Product Description

Recent updates:

• Update: December 2021

  Dear Subscriber:

  Thank you for choosing to keep your copy of Drafting Commercial Documents in Massachusetts current with this third edition.

  Inside, you will find a new chapter (see chapter 16) on incorporation documents for Delaware corporations, written by Kate R. Henry, Esq. and Elizabeth S. Myers, Esq., both of Nutter, McClennen & Fish LLP, Boston. That chapter features three hypotheticals addressing federal ordinary income tax and the corporate dividend rate for individuals (Hypothetical No. 1); issuance of stock and planning against the possibility of a future deadlock relative to a business (Hypothetical No. 2); and the drafting of a stockholders' agreement to institute either a supermajority or a unanimous voting threshold to prevent one stockholder from controlling the company (Hypothetical No. 3).

  This new edition also addresses such issues as these:

  • Agreements pertaining to the employment relationship. Chapter 6 provides a highly detailed checklist offered by Catherine E. Reuben, Esq. and Mark Macchi, Esq., both of Hirsch Roberts Weinstein LLP, Boston, for assessing the contents of a noncompetition agreement. The checklist prompts a practitioner to ask, for example, whether the agreement must be enforced in order to protect the former employer's trade secrets, and what questions to ask in order to determine how the former employer would be damaged by the employee's going to work for the competitor.

  • Credit agreements. Chapter 8, by Amy L. Kyle, Esq. of Morgan, Lewis & Bockius LLP, Boston, offers a credit agreement closing agenda that serves not only as an example of the steps attendant to the closing agenda, but also as an example as to how to draft the agenda itself.

  • Legal opinions. See chapter 16 for practical input on the use of the "survival period," and how it relates to statutes of limitations and the potential for construal as a warranty

  We at MCLE trust that you will find this update useful in your practice and valuable in keeping your business law library current.

  Cordially,

  Maryanne G. Jensen, Esq., MCLE Director of Publications

Table of Contents

Chapter 01 expand

Overview of the Attorney’s Role

Buy Chapter

Alison L. Albanese, Esq., Citizens Financial Group

Chapter 02 expand

Contracts: Offer to Purchase Agreements; Notes, Memos, and Letters; and Purchase and Sales Agreements

Buy Chapter

Robert S. Goldman, Esq.,

Exhibit 2A

- Greater Providence Board of REALTORS® Offer to Purchase Real Estate Agreement Form Buy Form

Exhibit 2B

- Rhode Island Association of REALTORS® Single-Family Purchase and Sales Agreement Buy Form

Exhibit 2C

- Alternative Mortgage Financing Contingency Clause Buy Form

Exhibit 2D

- Alternative Provision on Insurance and Risk of Loss Buy Form

Exhibit 2E

- Rhode Island Association of REALTORS® Real Estate Sales Disclosure Form Buy Form

Exhibit 2F

- Rhode Island Association of REALTORS® Seller’s Lead Disclosure Form Buy Form

Exhibit 2G

- Rhode Island Association of REALTORS® Mandatory Real Estate Relationship Disclosure Form Buy Form

Exhibit 2H

- Authority of Agent for Business Entity: Sample Provisions Buy Form

Chapter 03 expand

Financing a Residential Real Estate Transaction

Buy Chapter

Richard N. Morneau, Esq.,

Exhibit 3A

- Good Faith Estimate Buy Form

Exhibit 3B

- HUD-1 Settlement Statement Buy Form

Exhibit 3C

- Sample Insured Closing Letter Buy Form

Exhibit 3D

- R.I.G.L. § 27-2.6-12, Policyholder Treatment Buy Form

Chapter 04 expand

The Duty to Disclose, Due Diligence, Home Inspections, Environmental and Land Use Law

