• Jeremy Bombard


I have always counseled my clients that any deal should always be put into writing. No matter the deal's size or how friendly you are with the other party, a simple contract will alleviate any confusion. You never want to complete the deal and then have the parties misunderstand the specifics of the transaction.

But what happens if the parties memorialize the transaction and something still goes wrong? In a recent Massachusetts appeals court decision, Gary D. Lingley, et. al. vs. Raymond K. Hoyland et. al. (19-P-926), the parties entered a deal for a commercial real estate purchase. Lingley purchased the property based upon Hoyland's representations and after a review of the tenants’ leases, lease extensions, rent rolls, and financial statements. The parties entered into a purchase and sale agreement.

After the deal was complete, Lingley found that the tenants' rent was not what was represented, the lease extensions were forged, and Hoyland’s statements that the tenants would renew were incorrect. Lingley eventually lost the property.

Lingley did everything correctly. He put the deal into writing and did his due diligence. But when the other side mispresented facts, forged documents, and provided fake information, what are your options? Unfortunately, like Lingley, you have to sue the other party. But having the agreement in writing will help your case.

The agreement details the responsibilities of each party. If one party breaches that responsibility, then it is clear that they failed to follow the agreement. Once that is demonstrated, then you can obtain damages. But without an agreement, if one side breaches, it is much tougher to show exactly what the breach was.

In this case, Lingley was able to show Hoyland breached the agreement. He was able to show his damages and eventually was awarded $4.5 million. But for the agreement, his ability to show Hoyland’s breach would have been more difficult.

If you plan to enter into an agreement and need assistance getting the deal in writing, please reach out to me, and I will be happy to work with you to make sure each parties’ intentions are finalized in an agreement.

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