33 N. Dearborn
Chicago, IL 60602
New York Office
80 Broad Street
New York, NY 10004
Lane Hasler has the determination and the flexibility to stick with a case well beyond what an establishment firm would do.
In December, Lane Hasler completed a case that started in 2007 when the owner contacted Lane to resolve mechanics liens being filed against his property as a result of the general contractor issuing false lien waivers. This case went through a first settlement agreement, which the general contractor breached, then a state court enforcement litigation followed by the general contractor's bankruptcy. Next, there was a settlement agreement with the owner of the general contractor that was breached, requiring a state court litigation followed by a bankruptcy. Lane Hasler was able to get the discharge denied in the individual bankruptcy and recover in the corporate bankruptcy property fraudulently transferred. After the personal bankruptcy discharge was denied, there was a second settlement that was breached, resulting in a confession judgment litigation in state court and collection proceedings. It was through the collection proceedings that the individual owner of the general contractor miraculously came up with sufficient funds to make a meaningful cash payment to the owner and the case finally came to a close.
During this 8-year odyssey, Lane Hasler worked with the owner to evaluate each of the options as to its cost/benefit and restructured the fee arrangements to fit the changing nature of the case. In the end, this provided a recovery to the owner where at the various points, it seemed hopeless. And the owner remains a client— calling in Lane Hasler both at the start of a project to make sure the documents are right and at the first sign of trouble to review the situation and provide guidance on the best strategy to protect the contractor's interests.
Startups are fun. Everyone is excited about the new business idea and anxious to get to market. This optimistic atmosphere lends itself to short-cuts in documentation that fail to account for potential future downsides.
This is where the lawyer comes in. He can play devils-advocate and raise the unpleasant issues that are best confronted at the beginning of a project when there are many more options as to the structure.
In November, Lane Hasler assisted in the formation of business to purchase condominiums for short-term rental through services such as airbnb. This project involved all of the customary tasks such as forming a limited liability company, negotiating and documenting an investor agreement, and ensuring the owners had a written buy-out agreement that accurately reflected their agreed exit strategy. There were a few "gosh I hadn't thought of that" moments, and many times that the lawyer was "screwing up the deal" but once the legal structure was in place everyone was satisfied that the extra effort up front would allow for greater comfort throughout the project.
I look forward to assisting this client in growing their business beyond the Chicagoland area with Milwaukee the next target (and since I'm licensed in Wisconsin I will handle that project as well).
The contract between the owner and architect is the place to set the expectations, not at the end of the project.
Lane Hasler completed the negotiation and documentation of an architect's replacement toward the end of an industrial renovation. Prior to retaining Lane Hasler, the Owner had signed the American Institute of Architects Form B-101 and was using an unmodified version of the AIA Form A-201 Conditions of Contract. The parties had made few changes to the Form B-101, so it was evident that little thought had gone into discussing the needs and expectations prior to starting the work. It seems as is all too often the case, the parties thought the standard forms took care of everything and that their project would be the one that has no problems.
When issues arose mid-project about the Architect's progress on construction documents and bidding, the Owner responded by paying slowly, never a good way to motivate someone. The tensions continued into actual construction. The Owner decided to replace the Architect. This is when the Owner discovered that the contract required certain notice and called Lane Hasler to assist in the transaction. After reviewing the contract, Lane had to advise that there were additional issues. The contract did not give the Owner the right to use the Architect's work so the replacement architect would have to redraw the entire project - at the Owner's cost. The Architect had the right to charge "termination fees" which included the Architect's lost profits on the project which had to be paid currently instead of over the remaining term of the project. The prospective replacement architect wanted protection from potential errors by the first Architect.
Lane Hasler negotiated an exit arrangement with the Architect that transferred the right to use the construction documents, but the Owner had to pay the full lost profits and agree to a non-disparagement of the Architect. In order to provide the indemnification required by the replacement architect, the Owner had to pay for a complete review of potential issues by the replacement architect and an additional set of procedures had to be established to preserve the evidence if these potential issues ripened into actual issues, otherwise the Owner's right to claim against the original Architect may have been lost due to "spoliation of evidence".
