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Attorney Ben Proto - The Musings of a Mad Lawyer

Monday, July 15, 2019

Can I Modify My Real Estate Loan?


There are serious consequences for failing to pay your mortgage, including bankruptcy and foreclosure. Homeowners who are unable to make their monthly payments often believe that there is nothing they can do to remedy the situation. This isn’t the case, however. Some homeowners in Connecticut are able to avoid these negative outcomes via a program called loan modification. A loan modification alters a homeowner’s existing loan in a way that allows him or her to afford the monthly payments.
Read more . . .


Friday, June 28, 2019

Can I Break My Connecticut Real Estate Contract?


A party will sometimes enter into a real estate contract only to later determine that he or she no longer wishes to complete the transaction. Breaking a real estate contract without legal justification, however, can result in a lawsuit. Luckily, many real estate contracts contain contingencies that allow a party to terminate the agreement if certain conditions are met. If you have entered into a real estate contract that you’d like to terminate, please review the information below and contact a Read more . . .


Monday, May 20, 2019

What is the Connecticut Uniform Limited Liability Act? Part Two


The Connecticut Limited Liability Company Act, originally passed in 1993, was updated in 2017. This new law, called the Connecticut Uniform Limited Liability Company Act (the Act), is intended to create a more business-friendly environment for LLCs. In a previous article, we reviewed and discussed some of the Act's requirements. Below is an overview of some additional requirements under Connecticut's new LLC law. 

Fiduciary duties of managers and members 

  • Regarding the fiduciary duties of managers and members, the Act permits an operating agreement to do the following:
  • Eliminate or alter a manager or member's duty of loyalty
  • Identify categories of activities that don't violate the duty of loyalty
  • Alter the duty of care but not authorize conduct involving willful or intentional misconduct, bad faith, or a knowing violation of law
  • Eliminate or alter any other fiduciary duties

    In addition, under the Act:

  • A manager or member must discharge his or her duties in good faith 
  • Managers in a manager-managed LLC and members in a member-managed LLC have a duty of loyalty and are required to discharge their obligations and duties under the Act or the operating agreement in good faith
  • A majority in interest of disinterested members may approve any breach of the duty of loyalty after full disclosure of all material facts 

 Voting

Unless otherwise provided in the operating agreement, the unanimous approval of all members is required to amend an LLC’s certificate of organization or operating agreement.


Read more . . .


Monday, April 15, 2019

What is the Connecticut Uniform Limited Liability Act? Part One


The first major revision of the Connecticut Limited Liability Company Act since its passage in 1993 was signed into law in 2017. This new law, called the Connecticut Uniform Limited Liability Company Act (the Act), is intended to create a more business-friendly environment for LLCs. Below is an overview of some of the major updates enacted by this new version of Connecticut's LLC law. 

Terminology 

Some of the major changes to the Act's terminology include:

  • An LLC's organization document was changed from "articles of organization" to "certificate of organization"
  • An LLC's designated individual who receives legal process was changed from “statutory agent for service" to "registered agent"
  • The document the LLC must file after a merger is approved was changed from "articles of merger" to "certificate of merger"

Operating Agreement Prohibitions

The Act prohibits an operating agreement from: 

  • Applying out-of-state laws to govern Connecticut domestic LLCs
  • Eliminating the obligation of good faith and fair dealing 
  • Relieving an individual from liability for conduct involving bad faith, misconduct, or violation of the law

Certificate of Organization 

Regarding certificates of organization, the Act requires the following:

An LLC's operating agreement must state whether it will be run by a manager 
The certificate of organization must state the name, business address, and residence address of at least one manager or member

Professional Services LLCs

The Act also makes updates to the provisions for LLCs formed to render professional services, such as LLCs for accountants, doctors, and architects. However, the Act maintains certain requirements in this area, such as the requirement that each member of an LLC must be licensed or otherwise authorized by law to render such services.


Read more . . .


Sunday, March 17, 2019

Common Issues That Delay Real Estate Closings in Connecticut


Both buyers and sellers of property look forward to closing, as it represents the last step of the real estate transaction process. Therefore, it is especially frustrating when an issue comes up that delays closing. Luckily, with proper planning and the guidance of an experienced Connecticut real estate attorney, most of these issues can be avoided.
Read more . . .


Saturday, February 23, 2019

Common Real Estate Contract Mistakes


Mistakes in real estate contracts can cause major headaches for buyers and sellers alike. One way to avoid such mistakes is to hire an experienced Connecticut real estate attorney to assist you with your real estate transactions. With an experienced real estate attorney by your side, you greatly increase your chances of avoiding the following common real estate contract mistakes:

Incomplete sections - Every blank space on a real estate contract must be completed.
Read more . . .


Friday, January 25, 2019

Can I Terminate My Real Estate Contract and Keep My Deposit?


It’s not uncommon for a buyer to back out of a real estate contract. However, breaking a contract can have negative consequences, including the loss of one’s deposit. Luckily, though, there are circumstances under which a buyer may break a real estate contract and keep his or her deposit. If you are considering breaking a real estate contract in Connecticut, below are two standard contractual contingencies that may allow you to keep your deposit.   

Mortgage date contingency 

Most real estate purchase contracts contain a date by which the buyer may secure a mortgage commitment.
Read more . . .


Saturday, December 22, 2018

Common Commercial Real Estate Purchasing Mistakes


Due to the complexity of commercial real estate transactions, purchasers often make mistakes during the process. Fortunately, however, many of these mistakes are easily avoidable, particularly with the assistance of an experienced Connecticut real estate attorney. Below is a list of common real estate purchasing mistakes to avoid.

  • Failing to check local codes and regulations – Buyers of commercial property often make improvements to fit the needs of a particular business. However, during this process, buyers sometimes discover that a piece of property is not compliant with existing laws.
    Read more . . .


Sunday, November 11, 2018

Common Real Estate Closing Mistakes

Closing is the last step in the homebuying process. And while this can be an exciting time, there are several pitfalls to avoid during closing, any of which can delay or even prevent your purchase. Ensure that your purchase goes off without a hitch by avoiding the following common closing mistakes.


Read more . . .


Saturday, October 13, 2018

What Happens When a Tenant Breaches a Commercial Lease?

In Connecticut, it is not uncommon for tenants to breach their commercial leases. When this happens, commercial landlords have the following options:

  1. Terminate the tenant’s lease, start eviction proceedings, and file a lawsuit to recover damages; or
  2. File a lawsuit to enforce the terms of the lease.

Below is an overview of how each of these two options function in Connecticut.

Lease termination, eviction, and lawsuit

When a commercial landlord decides to take the first of the two options described above, he or she must bring two separate lawsuits: an eviction lawsuit and a lawsuit for damages. Following possession of the property, it may then be rented to a new tenant. In the lawsuit for damages, commercial landlords typically seek unpaid past rent and future rent for the balance of the lease term. However, the availability of damages for future rent often depends on whether the commercial landlord has attempted to secure a new tenant and, when a new tenant has been found, the amount of rent that the new tenant is paying.


Read more . . .


Friday, September 7, 2018

How to Choose a Real Estate Attorney in Connecticut

Whether you’re selling or purchasing residential or commercial real estate, it’s always a good idea to seek the guidance of an experienced...


Read more . . .


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| Phone: 203.378.9595

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