Product Description

Recent updates:

• Update: April 2023

  Dear Subscriber:

  Thank you for updating your library with the latest version of Massachusetts Real Estate Liens . This newly revised publication brings updated resources within your immediate reach-for fast, accurate, and practical answers to your questions in this highly challenging area of practice.

  Highlights from the 2023 edition include

  • discussions of liens imposed pursuant to G.L. c. 139, s. 3A (securing the reimbursement of costs incurred in removing or repairing unsafe or vacant properties);

  • a review of the provisions of G.L. c. 244, ss. 35A to 35C, establishing a ninety-day right to cure default; an opportunity to request a loan modification; a codification of Eaton v. Federal National Mortgage Ass'n , 462 Mass. 569 (2012) (requiring that a foreclosing mortgagee be the note holder or the authorized agent of the note holder); and a list of actions by creditors that violate Chapter 244;

  • judicial interpretations of the obsolete mortgage statute;

  • foreclosure limitations imposed during the height of the COVID-19 pandemic;

  • references in mortgages to the statutory power of sale;

  • the standards for allowing additional postponements beyond an initial grant of relief from the automatic stay in bankruptcy;

  • the circumstances under which a statement of account must be recorded for a construction project;

  • the Supreme Judicial Court's determination that condominium associations may establish multiple, contemporaneous liens, each securing a separate six-month period of unpaid assessments and each with priority over all mortgages;

  • a First Circuit opinion addressing a condominium association's attempt to seek protection under the U.S. Bankruptcy Code;

  • potential preemption of state condominium law by federal housing and mortgage financing legislation and a finding by the U.S. District Court for the District of Massachusetts that it was "not apparent" that Massachusetts condominium law would be subject to preemption;

  • a Supreme Judicial Court opinion concluding that statutory deadlines applicable to mechanic's liens (and, by extension, condominium liens) were not tolled by COVID-19-related orders pertaining to court proceedings;

  • the extent to which a law firm representing a condominium association seeking unpaid common expenses may be considered a "debt collector" for purposes of the Fair Debt Collection Practices Act;

  • the issuance of Massachusetts Department of Revenue (DOR) Administrative Procedure 500 (Feb. 7, 2022), which addresses estate taxes and the release of tax liens;

  • a 2020 decision of the Supreme Judicial Court finding that MassHealth is subject to a three-year time limit (essentially a statute of repose) on filing claims for reimbursement of benefits received by the decedent; and

  • the standards applicable to the dissolution of a memorandum of lis pendens.

  We trust you will find this updated version of Massachusetts Real Estate Liens an invaluable resource for your practice.

  Very truly yours,

  John M. Lawlor, Esq., MCLE Publications Attorney

Table of Contents

Chapter 1 expand

Tax Alert—The Impact of the 2017 Tax Act on Business Entities

Buy Chapter

Charles R. Kennedy, G. T. Reilly & Company

Chapter 2 expand

Limited Partnerships

Buy Chapter

Hal J. Leibowitz, Esq., Wilmer Cutler Pickering Hale and Dorr LLP
Sarah A. Rothermel, Esq.,

Checklist 2.1

- Considerations for the Drafting of a Limited Partnership Agreement Buy Form

Exhibit 2A

- Limited Partnership Agreement Buy Form

Exhibit 2B

- Certificate of Limited Partnership of Computer Company Limited Partnership Buy Form

Chapter 3 expand

Limited Liability Entities

Buy Chapter

Dimitri P. Racklin, Esq., Racklin Law LLC

Checklist 3.1

- Information Required Under 950 C.M.R. § 112.00 for the Drafting of a Limited Liability Operating Agreement Buy Form

Exhibit 3A

- Operating Agreement for LLC Buy Form

Exhibit 3B

- Due Diligence Items Buy Form

Exhibit 3C

- Certificate of Organization for Limited Liability Company Buy Form

Chapter 4 expand

Tax Considerations in Shareholder and Buy-Sell Agreements

Buy Chapter

Sam A. Mawn-Mahlau, Esq.,

Chapter 5 expand

Stockholders’ Agreements

Buy Chapter

David F. Hendren, Esq., Augmentum Advisors, LLC
Andrew R. Menard, Esq., Cary Pharmaceuticals, Inc.

