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Dedicated | Entrepreneurial | Value-Driven

Notable Results*

Litigation/Pre-Litigation/Alternative Dispute Resolution

1. Breach of Contract

  • Successor Trustee/Landowner – Avoided threatened imminent litigation for ~$500,000 in damages related to the parties’ agreement in principle to sell a unique piece of residential real estate and the potential plaintiff having spent hundreds of thousands of dollars in furtherance of said agreement.  Negotiated and documented as-is, where-is sale of subject real property, well rights, and select related business assets for approximately $250,000 more than the opposing party’s argued enforceable contract purchase price.

  • Patent Assignor – Represented client in dispute with company to which client had assigned a valuable patent and related IP rights and provided valuable consulting services, but which had failed to make all required royalty payments during the entire multi-year consulting period.  Filed a Demand for Arbitration to rescind the patent and IP assignment, which forms the basis of the company’s business, immediately prior to opposing party’s planned new funding round, forcing respondent to timely settle dispute for an amount which, when compared to opposing parties’ pre-Arbitration “final and best settlement” was  (a) a six-figure increase in overall settlement amount; (b) an increase in upfront payment of nearly $50,00; (c) a reduction of payment period by ~13 years and significant increase in monthly payments; and (d) a significantly improved position in the event of opposing party default, including a stipulated judgment for  six figures in damages more than the client’s negotiated position, attorneys’ fees, and 12% interest accruing on the judgment and attorneys’ fee amounts (0% accruing previously).

  • Declarant/Majority Property Owner – Represented Declarant and majority property owner in challenge by numerous property owners in community to remove Declarant and secure payment of six figures in required HOA improvement costs.  Secured dismissal of all claims and an award of attorneys’ fees and costs under A.R.S § 12-349 sanction statute.

  • Home Seller – Represented owner in breach of contract litigation and associated notice of lis pendens action related to sale/purchase dispute between two potential buyers of an ~$8,000,000 residential home and its owner. Successfully secured dismissal of action, removal of wrongfully filed lis pendens, and sale of property to proper buyer.

  • Real Estate Broker – Drafted demand communications and Complaint in sales commission dispute leading to beneficial settlement for client within first two weeks of initiating litigation.

  • Motorsports Company – Negotiated and documented beneficial settlements for four separate rental agreement breaches.

2.     Collections

  • Investor in Failed Business Venture – Drafted proposal for collection services and won client change in representation from prominent collections firm.  Researched judgment debtors and related third-party pressure points and utilized the same in crafting collection strategy, implementing initial collection tools, and negotiating forbearance agreement for payment in full of outstanding seven figure judgment by interested third party on expedited timeline and which contained a provision providing client with a right to an award for all collection-related attorneys’ fees and costs incurred from judgment to date of forbearance agreement (~5 years) upon any payment default under the agreement.  Full seven figure judgment paid on or ahead of schedule pursuant to forbearance agreement.  A small fraction of that amount was recovered over the preceding ~5 years before change in counsel.

  • Motorsports Company – Thwarted demands by large insurer’s subrogation service company for payment of damages caused by client renters to third-party motorist.

3.     Construction/Arizona Registrar of Contracts (ROC)

  • Property Owner – Currently representing property owner in federal court litigation against general contractor related to breach of contract, fraud, and related claims stemming from construction of multi-million dollar luxury custom home.  Contractor initially stated it would refund client $0 of the nearly one million dollars paid on the project to that date. Critical analysis of the rationale for contractor’s settlement offer resulted in increased settlement offers of in excess of $500,000. Filed litigation, and shortly after noticing opposing counsel of same, contractor agreed to voluntarily refund client nearly $500,000 without any concessions by property owner.  Ongoing litigation regarding the remaining contested monies.

  • General Contractor – Represented respondent in ROC matter in which general contractor had not secured requisite permits, nearly two dozen substantive work items had been deemed by ROC investigator to fall below minimum workmanship standards, and which was subject to a written ROC directive.  Secured a broad and general release of all obligations under the construction contract, mutual releases, and dismissal of the ROC complaint for 1/3 of the originally demanded amount and 1/2 of the projected cost for contractor to address the ROC directive.

  • Property Owner – Represented client in negotiating and securing resolution of a significantly delayed residential remodel dispute, securing a settlement providing for a credit of roughly 1/5 of the total project cost.

  • General Contractor – Represented client in emergency hearing for significant subpoena non-compliance in ROC action.  Avoided imposition of sanctions.  Represented client in ROC complaint matter before the Office of Administrative Hearings (OAH), where permanent revocation of license and six figures of restitution was sought.  Upon full OAH hearing, contractor’s license was temporarily suspended pending payment of less than 50% of the restitution sought.

