Product Description

Recent updates:

• Update: August 2024

  Dear Subscriber:

  Thank you for choosing to keep your volume of Drafting and Negotiating Massachusetts Contracts current with this 2024 edition. Inside, you will find new material on topics including the following:

  • Essential contract terms—meeting of the minds. In chapter 2, find discussion of a 2023 Appeals Court case that contains a clear and comprehensive explanation of fundamental contract principles, while also highlighting typical modern factual circumstances involving email exchanges, counteroffers, acknowledgment and acceptance of changed terms, and modes of performance concerning the seller's breach of an "offer to purchase" mixed-use real estate.

  • Representations and warranties. See chapter 4 for guidance on how to draft a contract where prior representations or warranties were made in a contract negotiation, and how to draft a document where there are no representations or warranties.

  • Escrow agreements. Chapter 5 has updated example agreements in its exhibits.

  • Noncompetition agreements. A practice note in chapter 7 discusses the recent developments relative to the Federal Trade Commission (FTC)'s vote to approve a final rule banning noncompetes with all workers 120 days after publication in the Federal Register, and invalidating existing noncompetes with all workers except senior executives.

  • Leasing. Chapter 8 discusses the instances where a tenant may be unwittingly damaged by insufficient coverage in a lease. For example, where the landlord has liability for injuries sustained due to its negligence, courts, in a commercial context, do not imply an obligation on the part of the landlord to repair unless there is a specific covenant for the landlord to do so.

  • Title 5 inspections. See chapter 9 for discussion of the situation where a tenant may be unwittingly damaged by insufficient coverage in a lease. The landlord's burden to make disclosures in writing within a certain time is discussed.

  We at MCLE hope you will find this updated publication useful in your daily practice and in your law library. Thank you for your continued support as we work to continue "raising the bar" for Massachusetts lawyers.

  Cordially,

  MCLE Press

Table of Contents

Chapter 01 expand

Drafting Contracts—The Fundamentals

Buy Chapter

David J. Officer, Esq., David J. Officer, PC

Exhibit 1A

- Agreement to Purchase Computer Hardware Buy Form

Exhibit 1B

- Agreement to Purchase Computer Hardware Buy Form

Exhibit 1C

- Consultant Agreement Buy Form

Chapter 02 expand

Lessons Learned from Litigators: How to Avoid Litigation When Preparing an Agreement

Buy Chapter

Peter Antonelli, Esq., Peter Antonelli Law PLLC

Chapter 03 expand

Reserved

Buy Chapter

Chapter 04 expand

Representations, Warranties, Covenants, and Conditions

Buy Chapter

Peter G. Calabrese, Esq., Calabrese Law Associates, PLLC.

Exhibit 4A

- Examples of Representations and Warranties from an Asset Purchase Agreement Buy Form

Exhibit 4B

- Example of a Disclaimer of Warranties Buy Form

Exhibit 4C

- Examples of Common Covenants Used in Purchase Agreements and in Loan Agreements Buy Form

Exhibit 4D

- Sample Set of Indemnification Provisions Taken from an Asset Purchase Agreement Buy Form

Chapter 05 expand

Escrow Agreements

Buy Chapter

Kimberly Kramer, Esq., McLane Middleton

Exhibit 5A

- Escrow Agreement When Cash or Other Liquid Deposits Are Held in Escrow Buy Form