Buy Chapter

Brian J. LaPlante, Esq., LaPlante Sowa Goldman

Chapter 05 expand

Title Examinations and Title Issues

Buy Chapter

Mark F. Comstock, Esq., Fidelity National Title Group

Exhibit 5A

- Affidavit of Family Facts Buy Form

Exhibit 5B

- Memorandum of Trust Pursuant to R.I.G.L. § 34-4-27 Buy Form

Exhibit 5C

- Common Real Estate Liens Quick Reference Table Buy Form

Chapter 06 expand

Title Insurance Basics

Buy Chapter

M'Liss K. Rinaldi, Esq., Fidelity National Agency Solutions

Exhibit 6A

- Owner’s Policy of Title Insurance Buy Form

Exhibit 6AA

- Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys Buy Form

Exhibit 6B

- Homeowner’s Policy of Title Insurance for a One- to Four-Family Residence Buy Form

Exhibit 6BB

- ALTA Title Insurance Arbitration Rules Buy Form

Exhibit 6C

- Loan Policy of Title Insurance Buy Form

Exhibit 6CC

- Waiver of Selection of Title Attorney Buy Form

Exhibit 6D

- ALTA Expanded Coverage Residential Loan Policy for a One- to Four-Family Residence Buy Form

Exhibit 6DD

- Notice of Availability of Owner’s Title Insurance Buy Form

Exhibit 6E

- ALTA Endorsement 4-06 Buy Form

Exhibit 6F

- ALTA Endorsement 5-06 Buy Form

Exhibit 6G

- ALTA Endorsement 9-06 Buy Form

Exhibit 6H

- ALTA Endorsement 9.1-06 Buy Form

Exhibit 6I

- ALTA Endorsement 9.2-06 Buy Form

Exhibit 6J

- ALTA Endorsement 9.3-06 Buy Form

Exhibit 6K

- ALTA Endorsement 10-06 Buy Form

Exhibit 6L

- ALTA Endorsement 10.1-06 Buy Form

Exhibit 6M

- ALTA Endorsement 13-06 Buy Form

Exhibit 6N

- ALTA Endorsement 13.1-06 Buy Form

Exhibit 6O

- ALTA Endorsement 14 Buy Form

Exhibit 6P

- ALTA Endorsement 14.1 Buy Form

Exhibit 6Q

- ALTA Endorsement 14.2 Buy Form

Exhibit 6R

- ALTA Endorsement 14.3 Buy Form

Exhibit 6S

- ALTA Endorsement 29-06 Buy Form

Exhibit 6T

- ALTA Endorsement 29.1-06 Buy Form

Exhibit 6U

- ALTA Endorsement 30 Buy Form

Exhibit 6V

- ALTA Endorsement 31-06 Buy Form

Exhibit 6W

- ALTA Endorsement 32 Buy Form

Exhibit 6X

- ALTA Endorsement 32.1 Buy Form

Exhibit 6Y

- ALTA Endorsement 33-06 Buy Form

Exhibit 6Z

- ALTA Endorsement 34-06 Buy Form

Chapter 07 expand

Deeds

Buy Chapter

Ronald C. Markoff, Esq.,

Chapter 08 expand

Getting to Closing

Buy Chapter

Mark M. Thayer, Esq., Sayer Regan & Thayer, LLP

Exhibit 8A

- Rhode Island Association of REALTORS® Rhode Island Real Estate Sales Disclosure Form Buy Form

Exhibit 8B

- Rhode Island Association of REALTORS® Single-Family Purchase and Sales Agreement Buy Form

Exhibit 8C

- Real Estate Purchase Addendum Buy Form

Exhibit 8D

- Nonresident Seller’s Election to Have Withholding Based on Gain Buy Form

Exhibit 8E

- Certificate of Withholding Due Based on Nonresident Seller’s Election to Have Withholding Based on Gain Buy Form

Exhibit 8F

- Remittance of Withholding on Sale of Real Estate by Nonresident Buy Form

Exhibit 8G

- Acknowledgment of Discharge of Lien Under R.I.G.L. § 30-71.3 Buy Form

Exhibit 8H

- Seller’s Residency Affidavit Buy Form

Exhibit 8I

- Designation of Agent for Nonresident Landlord Buy Form

Exhibit 8J

- Release of Purchase Agreement and Disbursement of Escrow Buy Form

Exhibit 8K

- Letter to Buyer Buy Form

Exhibit 8L

- Letter to Title Attorney Buy Form

Exhibit 8M

- HUD-1 Settlement Statement Buy Form

Exhibit 8N

- Promissory Note Buy Form

Exhibit 8O

- Mortgage Buy Form

Exhibit 8P

- Affidavit to Be Signed by Seller and/or Mortgagor in Connection with Title Insurance Policy Buy Form

