Lender Liability Claims
What is it?
Lender liability claims arise when a financial institution’s conduct in connection with a loan causes harm to the borrower in ways that go beyond the ordinary exercise of contractual rights. The line between hard-nosed lending and actionable wrongdoing is not always obvious, but courts have recognized that lenders can cross it in a variety of ways: by making promises about future credit that induce reliance and are then withdrawn, by exercising control over a borrower’s business operations in ways that create fiduciary obligations, by accelerating a loan or demanding additional collateral in bad faith, or by engaging in conduct that constitutes fraud, misrepresentation, or a breach of the implied covenant of good faith and fair dealing.
These cases are complicated by the fact that the lender typically has significant leverage over the borrower at the moment the actionable conduct occurs, which means borrowers often feel they have no choice but to comply with demands they know are improper while the relationship is ongoing. By the time the borrower is in a position to pursue a claim, the facts of the lender’s conduct may be obscured by the passage of time and the complexity of the financial relationship between the parties.
How we can help:
We represent borrowers in lender liability claims, pursuing recovery for conduct that crosses the line from legitimate lending into actionable wrongdoing. That means conducting the thorough factual investigation necessary to reconstruct the lender’s conduct and its impact on the borrower, identifying the legal theories that best fit the facts, and building the case that holds the lender accountable for the harm its conduct caused.
Lender liability cases often involve significant document discovery from the lender’s internal files, including loan committee minutes, credit approval documents, and internal communications that reveal the lender’s actual motivations and decision-making process. We pursue that discovery aggressively and use what it reveals to build the most compelling case available on the facts.
Commercial Loan Disputes
What is it?
Commercial loan disputes arise when lenders and borrowers disagree about the terms of a loan, the obligations of the parties, or what happens when things go wrong. The loan documents that govern these relationships are complex, and the provisions that matter most, including default definitions, cure periods, cross-default clauses, and the conditions that govern the lender’s remedies, are often the ones that receive the least attention during the negotiation and closing process. By the time a dispute arises, both parties may have very different understandings of what the documents actually require and what options are available to each side.
Commercial loan disputes are also shaped by the practical dynamics of the lending relationship, including the lender’s ongoing control over the borrower’s access to credit and the borrower’s dependence on the lending relationship for the continued operation of its business. Those dynamics can make it difficult for borrowers to assert their legal rights while the relationship is ongoing, and lenders who understand that dynamic sometimes use it to extract concessions that the loan documents don’t actually require.
How we can help:
We represent lenders and borrowers in commercial loan disputes, bringing a thorough understanding of commercial lending law and the practical realities of these relationships to every case. For lenders, that means enforcing the loan documents as written, pursuing remedies against defaulting borrowers efficiently and in the order that maximizes recovery, and managing the legal risk that aggressive enforcement strategies can sometimes create. For borrowers, it means challenging default determinations that aren’t supported by the loan documents, contesting the exercise of remedies that weren’t properly triggered or weren’t pursued in accordance with the agreement’s requirements, and protecting the business’s ability to operate while the dispute is being resolved.
When commercial loan disputes can be resolved through negotiated workout arrangements rather than litigation, we help clients structure those arrangements with the care that protects their interests through the restructuring process and beyond.
UCC Litigation
What is it?
The Uniform Commercial Code governs a wide range of commercial transactions, and disputes arising under it can be technically complex and financially significant. Article 2 governs the sale of goods and provides the framework for disputes about the quality of goods, the timing of delivery, the risk of loss, and the remedies available when a sale goes wrong. Article 9 governs secured transactions and determines who has priority among competing creditors when a debtor defaults. Articles 3 and 4 govern negotiable instruments and bank deposits, providing the framework for disputes about checks, promissory notes, and the banking relationships through which commercial payments flow.
UCC disputes require attorneys who understand not just the general commercial law principles that most litigators are familiar with but the specific provisions of the relevant article, the official comments that inform their interpretation, and the body of case law that has developed around their application to specific commercial situations. The technical precision of the UCC framework is both its strength and its challenge, because the outcome of a UCC dispute often turns on details of compliance or noncompliance that require careful attention to get right.