4.     Defamation

  • Ex-Wife – Crafted and implemented strategy to respond to client’s ex-husband’s claims that ex-wife’s online Yelp comments constituted defamation, trade libel, and a breach of the parties’ Divorce Decree.  Defused and silenced ex-husband’s counsel’s threats of six-figure litigation and demands regarding execution of one-sided non-disparagement agreement.

5.     Divorce

  • Husband – Assumed leadership of husband’s failed representation from previous legal counsel and promptly negotiated and documented satisfactory Rule 69 Agreement and subsequent Consent Decree.

  • Wife – Advised wife on business operations, SBA loan, marital residence valuation and sale, and asset allocation matters implicated in divorce action.

  • Wife – Strategized allocation of community property and parenting plan for minor child. Promptly negotiated and documented satisfactory full Rule 69 Agreement and subsequent Consent Decree.

6.     Homeowners Associations (HOA) & Community Association

  • Homeowner – Successfully challenged legality of CC&Rs amendment that categorically prohibited short-term rentals. HOA admitted unenforceability of amendment, noticed association of same, and recorded a notice regarding same with the Maricopa County Recorder’s Office.

  • Homeowners – Advised homeowners on appeal from prominent HOA Architectural Committee’s denial of primary paint color application to HOA Board of Directors.  Upon the HOA Board of Directors’ unanimous denial of the client’s appeal, crafted a demand letter threatening litigation to HOA’s counsel, after which the HOA Board of Directors granted a variance granting the paint application and retroactively repealing the fines assessed for alleged noncompliance.

  • Homeowners – Successfully advocated to HOA Board of Directors on behalf of clients for the construction of a fence around the common area pool and purchase of additional insurance coverage for pool-related incidences.

7.     ​Insurance

  • Homeowner and Policy Holder – Insurance company originally declined coverage for residential fire total structure loss.  Convinced insurance company to agree to policy limits dwelling coverage.  Dispute regarding additional coverage ongoing.

  • Policy Holder – Insurance company originally agreed to coverage of less than 50% of projected costs of remediating damage caused by burst water pipe and less than 75% of loss of use/loss of rent damages.  Negotiated with insurance company to receive full estimated damage remediation amount and full loss of rent/loss of use coverage.  

8.     Intellectual Property

  • Store Owner – Led negotiation and documentation of settlement agreement with Fortune 1000 company to nullify default judgment and permanent injunction prohibiting 50%+ of client’s business in exchange for payment of attorneys’ fees and costs incurred in underlying matter.

  • Patent Assignor – Represented client in dispute with company to which client had assigned a valuable patent and related IP rights and provided valuable consulting services, but which had failed to make all required royalty payments during the entire multi-year consulting period.  Filed a Demand for Arbitration to rescind the patent and IP assignment, which forms the basis of the company’s business, immediately prior to opposing party’s planned new funding round, forcing respondent to timely settle dispute for an amount which, when compared to opposing parties’ pre-Arbitration “final and best settlement” was  (a) a six-figure increase in overall settlement amount; (b) an increase in upfront payment of nearly $50,00; (c) a reduction of payment period by ~13 years and significant increase in monthly payments; and (d) a significantly improved position in the event of opposing party default, including a stipulated judgment for  six figures in damages more than the client’s negotiated position, attorneys’ fees, and 12% interest accruing on the judgment and attorneys’ fee amounts (0% accruing previously).

9.     Personal Injury

  • Motorsports Company – Extinguished three threatened personal injury claims pre-litigation through forceful responses to demand letters.

10.  Probate/Trust

  • Successor Trustee – Assumed control of client representation from previous counsel when client was highly exposed to threatened six-figure breach of trust claim as successor trustee by multi-billion-dollar entity.  Led pre-arbitration and arbitration strategy and drafting in maneuvering client to secure arbitration settlement including every material client deal point requested in last settlement demand before filing of arbitration.

  • Trust Beneficiaries – Counseled related beneficiaries under several trusts totaling $15,000,000+ in assets regarding each beneficiary’s rights concerning information, trust administration, successor co-trustee appointment, and related considerations.  Written communications directly facilitated: (1) undesired co-trustee’s resignation; (2) replacement of resigned co-trustee by institutional co-trustee; (3) withdrawal of conflicted trustees’ counsel; (4) termination of successor co-trustees’ planned conversion of income trust to total return unitrust; and (5) production to clients of requested estate-related documentation, including attorney-client communications between co-trustees and co-trustees’ previous counsel concerning the foregoing and other topics.

  • Estate Beneficiary – Secured appointment of client as personal representative in heavily contested probate proceeding with decedent’s daughter.  Counseled client regarding complicated probate involving approximately 15 active, closely-held business with poor recordkeeping and a significant number of assets and debts.

11.  Professional Services

  • Business Owner – Led strategy, legal and expert team coordination, and drafting for mediation, multi-district litigation, and settlement efforts in complex accounting malpractice, breach of fiduciary duty, and related claims matter involving mishandled 26 U.S.C. § 1033 involuntary condemnation exchange by national accounting firm resulting in seven figure settlement for client within the first six months of litigation.