The Owner's project was completed in October and it is pleased with the results. The mid-stream change in architects, however, would have gone much smoother had the Owner negotiated for better transition provisions in the contract and may not have happened at all had the parties better discussed and documented their expectations in the contract.
Lane Hasler handles all aspects of AIA contracts and advises spending the time and incurring the legal cost to do the contracts right rather than hope there will be no issues on the project.
B. Lane Hasler PC works with property owners - both commercial and residential - who have suffered from inferior construction or renovation work. Among the various issues present in these situations are the owner's desire to have the work corrected promptly, to avoid using the same trades that performed the improper work, and to have the contractor pay the cost of correction.
The first issue is the subject of a recent project in which Lane Hasler assisted a homeowner in negotiations with the homebuilder for the repair of an extensive list of construction errors. The homeowner had attempted for almost a year to get the homebuilder to do the repairs. The homeowner wanted the work done now and was prepared to pay for it and seek recovery from the homebuilder.
This raised the legal issue of "spoliation of evidence" which is a potential for the homebuilder in an action by the owner to recover the cost of corrective work. Spoliation of evidence occurs when the physical subject matter of a litigation is altered or destroyed thereby preventing a party from examining it. In construction cases, if faulty work is corrected then by definition the physical subject matter of the dispute between the owner and the constructor is destroyed. So, for example, fixing the plumbing thereby gives the plumber an ironclad defense.
The solution is to arrange a pre-repair inspection for the contractor. In the recent project, Lane Hasler gave notice to the homebuilder of a list of corrective work that was required and put the homebuilder on notice that if it did not conduct an inspection prior to a specified date that corrective work would be done which would alter the existing conditions. The homebuilder brought in its counsel who attempted to delay the inspection and otherwise set traps for the owner, but Lane Hasler cited to relevant decisions that required the original contractor to conduct a timely inspection or face waiver of the "spoliation of evidence". The critical part of this project was Lane Hasler documenting every step of the process from the initial demand for an inspection through the final letter confirming that the homebuilder was satisfied that it received full and complete access to the property.
The owner is now free to perform the repairs and seek reimbursement from the homebuilder - but that will be something for a future monthly report.
B. Lane Hasler PC works with companies to establish new client intake forms and update or implement contracts with existing clients. All too often, businesses are so focused on landing the client or getting the new project done that they neglect to properly document the agreement.
The lack of a written contract is typically discovered when there is a problem. The client is late paying, the client claims not all the work was done or the client quits mid-project. At this, point the true cost of not having completed the paperwork becomes known.
B. Lane Hasler works with the business' existing practices to create a master form agreement that the business' staff can complete. The master form will have a guide letting the business owner know when it is time to call Lane Hasler in to review changes proposed by a client or prospect. This happens behind the scenes with the business taking the lead so that the process is quick, efficient and does not unduly alarm the client.
In June, Lane was again called by a prospective client that didn't have a written contract and was confronted by a client who wanted the rest of a project completed at no additional cost. After reviewing what documents did exist and the history of the project, Lane advised the business owner of the probable outcome if the matter went to Court, which was not favorable. The business ended up accepting a quick settlement which paid much less than originally agreed and the project was finished for what is now a former client.
B. Lane Hasler PC handles equestrian law matters including drafting trainer agreements, board contracts, horse purchase contracts and, of course, disputes regarding the foregoing.
In June, Lane Hasler was called in to assist in closing the sale of a horse in a transaction documented by the seller, an attorney, where the buyer was leery of sending the purchase price without a bill of sale and the seller refused to release the bill of sale without having received the purchase price.
Lane Hasler put together an escrow arrangement and acted as escrow agent receiving the purchase price from the buyer, the bill of sale from the seller, and releasing both once received. Along the way, Lane noted certain issues with the sale documents that the parties fixed prior to closing.
