Macdonald Sager Manis LLP Lawyers who speak your language 1 OVERVIEW Initial Letter Joint Retainer Financing a Purchase vs Refinancing Lands Owned B y Bare Trustee Title Insurance ID: 773020
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Macdonald Sager Manis LLP "Lawyers who speak your language."™ 1
OVERVIEW Initial LetterJoint Retainer Financing a Purchase vs. Refinancing Lands Owned B y Bare Trustee Title Insurance Personal Property Security Act (Ontario) Insurance Policies Know Your Client (KYC) Security Grab BagGuarantees: A Closer LookUndertakingsIndependent Legal Advice (ILA)Time Lines / Communication 2
INITIAL LETTER Four Reasons to Send an Initial Letter to the Borrower’s Counsel: Introduce Notice Information Locate Minute Book(s) 3
JOINT RETAINERActing for Both Borrower & Lender: Acknowledged by ALL Parties Obtain Minute Book(s) ASAPReview and Correct Deficiencies in Minute Book(s)Information in Initial Letter is still Required4
FINANCING A PURCHASE vs. REFINANCING Copy of Draft Transfer for the Purchase of the PropertyCopy of Agreement of Purchase & Sale, with all Amendments, Waivers, etc.Copy of Statement of Adjustments 5
LANDS OWNED BY BARE TRUSTEEWho is/are the Beneficiary/Beneficiaries? Need Copy of Trust Agreement Need Authorization, Acknowledgment and Direction from Beneficiaries 6
TITLE INSURANCECostScrutiny of Insurer Joint Policy with Lender & Purchaser7
Personal Property Security Act (Ontario) (PPSA)Importance of Accurate IdentificationPerfected Security InterestNotice to the World 8
PPSA CONTINUED…DischargePostponement Comfort LetterPriority Agreement9
PPSA vs. Bank Act (Federal Registration) Priority Between Provincial and Federal RegistrationsBank Act vs. Perfected PPSA Interest: “First in Time” RuleBank Act vs. Unperfected PPSA Interest 10
INSURANCE POLICIES Types of Insurance Coverage: Property Insurance Business Interruption Insurance Asset Insurance Life Insurance Assignment of Insurance Acknowledgment of Assignment Existing or New Policy 11
KNOW YOUR CLIENT (“KYC”) 12
KYC CONTINUED…Full and Correct Names of ALL Individuals Giving Security Date(s) of Birth for ALL Individuals Giving Security Type of Borrower (i.e. Sole Proprietor, Partnership, Limited Partnership, Limited Liability Partnership Or Corporation) If Corporation, Full and Correct Names of ALL :Officers DirectorsShareholders13
SECURITY GRAB BAG GuaranteesPostponement of Lease Non-Disturbance Agreement Pledge of Shares Waiver of Distraint Tenant Estoppel General Security Agreement (GSA)Site Specific vs. All Assets Ranking Priority 14
GUARANTEES: A CLOSER LOOK Case Study: Manulife Bank of Canada v John Joseph Conlin , 1996Renewals vs. Extensions Contra Preferentem General Rule: Obtain Consent of Guarantor 15
UndertakingsRelevance and PurposeEnforceability 16
INDEPENDENT LEGAL ADVICE (ILA)17
TIME LINES / COMMUNICATIONCheck Vacation DatesCheck Logistics of Signatures Be Realistic with TimingBe Included in Communications18
THANK YOU!19 MACDONALD SAGER MANIS LLP ON BEHALF OF… Steven Sager T. 416.364.6163 | ssager@msmlaw.ca Barristers & Solicitors and Trade-Mark Agents 150 York Street, Suite 800, Toronto, Ontario"Lawyers who speak your language."™