Exhibit 5B

- Representative Escrow Agreement When Stock Is Held in Escrow Buy Form

Exhibit 5C

- Representative Escrow Agreement When Source Code is Held in Escrow Buy Form

Chapter 06 expand

Loan Agreements

Buy Chapter

Amy L. Kyle, Esq., Morgan, Lewis & Bockius LLP

Checklist 6.1

- Basic Business Terms of Credit Buy Form

Checklist 6.2

- Other Basic Closing Documents Buy Form

Checklist 6.3

- Loan Closing Buy Form

Exhibit 6A

- Loan Agreement Hypothetical Buy Form

Exhibit 6B

- Loan Agreement Buy Form

Exhibit 6C

- Revolving Credit and Term Loan Agreement Buy Form

Exhibit 6D

- Sample Sanctions and Anticorruption Provisions Buy Form

Exhibit 6E

- Single Bank Commitment [Proposal] Letter Buy Form

Exhibit 6F

- Credit Facilities Commitment Letter Buy Form

Exhibit 6G

- Opinion Letter Buy Form

Exhibit 6H

- Credit Agreement Closing Agenda Buy Form

Exhibit 6I

- Certificate of Secretary Buy Form

Exhibit 6J

- Omnibus Certificate of Secretary Buy Form

Chapter 07 expand

Employment Agreements

Buy Chapter

Bronwyn L. Roberts, Esq., Duane Morris LLP

Exhibit 7A

- Form of Offer Letter (Nonexempt Massachusetts Employee) Buy Form

Exhibit 7B

- Form of Offer Letter (Exempt Massachusetts Employee) Buy Form

Exhibit 7C

- Executive Employment Agreement Buy Form

Chapter 08 expand

Lease Drafting

Buy Chapter

Edward M. Bloom, Esq.,
Gary D. Buchman, Esq., Sherin and Lodgen LLP

Exhibit 8A

- Letter of Intent Buy Form

Exhibit 8B

- Lease Language Pertaining to the Office of Foreign Asset Control (OFAC) Regulations, and Anti-Terrorism Act Buy Form

Exhibit 8C

- Notice of Lease Buy Form

Chapter 09 expand

Residential Real Estate Agreements

Buy Chapter

Steven L. Mangold, Esq., Hemenway & Barnes LLP

Exhibit 9A

- Property Transfer Lead Paint Notification and Property Transfer Notification Certification Buy Form

Exhibit 9B

- GBREB Form: Offer to Purchase Contingency Addendum Buy Form

Exhibit 9C

- REBA Form 9A: Lead Paint Rider for Residential Property Constructed Prior to 1978 Buy Form

Exhibit 9D

- Tenant Lead Law Notification and Tenant Certification Form Buy Form

Exhibit 9E

- GBREB Form: Offer to Purchase Real Estate Buy Form

Exhibit 9F

- REBA Form 9: Offer to Purchase Real Estate Buy Form

Exhibit 9G

- Sample Purchase and Sale Agreements Buy Form

Exhibit 9H

- REBA Ethical Standard No. 1: Consideration Recited in Deeds Buy Form

Exhibit 9I

- REBA Practice Standard No. 19: Home Equity Loan Discharges Buy Form

Exhibit 9J

- REBA Practice Standards Nos. 1, 5, and 7 (Adjustments) Buy Form

Exhibit 9K

- REBA Form 66: Sample Rider Provisions to Residential Purchase and Sale Agreement for Single Family, 1-4 Family, and Condominium Units Buy Form

Exhibit 9L

- Sample Use and Occupancy Agreement (Buyer) Buy Form

Exhibit 9M

- Sample Use and Occupancy Agreement (Seller) Buy Form

Chapter 10 expand

Commercial Real Estate Agreements

Buy Chapter

Teresa A. Belmonte, Esq., Hemenway & Barnes LLP
Steven L. Mangold, Esq., Hemenway & Barnes LLP

Checklist 10.1

- Checklist of Items Deliverable by Seller at a Commercial Real Estate Closing Buy Form

Checklist 10.2

- Checklist of Items Deliverable by Buyer at a Commercial Real Estate Closing Buy Form

Exhibit 10A

- Purchase and Sale Agreement Buy Form

Chapter 11 expand

Reserved

Buy Chapter

Chapter 12 expand

Business Acquisition Agreements

Buy Chapter

William F. Griffin, Jr., Esq.,

Exhibit 12A

- Normalized Financial Statements Buy Form

Exhibit 12B

- Sample Investment Banker Engagement Letters Buy Form

Exhibit 12C

- Sample Short-Form Confidentiality Agreement Buy Form

Exhibit 12D

- Tax Consequences of Sale of Assets and Liquidation Buy Form

Exhibit 12E

- Form of Letter of Intent Buy Form

Exhibit 12F

- Sample Due Diligence Request Buy Form

Exhibit 12G

- Environmental Due Diligence List Buy Form

Exhibit 12H

- Form of Closing Agenda Buy Form

Exhibit 12I

- Tips for Successful Negotiation of Business Acquisitions Buy Form

Chapter 13 expand

Software Agreements

Buy Chapter

Peter M. Moldave, Esq., Gesmer Updegrove LLP

Exhibit 13A

- Master License and Services Agreement Buy Form

Exhibit 13B

- End User Agreement and Product License Terms Buy Form

Exhibit 13C

- Enterprise License and ASP Service Agreement—Pro Supplier Buy Form

Exhibit 13D

- Sample Intellectual Property Ownership Clauses Buy Form

Exhibit 13E

- Service Level Agreement Buy Form

Exhibit 13F

- Sample Indemnification and Liability Clauses Buy Form

Editor(s)

Author(s)