How we can help:
We handle UCC litigation with the technical precision these cases require, representing clients in disputes involving secured transactions, commercial paper, the sale of goods, and other UCC-governed relationships. That means understanding the specific article and provisions that apply to the dispute, analyzing the compliance of each party with the technical requirements the UCC imposes, and building the legal arguments that reflect the actual framework the statute provides rather than general commercial law principles that may not map onto the UCC’s specific rules.
For clients whose disputes involve the intersection of multiple UCC articles, or the interaction between UCC provisions and other bodies of law including bankruptcy, we bring the analytical depth necessary to navigate that complexity and develop a litigation strategy that accounts for the full legal landscape of the dispute.
Secured Transaction Disputes
What is it?
When a secured creditor’s rights are challenged or a debtor disputes the validity or priority of a lien, the resolution of those questions can determine who gets paid and who doesn’t when a borrower defaults. Secured transaction disputes arise in a variety of contexts: a lender whose security interest wasn’t properly perfected discovers that it has lost priority to another creditor who filed first, a debtor challenges the description of the collateral in the security agreement as too narrow or too broad, competing creditors dispute the priority of their respective liens in the same collateral, or a bankruptcy trustee seeks to avoid a security interest as a preferential or fraudulent transfer.
The technical requirements of Article 9 of the UCC are exacting, and the consequences of noncompliance can be severe. A security interest that wasn’t properly created, attached, or perfected may be entirely unenforceable against third parties, giving a lender that believed it had secured collateral no better position than an unsecured creditor when the borrower defaults. Getting these details right requires careful attention to the specific requirements of the statute and the specific facts of the secured transaction.
How we can help:
We represent lenders and borrowers in secured transaction disputes, bringing a thorough understanding of Article 9 and the practical realities of secured lending to every matter we handle. For lenders, that means establishing the validity and priority of the security interest, defeating challenges to perfection and attachment, and enforcing the remedies that Article 9 provides when a debtor defaults. For borrowers and junior creditors, it means challenging security interests that weren’t properly created or perfected, contesting priority claims that aren’t supported by the filing and attachment record, and protecting our client’s position in the distribution of collateral proceeds.
Secured transaction disputes frequently arise in the context of broader commercial litigation or insolvency proceedings, and we coordinate the secured transaction analysis with the other legal issues in the matter to develop a comprehensive strategy that accounts for the full landscape of the dispute.
Commercial Debt Litigation
What is it?
Commercial debt disputes arise when businesses or individuals fail to pay what they owe under a commercial agreement, and the legal response needs to be both swift and strategic. Swift, because delay in pursuing a collection claim can allow a debtor to dissipate assets, transfer property to related parties, or take other steps that reduce the creditor’s ability to recover what it is owed. Strategic, because the most aggressive pursuit of a debt claim is not always the one that produces the best recovery, and the costs and risks of litigation need to be weighed against the realistic collectability of a judgment before committing to a course of action.
Commercial debt cases span a wide range of situations, from straightforward collection of unpaid invoices to complex disputes about whether the debt is actually owed, whether it has been offset by counterclaims, or whether the debtor has defenses that reduce or eliminate the amount recoverable. The complexity of the dispute determines the approach, and what looks like a simple collection case at the outset can become a much more involved matter when the debtor raises defenses that require a substantive legal response.
How we can help:
We pursue commercial debt claims efficiently and aggressively, helping creditors recover what they are owed while managing the costs and risks of litigation in a way that reflects the realistic economics of the claim. That means assessing the strength of the claim and the collectability of the debtor honestly at the outset, identifying the most efficient path to recovery given the specific facts, and pursuing that path with the preparation and precision that gives our clients the best available result.
When debtors raise counterclaims or defenses that turn a collection matter into a more complex dispute, we are fully prepared to litigate those issues with the same thoroughness we bring to every matter we handle, because the creditor’s ability to recover what it is owed often depends on defeating those defenses as much as it does on establishing the underlying debt.