Exhibit 5A

- Stockholder’s Agreement No. 1 Buy Form

Exhibit 5B

- Shareholder’s Agreement No. 2 Buy Form

Exhibit 5C

- Equity Incentive Plan with Forms of Incentive Stock Option Award and Nonstatutory Stock Option Award Buy Form

Exhibit 5D

- Phantom Stock Plan with Phantom Stock Grant Buy Form

Chapter 6 expand

Documents Relating to Employees and Consultants

Buy Chapter

John F. Adkins, Esq.,
Edward D. Freedman, Esq., Oasys Water
Julia Frost-Davies, Esq., Greenberg Traurig LLP
John Hession, Esq., Morse
Mark Macchi, Esq., Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP
Catherine E. Reuben, Esq., Hirsch Roberts Weinstein LLP
Laurie F. Rubin, Esq., Prince Lobel Tye LLP

Checklist 6.1

- Elements of Noncompete Agreements Buy Form

Exhibit 6A

- Noncompetition, Nondisclosure and Assignment of Inventions Agreement Buy Form

Exhibit 6B

- Severance Agreement with ADEA Release (Individual) [Group] Buy Form

Exhibit 6C

- Exit Interview and Reaffirmation of Obligations Under Employment Agreement Buy Form

Exhibit 6D

- Exit Interview and Reaffirmation of Confidentiality Obligations Buy Form

Exhibit 6E

- Noncompetition Checklist Buy Form

Exhibit 6F

- Sample Demand Letter to Departing Employee Buy Form

Exhibit 6G

- Sample Demand Letter to New Employer Buy Form

Exhibit 6H

- Termination Checklist Buy Form

Exhibit 6I

- Change-of-Control Agreement Buy Form

Exhibit 6J

- Retention Agreement Buy Form

Exhibit 6K

- Benefits Checklist Buy Form

Exhibit 6L

- Key Employee Agreement with Change-of-Control Language Buy Form

Exhibit 6M

- Employment Agreement Buy Form

Exhibit 6N

- Incentive Rights Agreement Buy Form

Exhibit 6O

- Equity Incentive Plan with Forms of Incentive Stock Option Award and Nonstatutory Stock Option Award Buy Form

Exhibit 6P

- Phantom Stock Plan with Phantom Stock Grant Buy Form

Exhibit 6Q

- Stay Agreement Buy Form

Chapter 7 expand

Raising Private Capital

Buy Chapter

John Hession, Esq., Morse

Exhibit 7A

- Term Sheet Buy Form

Exhibit 7B

- Preferred Stock Terms Buy Form

Exhibit 7C

- Model Registration Rights Agreement Buy Form

Exhibit 7D

- Legal Opinion Buy Form

Exhibit 7E

- Preferred Stock Purchase Agreement Buy Form

Exhibit 7F

- Voting and Co-Sale Agreement Buy Form

Chapter 8 expand

Loan Agreements

Buy Chapter

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

Checklist 8.1

- Basic Business Terms of Credit Buy Form

Checklist 8.2

- Loan Closing Buy Form

Exhibit 8A

- Sample Sanctions and Anticorruption Provisions Buy Form

Exhibit 8B

- Loan Agreement Hypothetical and Example Loan Agreement Buy Form

Exhibit 8C

- Revolving Credit and Term Loan Agreement Buy Form

Exhibit 8D

- Single Bank Commitment [Proposal] Letter Buy Form

Exhibit 8E

- Credit Facilities Commitment Letter Buy Form

Exhibit 8F

- Opinion Letter Buy Form

Exhibit 8G

- Credit Agreement Closing Agenda Buy Form

Exhibit 8H

- Certificate of Secretary Buy Form

Exhibit 8I

- Omnibus Certificate of Secretary Buy Form

Chapter 9 expand

Security Agreements and Financing Statements

Buy Chapter

Kelly McEnaney D'Ambrosio, Esq.,
Paul J. Ricotta, Esq.,
Edward M. Sibble, Jr., Esq., Goodwin Procter LLP
Thomas C. Walsh, Esq., Beacon Intermodal Leasing LLC

Exhibit 9A

- Security Agreement Buy Form

Exhibit 9B

- Stock Pledge Agreement Buy Form

Exhibit 9C

- Form UCC-1 Buy Form

Exhibit 9D

- Guaranty Agreement Buy Form

Exhibit 9E

- Landlord’s Consent and Waiver Buy Form

Exhibit 9F

- Assignment of Trademarks and Service Marks (U.S.) Buy Form

Exhibit 9G

- Blocked Account Agreement Buy Form

Chapter 10 expand

Business Acquisition Agreements

Buy Chapter

Gitte J. Blanchet, Esq.,
William F. Griffin, Jr., Esq.,
H. David Henken, Esq., Goodwin Procter LLP

Exhibit 10A

- Asset Purchase Agreement (Buyer’s Perspective) Buy Form

Exhibit 10B

- Escrow Agreement Buy Form

Exhibit 10C

- Promissory Note Buy Form

Exhibit 10D

- Stock Purchase Agreement Buy Form

Exhibit 10E

- Outline of a Typical Acquisition Agreement Buy Form

Exhibit 10F

- Sample Investment Bank Engagement Letter B Buy Form

Exhibit 10G

- Sample Short-Form Confidentiality Agreement Buy Form

Exhibit 10H

- Form of Letter of Intent Buy Form

Exhibit 10I

- Sample Due Diligence Request Buy Form

Exhibit 10J

- Patent Due Diligence Checklist Buy Form

Exhibit 10K

- Form of Closing Agenda Buy Form

Exhibit 10L

- Sample Memorandum Re: Duties of Board of Directors in Responding to Unsolicited Takeover Proposals Buy Form