  • Accounting Firm and its Principal – Led pre-trial and trial strategy and drafting, including Motion for Summary Judgment. Negotiated global beneficial settlement of breach of fiduciary duty, professional negligence, unfair competition, and related claims seeking upwards of $7,600,000 in damages for a settlement payment of less than $10,000.

12.  Real Estate

  • Commercial Landowner & Restaurant Operator – Navigated client’s dispute with neighboring property owner’s children over easement rights and obligations that had been contested for nearly 30 years, resulting in the neighbor recognizing the client’s easement, avoidance of litigation, and the neighbor’s agreement to terminate violative actions.

  • Landowner – Led strategy and drafting of statutorily required Notice of Claim, Complaint, and settlement negotiations and communications in rural irrigation and water use practices actions against state entity seeking $1,000,000+ in damages and implicating trespass, private nuisance, inverse eminent domain, and related causes of action. Matter ongoing.

  • 50% Landowner – Led defense of client in residential real estate partition action, prosecution of equitable contribution counterclaim against co-50% owner to increase settlement leverage, and negotiation of client’s buyout of the other owner’s 50% interest in the property assuming a property value $100,000 under market.

13.  Securities

  • Two Investors – Co-led strategy and drafting in securities fraud and related claim FINRA arbitration action related to clients ~$500,000 investment in non-traded real estate investment trusts (REITs).  Secured significant, six-figure settlement prior to arbitration hearing.

 

Transactional/Outside General Counsel

1.     Employment

  • Corporate Finance Executive – Negotiated and documented beneficial separation agreement with ~$1B+ company arising from client constructive discharge based on reports of harassment, discrimination, and a hostile workplace.  Agreement provided beneficial financial and stock option related terms four multiples better than provided under the company’s equity plan.  Within six months of client’s departure, negotiated and documented independent contractor agreement with company containing significantly improved base pay and stock option compensation.

  • FinTech Engineer & Executive – Analyzed pertinent employment, securities, and corporate governance documents; highlighted areas of near and long-term potential risk; and proposed workable ways to mitigate risk in proceeding with the contemplated employment.  Advised client on employment, executive compensation, and management liability considerations.

  • FinTech Engineer & Executive – Guided client through departure from a FinTech startup in which he had complicated equity options that had only been partially exercised and shares which had been purchased but had only partially vested.  Identified pertinent considerations, analyzed implicated legal documents, and worked with client to develop strategy for how to most effectively and amicably navigate his departure while maintaining optimal equity upside moving forward.

2.     Estate, Asset & Succession Planning

  • Multiple Clients – Counseled high-net worth clients on asset planning strategies and integration of same with estate plans.  Asset planning strategies included creation of corporate structures to appropriately silo investments based on manager, use, asset class, insurance coverage, and overall risk profile; related guidance on corporate formalities to reduce likelihood of successful corporate veil piercing attempts; and analysis of insurance coverage.  Counseled clients on key succession planning considerations and created frameworks to implement same based on short, medium, and longtime horizons.

3.     General Transactional/Outside General Counsel

  • Real Estate Brokerage – Led negotiation of three office lease agreements.  Defused Fortune 200 company’s threatened tortious interference lawsuit.  Drafted all the client’s corporate governance, employment (e.g., independent contractor and employment agreements, separation agreements, and confirmation of resignation documents), and real estate brokerage transaction documents (e.g., LOIs for various types of agent relationships, exclusive representation agreements, and payment demands).  Negotiated and documented numerous service, supplier, business partner, and other agreements.  Defused threatened unlicensed provision of real estate services claims on commercial purchase transaction commission.

  • Online Marketing Company – Drafted client’s independent contractor and employment agreements, change of key employee equity incentive strategy from stock option agreements to restricted stock unit agreements, and drafted company’s template separation and confirmation of resignation agreements.  Negotiated and drafted joint venture, supplier, and assorted other agreements.

  • Motorsports Company – Drafted client’s corporate governance, employment (e.g., template independent contractor and employment agreements), and service (e.g., template ATV/UTV rental, check out-check in sheets, etc.) agreements.  Successfully guided client’s navigation of Town’s Zoning and Town Code violation claims, including drafting the Appeal to the Town Board of Adjustment, Special Use Permit, and petition for members of the public in support of the Special Use Permit application.

  • Telehealth Company – Re-drafted all of client’s corporate governance documents, website terms of service, website privacy policy, and consent forms.  Renegotiated and re-drafted primary laboratory partner agreement.  Advise company manager on handling of corporate governance items, previous significant debts, and potential funding routes.

