Home      Login

Abstract: 

Claims against lenders by defaulting borrowers frequently sound in breach of contract, fraud, or breach of fiduciary duty. The author—a litigator—discusses contractual provisions to defeat such claims. He focuses on the drafting of key provisions in loan documents, such as merger and integrations clauses, waiver and modification clauses, damages clauses, and provisions negating fiduciary duty or other special relationships. He concludes with points to avoid when servicing a loan and protective measures during workout discussions. *This article available for download for journal subscribers only; no pay-per-article option is available.

Keywords: lender liability; fiduciary duty, breach of contract; fraud; merger and integration clauses; waiver, modification, and course of dealings; damages; special relationship; loan servicing; workouts

Affiliations:  1: Kramer Levin Naftalis & Frankel LLP.