Chapter 11 expand

Distributorships and Sales Agreements

Buy Chapter

Ivor Cary Armistead, III, Esq.,
Eric Jaeger, Esq.,
James Pollock, Esq.,
Elizabeth C. Sanghavi, Esq., Sanghavi Law Office, LLC

Exhibit 11A

- Purchase Order Buy Form

Exhibit 11B

- Product Development and Supply Agreement Buy Form

Exhibit 11C

- Services Supply Agreement Buy Form

Exhibit 11D

- Distributorship Agreement Buy Form

Exhibit 11E

- Manufacturer’s Representative Agreement Buy Form

Exhibit 11F

- Nonexclusive Software Distributor Agreement Buy Form

Exhibit 11G

- Product Distribution Agreement Buy Form

Exhibit 11H

- Short Form Letter Nonexclusive Distribution Agreement Buy Form

Chapter 12 expand

Licensing Agreements

Buy Chapter

Edward G. Black, Esq., Ropes & Gray LLP
Charles H. Cella, Esq., Strong Force Catalyst
Thomas Hemnes, Esq., GTC Law Group LLP & Affiliates
David F. Hendren, Esq., Augmentum Advisors, LLC
Dacia A. Rubel, Esq.,

Checklist 12.1

- Licensing Checklist Buy Form

Checklist 12.2

- Software Licensing Checklist Buy Form

Exhibit 12A

- Trademark License Agreement Buy Form

Exhibit 12B

- License to Commercialize an Entertainment Property Buy Form

Exhibit 12C

- End-User License Agreement Buy Form

Exhibit 12D

- Exclusive License Agreement Buy Form

Exhibit 12E

- License Agreement Term Sheet Buy Form

Exhibit 12F

- Software License Agreement Buy Form

Chapter 13 expand

Documents Pertaining to Chapter 11 Bankruptcy

Buy Chapter

Exhibit 13A

- Bay Tower Petition Buy Form

Exhibit 13B

- Assignment for the Benefit of Creditors Buy Form

Exhibit 13C

- Forbearance Agreement Buy Form

Exhibit 13D

- Bay Tower Schedules Buy Form

Exhibit 13E

- Bay Tower Statement of Financial Affairs Buy Form

Exhibit 13F

- Bay Tower Plan Buy Form

Exhibit 13G

- Bay Tower Disclosure Statement Buy Form

Exhibit 13H

- Bay Tower Amended List of Creditors Holding Twenty Largest Unsecured Claims Buy Form

Exhibit 13I

- Reclamation Buy Form

Exhibit 13J

- Motion for Relief Buy Form

Chapter 14 expand

Organizing the Corporation

Buy Chapter

William F. Griffin, Jr., Esq.,

Exhibit 14A

- Typical Articles of Organization Buy Form

Exhibit 14B

- Other Provisions for Articles of Organization Buy Form

Exhibit 14C

- Indemnification Agreement Buy Form

Exhibit 14D

- Model Bylaws Buy Form

Exhibit 14E

- Model Bylaws for Public Corporation Buy Form

Exhibit 14F

- Shareholder Agreement Under G.L. c. 156D, § 7.32 Buy Form

Exhibit 14G

- Incorporator Action Buy Form

Exhibit 14H

- Director and Shareholder Votes Buy Form

Exhibit 14I

- Other Provisions for Articles of Organization or Bylaws Buy Form

Exhibit 14J

- Appointment of Registered Agent Buy Form

Chapter 15 expand

Legal Opinions

Buy Chapter

Stephen F. Herbes, Esq., Konica Minolta Business Solutions USA, Inc.

Checklist 15.1

- Checklist of Common Areas of Concern Buy Form

Chapter 16 expand

Incorporation Documents for Delaware Corporations

Buy Chapter

Kate R. Henry, Esq., Nutter McClennen & Fish LLP
Elizabeth S. Myers, Esq., Nutter McClennen & Fish LLP

Exhibit 16A

- Certificate of Incorporation Buy Form

Exhibit 16B

- Bylaws of Corporation Buy Form

Exhibit 16C

- Consent of Incorporator in Lieu of an Organizational Meeting Buy Form

Exhibit 16D

- Unanimous Written Consent of Sole Director in Lieu of First Meeting of the Board of Directors Buy Form

Exhibit 16E

- Subscription Agreement Buy Form

Exhibit 16F

- Stockholders’ Agreement Buy Form

Editor(s)

Author(s)