  • Hobbyist Company – Led domestication of South Dakota LLC to Arizona and drafting of company’s corporate governance documents, including integration of a capped right to profits disproportionate to equity interest for one of the members.  Drafted template reseller agreement and quarterly meeting and aspirational profit-sharing informational sheet for employees incentivization.  Negotiated and drafted Lease to Purchase Agreement for company’s primary office space at several hundred thousand dollars below market price.

  • Online Content Creation and Education Company – Provided general corporate governance and risk mitigation counsel and drafted company’s independent contractor and employment agreements, website terms of service, and website privacy policy.

  • Software Company – Provided general corporate governance and risk mitigation counsel and drafted company’s corporate governance documents, non-disclosure agreements (NDAs), corporate resolutions, independent contractor and employment agreements, separation agreements, intellectual property assignment agreements, and other agreements.

4.     Intellectual Property

  • Multiple Businesses – Researched, crafted, and implemented trademark application strategy for several small businesses in varying industries. 

5.     Land Use and Zoning

  • Motorsports Company – Successfully represented client in Town Board of Adjustments appeal, securing Town stipulation to client’s provision of motor vehicle maintenance, service, and repair services related to client’s rental fleet – something previously prohibited by Town.  Currently leading the client’s Special Use Permit application to enable it to provide maintenance, service, and repair services for third parties’ motor vehicles.

6.     Purchase/Sale of Business

  • LLC Minority Member & Manager – Leveraged client’s pre-existing Manager designation to navigate minority member client (25%) through probate proceeding, multiple revisions to LLC Operating Agreement, negotiation and documentation of an Option Purchase Agreement, negotiation and documentation of two Membership Interest Purchase Agreements, and various corporate governance challenges by other members and their counsel over more than a year-long period.  Avoided several threatened civil suits, protected client’s Manager role, improved ownership position from 25% to 100% in hostile membership environment. Approximately one million dollars in total transaction value.

  • Minority Owner in Five Related Utilities Entities – Represented client in equity purchase agreement for five related utilities companies, with sale proceeds totaling nearly $6,000,000, including negotiation and documentation of a side indemnification agreement that protects client from any liability pre- or post-sale of the equity interests, as well as a guaranty agreement providing for a side payment in additional consideration from another selling shareholder.

  • LLC 50% Member in Education Company – Negotiated and documented purchase of client’s 50% membership in education company by co-50% member upon deterioration of parties’ working relationship.  In resulting Membership Interest Purchase Agreement (MIPA), secured inclusion of written repayment obligation of client’s previously undocumented six figure loan to company, invalidation of co-member’s husband’s claimed ~ $60,000 invoice to company for services allegedly rendered, broad indemnification provisions, and a carve out allowing client to retain title to all client’s developed materials.

  • Investor Group – Negotiated and documented purchase of self-storage facility business, assets, and underlying real property for ~ $1,500,000.

  • Health Product and Coaching Franchisee – Led negotiation and documentation of health product and coaching franchisee sale to third party for approximately $500,000 – nearly $200,000 greater than the client’s best pre-representation negotiated priced.

7.     Real Estate – Commercial

  • Hobbyist Company – Negotiated and drafted nearly $2,000,000 Lease to Purchase Agreement for client’s primary office space.  Contractual protections during inspection period provided client ~ $50,000 in additional value in the form of property owner’s agreement to cover roof repairs and HVAC unit replacements prior to triggering of purchase obligation under Lease to Purchase Agreement.  Negotiated and drafted Amendment to Lease to Purchase Agreement to confirm property owner’s aforementioned obligation.

  • Real Estate Brokerage – Negotiated and documented leases for three office spaces with beneficial terms.  Advised client on breaking one of the leases due to a change in growth plans, with no adverse consequences.

  • Bar Business – Negotiated beneficial 10-year lease extension at 15% under market rental value with significant beneficial revisions to pre-existing commercial lease despite the underlying lease requiring 5-year renewal terms with all terms staying the same as the pre-existing lease other than the base rent and NNN costs.

8.     Real Estate – Residential

  • Successor Trustee/Landowner – Avoided threatened imminent litigation for ~$500,000 in damages related to the parties’ agreement in principle to sell a unique piece of residential real estate and the potential plaintiff having spent hundreds of thousands of dollars in furtherance of said agreement.  Negotiated and documented as-is, where-is sale of subject real property, well rights, and select related business assets for approximately $250,000 more than the opposing party’s argued enforceable contract purchase price.

  • Two 25% Landowners – Led negotiation and documentation of sale of two 25% interests in residential property to third party partial owner.

  • 50% Landowner – Led negotiation and documentation of client’s purchase of fellow-owner’s 50% interest in residential real property assuming property price six figures under market value.

  • Multiple Clients – led negotiation and documentation of commercial lease agreements with beneficial terms.

* Many of the representations summarized here were handled by Mr. Frazier prior to his forming Frazier Law PLLC.

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