One of the most dangerous provisions buried in many commercial loans and personal guarantees is a clause waiving all defenses, counterclaims, or offsets. These clauses are often described as “standard,” but in reality they are designed to strip a borrower
Contract, Construction, & Lien Law Blog - Paulose & Associates
The Contract, Construction, & Lien Law Blog published by Paulose & Associates PLLC focuses on legal issues related to contract disputes, construction law, and lien rights primarily in New York. The blog discusses topics such as drafting and enforcing releases to protect businesses from negligence claims, the role and effect of architect's certifications in contract payment disputes, and practical guidance on litigation strategies in construction and commercial contract matters. It also covers employment law and insurance coverage issues as they intersect with construction and business disputes. The content is aimed at providing legal insights for contractors, business owners, and legal professionals involved in construction and commercial litigation.
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When the Seller’s Lawyer Holds the Escrow Deposit: A Quiet but Powerful Perverse Incentive
In residential real estate transactions, the escrow deposit is supposed to be neutral money. Its purpose is simple: preserve the status quo while contingencies are resolved and ensure that, depending on what happens, the right party ultimately receives the funds.…
A Real-World Example of Minority Shareholder Freeze-Out
One of the most common questions we receive is: What does “minority suppression” or a shareholder “freeze-out” actually look like in practice? While the concept can sound abstract, courts routinely confront scenarios where majority owners systematically strip minority shareholders of…
How New LLC Members Can Protect Themselves from Removal as Employees or Members: Operating Agreement Protections
When you join an LLC where you barely know the other members, you’re stepping into a business relationship that depends heavily on trust—yet trust is not a legal strategy. The Lengyel‑Fushimi v. Bellis saga (Kings County Supreme Court), which played out…
Why Founders Should Get Everything in Writing: Lessons from a recent federal court case
Startups thrive on speed, trust, and big visions. But when relationships fray or leadership changes, what once felt like “we’ll figure it out later” can turn into a multi‑year legal nightmare. A recent case—AlSayer v. OmniX Labs (SDNY 2025)—is a…
When Majority Rule Becomes Majority Abuse: Breach of Fiduciary Duty in Close Corporations
In the world of closely held corporations, trust is often the glue that holds a venture together. Partners typically rely on each other not only for capital and expertise but for honest stewardship of the business. When that trust is…
How a Fired Shareholder in a Close Corporation Can Argue That Their Termination Was a Freeze‑Out
In close corporations, shareholders typically wear multiple hats—owner, officer, director, employee. When the relationship is healthy, this hybrid structure works smoothly. But when conflict arises, majority shareholders can weaponize corporate control to push a minority owner out. One of the…
Why Parties Shouldn’t Use Their Own Lawyers as Escrow Agents: Lessons from a High‑Stakes New York Real Estate Dispute
When commercial real estate deals go sideways, the fault lines almost always run along one familiar theme: mistrust . Few recent cases illustrate this better than JTRE 23 WS (Del) LLC v. CS Wall Street LLC (NY County 2026) ,…
In New York, Email or Oral Agreements May Constitute an Operating Agreement for an LLC
When entrepreneurs form a New York LLC, most assume that the crucial step is filing the Articles of Organization. But equally important—and often overlooked—is adopting a valid operating agreement. Under New York’s Limited Liability Company Law (NYLLCL), every LLC should…
Deceptive Acts & Misleading Websites: Lessons from the PetPivot Case
When consumers shop online, trust is the invisible currency. Companies rely on persuasive product pages, sleek branding, and confident claims to drive sales — but as the case Gomez v. PetPivot illustrates, that trust comes with legal responsibility. In this…