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Guarantees: Interpretation, Breach

Personal guarantees or guarantees by another business are commonly required by lenders to provide additional safeguards for a loan.¬† In litigation, the same rules that apply to contract interpretation apply to guaranty interpretation.¬†Royal Banks of Mo v. Fridkin, 819 S.W.2d 359, 361 (Mo. 1991). Specifically, the language of the guaranty is to be understood in […]

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Partnership Property, Creditors

One of the benefits of a limited partnership is to protect against liabilities. A partner’s individual creditors cannot attach or encumber partnership property to satisfy a partner’s individual debt. Section 358.250, RSMo; Anchor Centre Partners, Ltd. v. Mercantile Bank, N.A., 803 S.W.23, 31 (Mo. 1991). This flows from a partner’s inability to assign his or […]

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Corporate Continuation, Asset/Equity Sales

Businesses often re-organize and suffle around their legal structure. This can result in a shuffling around of legal liabilities. Generally, when a business sells or transfers its assets to another business, the latter is not responsible for the debts and liabilities of the former. Brockman v. O’Neill, 565 S.W.2d 796, 798 (Mo. Ct. App. 1978). […]

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Judgment by Confession

A consent judgment is based in contract. It is when parties to a lawsuit set forth the terms and conditions of an agreement and agree that the Court can enter a judgment consistent with the terms, amount and conditions of the agreement. The effect is that the agreement becomes a public, court-ordered judgment with more […]

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