Continuing Legal Education

TELESEMINAR: Drafting Guaranties in Real Estate Transactions – A National Perspective

January 23, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


Guarantees in real estate transactions provide lenders an additional layer of protection for performance but are also a potential source of major liability for guarantors. In non-recourse loans, “bad boy” or “springing” guaranties are highly negotiated and carefully drafted for triggering circumstances, scope of liability and to help ensure eventual enforceability. The final form of a guarantee has a major impact on the economic expectations of counter-parties and substantial tax consequences. This program will provide you with a practical guide to negotiating and drafting guaranties, including “bad boy” carve-outs of non-recourse loans, triggering events, scope of liability and practical enforceability.


  • Negotiating and drafting guarantees and carve-outs in real estate transactions
  • Types of guaranties and expectations depending on nature of lenders, including mezz lenders
  • “Bad boy”/”springing” carve-outs – scope of liability and triggering events
  • Practical issues in enforcing guaranties and common problems 
  • Review of recent legal developments impacting enforceability of guaranties


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Program Speakers:
Manuel A. Fernandez
, Akerman, LLP. Florida
Richard R. Goldberg, Ballard Spahr, LLP, Pennsylvania


Manuel A. Fernandez is partner in the Miami office of Akerman, LLP, where he has an extensive real estate practice representing commercial mortgage lenders, developers, and institutional and non-institutional investors in connection with the acquisition, development, financing, leasing and management of commercial and residential real estate assets and distressed real estate transactions. He also represents hedge funds, pension funds, and other real estate opportunity funds in connection with joint ventures. Mr. Fernandez received his B.A., cum laude, from the University of Miami and his J.D., magna cum laude, from the University of Miami School of Law.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition.  Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years.  He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference.  Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute.  Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.