995]mail

Amendments should change, not ruin, your transactional documents. If drafted with care, your amendments can avoid inconsistencies, uncertainty, and litigation.
How to Prevent Mistakes in Transactional Legal Work [1994]mail

Principles, ideas, and guidelines on how to do your work right, based on an analysis of how it can go wrong. Common sources of ambiguity and problems in legal documents.

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Joshua Stein PLLC
Please Note Our New Address:

110 West 57th Street, 4th Floor
New York, NY 10019 (212) 688-3300

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