B. Lane Hasler PC assisted a private secured lender in closing the consensual sale of a portion of the real estate securing a busted loan.
The lender wanted to exit the loan with minimal disruption to the borrower in order to maintain a positive reputation in its market. Lane Hasler worked with the borrower to bring a qualified real estate broker who identified a range of potential purchasers. Lane coordinated the site visits and legal review by various potential purchasers in order to avoid disruption to the borrower and expedite the process.
Once a lead buyer was identified and an offer was made and accepted, Lane drafted the purchase/sale agreement and fended off various attempts by the buyer to renegotiate the terms. A wrinkle in the deal was the post-offer proposal by the private secured lender to finance the sale. The buyer was intrigued and reviewed the proposal, but ultimately decided to use its own capital to close.
The sale allowed the lender to recover 100% of its principal and there is still one parcel of real estate left which, if sold for the market price, will cover the interest and costs associated with collecting on the loan.
B. Lane Hasler PC put a company back together in March. This private business was profitable and busy with its 15 employees servicing dozens of clients. It was so busy that the owner/manager neglected to perform the routine "corporate housekeeping" required for operating a corporate entity. This was abruptly brought to his attention when one of the company's customers threatened to make a claim against the owner personally because a contract was not signed in the corporate name. When asked about this issue, Lane Hasler discovered the corporate record book was incomplete (just the form book purchased when the company was formed), there were no board resolutions for key transactions, and the company lacked routine practices needed to follow the corporate formalities.
Lane Hasler and his staff worked with the company's owner, business manager and sales manager to put the corporate records into proper form and create a checklist/calendar for corporate actions. The goal was to provide the company with procedures that allowed it to self-manage its corporate obligations yet identify transactions or issues that require consultation with an attorney.
The company's owner is now on a once a year review just to make sure everything stays on the right track.
Established businesses often take their "form" contracts for granted. These contracts may have been originally drafted by an attorney or, perhaps are an industry form that has been "tweaked" over the years. Management relies on these contracts for routine or small transactions. The unique or big dollar deals however, call for attorney review of the "standard" contract.
B. Lane Hasler just completed the documentation for a contractor client who landed a multi-million dollar project which was at the highest end of the client's business. The contractor is a new client so B. Lane Hasler first reviewed the existing form which had been used for years. This contract required updating to comply with changes in statute and law, but was fine for the contractor's standard work.
This standard contract would not work for the new project since it was of a size that could break the client and was of a complexity that, without a comprehensive contract, the parties would be constantly consulting their attorneys and the architect. Instead, B. Lane Hasler negotiated a contract using the American Institute of Architects A-Series contract with project conditions modified to reflect the unique aspects of this project. The client has broken ground and by all accounts, both sides are proceeding with the comfort of having a good contract that clearly documents their respective expectations.
Contractors and subcontractors make mistakes - it is just a part of life. What homeowners don't often appreciate is that their construction contract should require the contractor to carry proper insurance and the contractor in turn should require the subcontractors to carry proper insurance.
In January, B. Lane Hasler completed a three year odyssey on behalf of a homeowner to collect from a contractor's insurance company for damage caused by subcontractors and lost/stolen materials and personal property. The contractor had gone out of business making recovery from the contractor's insurance company about the only practical solution. The subcontractors were unpaid and so had offset claims as to the homeowners' claims against them.
B. Lane Hasler gathered available documents and worked with the homeowner and the architect to prepare and submit an insurance claim. The insurance company fought the claim every step of the way. The absence of a contractor complicated matters since much of the proof of the claim would have normally been provided through the contractor. B. Lane Hasler continued to pursue the claim and lay the groundwork for a bad faith rejection claim against the insurance company.
Ultimately B. Lane Hasler was able to obtain a significant settlement for the homeowner which took some of the sting out of the contractor's failures on the project.