LL 449.01 The Art of Lawyering and the Commercial Lease (Fall 2007-2008: 2)
Prerequisite:
None
Corequisite:
None
Property: Land Law and Environmental LawBusiness Law: CommercialSatisfies
ABA Writing Requirement if taken for three credits.
This course will be an exercise in the art of lawyering, using a commercial
lease in a shopping center as the centerpiece. Through the study of cases,
statutes, and commercial documents, and through drafting and negotiating
exercises, we hope to demonstrate how everything the student has learned
in law school will converge on the problems that the fictional clients bring
to the class for solution. Those problems include choice of business entity,
structuring of the transaction, contract formation (e.g., letters of intent)),
use restrictions, anti-trust, free speech (in the shopping mall), restrictions
on transfer of interest by landlord and tenant, financing mechanisms, land
use controls (such as building and zoning regulations), relationships and
contracts with abutters, environmental considerations, defaults and remedies,
and what happens when a tenant or landlord goes bankrupt. In the course
of class discussion, we aim to teach an approach to solving problems and
to impart some commercial savvy, as distinguished from exclusive concentration
on the comprehensive details of a commercial lease. We seek to give students
a sense of the knowledge and skills that are necessary to become trusted
counselors and advisors, beyond being competent legal technicians. During
the course, we will focus on the imaginary Mellow Mall, a suburban shopping
center that straddles the municipal line between the City of Melville and
the Town of Herman. We will keep coming back to two tenancies: (1) that
of Noble and Schneider, a department store of the Lord & Taylor kind, and
(2) that of Fancy Edibles and Dishes (FED), a kitchenware specialty shop.
As a general guide to the nuts and bolts of commercial leases, we recommend
that students acquire a copy of "Lease Drafting in Massachusetts" published
by Massachusetts Continuing Legal Education, Inc. (MCLE). See MCLE's website:
mcle.org. We have also compiled our own cases and materials. The cases
are all available electronically and we shall be distributing documents
such as a sample lease, a non-disturbance of possession agreement, and a
collateral assignment of rent. Students should equip themselves with a
generous size ring binder in which they can store the cases and materials
the class will consider. Joel M. Reck, prior to his recent retirement,
was chair of the real property practice of Brown Rudnick Berlack Israels
LLP. Rudolph Kass, prior to his retirement, was for 25 years an Associate
Justice of the Massachusetts Appeals Court. Before his appointment to the
court, he was a partner at Brown, Rudnick, Freed & Gesmer (as it was then
called), concentrating in real estate practice.
The Hon. Rudolph Kass and Joel Reck
Last Updated: 03-APR-07