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Keep Your Lease A Lease: Seventh Circuit Finds the Severability of a Contract Defeats Re-characterization
In the December 2005 issue of this publication, this author reviewed the Seventh Circuit's decision in United Air Lines, Inc. v. HSBC Bank USA, N.A., 416 F.3d 609 (7th Cir. 2005) ('United I'). In that decision, the Seventh Circuit was asked to determine whether a transaction involving land at the San Francisco airport that was denominated as a lease in the agreement would be treated as a lease for bankruptcy purposes. The Seventh Circuit held that it would look at the substance of the transaction and beyond the form and labels imposed by the parties' documentation.
Recently, the Seventh Circuit issued another opinion regarding the potential re-characterization of a lease in the United Airlines case. United Airlines, Inc. v. HSBC Bank USA, 453 F.3d 463 (7th Cir. 2006) ('United II'). Like United I, this case involves a ground lease of land at an airport and a financing transaction to build facilities for United's use, but this time in Denver. The results of United II are opposite to United I. What is the court's major distinction? Unlike United I, the ground lease and the financing transaction in United II were part of one inseverable document instead of two separate contracts. This holding presents a potentially, surprisingly simple safeguard to lessors/financing providers in the documentation of their agreements.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Judge Rules Shaquille O'Neal Will Face Securities Lawsuit for Promotion, Sale of NFTs
A federal district court in Miami, FL, has ruled that former National Basketball Association star Shaquille O'Neal will have to face a lawsuit over his promotion of unregistered securities in the form of cryptocurrency tokens and that he was a "seller" of these unregistered securities.
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Blockchain Domains: New Developments for Brand Owners
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.
Supreme Court Rules Rejection of Trademark License Does Not Rescind Rights of Licensee
Mission Product Holdings, Inc. v. Tempnology, LLC The question is whether a debtor's rejection of its agreement granting a license "terminates rights of the licensee that would survive the licensor's breach under applicable nonbankruptcy law."