Exhibit 8Q

- Form W-9, Request for Taxpayer Identification Number and Certification Buy Form

Exhibit 8R

- Form 4506-T, Request for Transcript of Tax Return Buy Form

Exhibit 8S

- Substitute Form 1099-S, Proceeds from Real Estate Transactions Buy Form

Exhibit 8T

- Title Insurance Election Form Buy Form

Exhibit 8U

- Agreement to Reapportion Buy Form

Exhibit 8V

- Conflict Waiver Buy Form

Chapter 09 expand

Preforeclosure Issues

Buy Chapter

Charles A. Lovell, Esq.,

Chapter 10 expand

Foreclosure Procedure from Complaint Through Sale

Buy Chapter

Charles A. Lovell, Esq.,

Exhibit 10A

- Notice of Default and Form 34-27-3.2 Buy Form

Exhibit 10B

- Publications List for Rhode Island Foreclosure Advertisements Buy Form

Exhibit 10C

- Sample Mortgage Foreclosure Advertisement Buy Form

Exhibit 10D

- Sample Notice to Mortgagor Buy Form

Exhibit 10E

- Sample Notice to Lienholder Buy Form

Exhibit 10F

- Sample Notice to IRS and Transmittal Letter to Mortgagors Buy Form

Exhibit 10G

- Cranston Foreclosure Ordinance Buy Form

Exhibit 10H

- Warwick Foreclosure Ordinance Buy Form

Exhibit 10I

- Agreement of Sale Buy Form

Exhibit 10J

- Additional Terms and Conditions of Sale Buy Form

Exhibit 10K

- Sample Foreclosure Deed Buy Form

Exhibit 10L

- Certification of Compliance with Mediation Requirement Buy Form

Chapter 11 expand

Title Issues in Foreclosure Practice

Buy Chapter

Michael B. Mellion, Esq., Fidelity National Title Insurance

Exhibit 11A

- Statutory Form Mortgage Deed Buy Form

Exhibit 11B

- Statutory Mortgage Condition (R.I.G.L. § 34-11-21) Buy Form

Exhibit 11C

- Contents and Effect of Short-Form Mortgage Deed (R.I.G.L. § 34-11-19) Buy Form

Exhibit 11D

- Meaning of Mortgage Covenants (R.I.G.L. § 34-11-20) Buy Form

Exhibit 11E

- Statutory Power of Sale (R.I.G.L. § 34-11-22) Buy Form

Exhibit 11F

- Table of Publication Under R.I.G.L. § 34-11-22 Buy Form

Exhibit 11G

- Confirmatory Assignment of Mortgage with Affidavits Buy Form

Exhibit 11H

- Table of Places for Notice Under R.I.G.L. §§ 34-11-22 and 34-27-4 Buy Form

Exhibit 11I

- Table of Daily and Nondaily Public Newspapers Buy Form

Exhibit 11J

- Publication of Notice Under Power of Sale (R.I.G.L. § 34-27-4) Buy Form

Exhibit 11K

- IRS Publication 786 Buy Form

Exhibit 11L

- IRS Publication 4235 Buy Form

Chapter 12 expand

Bankruptcy Issues Relating to Mortgages and Foreclosures

Buy Chapter

Matthew J. McGowan, Esq., Salter McGowan Sylvia & Leonard, Inc.

Chapter 13 expand

Workouts and Related Bankruptcy Considerations

Buy Chapter

Alan L. Braunstein, Esq., Riemer & Braunstein LLP
Arthur D. Brecher, Esq., Brecher, Wyner, Simons, Fox & Bolan, P.C.

Exhibit 13A

- Preworkout Letter and Audit Agreement Buy Form

Exhibit 13B

- Forbearance and Loan Workout Agreement Buy Form

Editor(s)

Author(s)