Law World 418
LNG vessels (“LNG Shipping Inc”) and a New York based private equity fund (“BlueAnchor Capital Fund I LP”) are forming a joint venture to own, finance and operate a fleet of LNG carriers
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World Files
Tasks (12)
BlueAnchor wants to get the JV Agreement signed today. Can you send me back a message with a list of items that need to be added, changed, or removed to prepare a final execution version? Do not take into consideration the following: (1) lack of definition for any capitalized terms, (2) wrong cross references, and (3) unspecified Trigger Event/Date.
BlueLNG sued Nakamura in the Southern District of New York based on the shipbuilding contract. Given that Nakamura has no office in the district, can BlueLNG seek Rule B attachment of a US$ wire transfer sent from Nakamura to Obun Corporation with Head Office in Manhattan and attachment of 15,000 Maersk shares owned by Nakamura held by Cantor Fitzgerald's office on Wall Street? Please answer me with a reply here.
Does any agreement between us and BlueAnchor create any non-disclosure obligations preventing our owner from publicly announcing the deal? Write me a short reply back that I can review and send.
Prepare an outline of the legal analysis supporting a motion for partial summary judgment seeking dismissal of the claims brought by plaintiff Donald Smith against the JV, based on the facts alleged in Smith’s complaint. Also identify any materially incorrect factual assertions that affect the analysis. Write this out for me as a short response.
Review the shipbuilding contract ("Contract") and draft assignment agreement for the Contract (the "Assignment"). The Assignment will be used by LNG SHIPPING INC. ("LNG") to assign the Contract to its financial lending institution. Section 3 will be replaced with a set of conditions that the financial lending institution is preparing. The financial institution is also requiring that the Assignment be governed by California law, where it is based. LNG wants to keep the Assignment to a minimal length and complexity. Which sections of the Assignment can be removed without altering the effectiveness of the Assignment or risk allocation? Write me your response here, explaining what you think.
Can you respond to me, giving a one or two sentence answer to each of the following questions: 1) what is the key principle regarding information exchange from the Joint Venture Antitrust Slides? 2) what mechanisms, if any, does the JV Agreement and Operating Agreement provide to ensure that LNG Shipping's involvement in BlueLNG JV doesn't violate this principle?
Blue Anchor recently sued us (LNG Shipping Inc.) for claims of fraudulent inducement. We filed a motion to compel arbitration after Nakamura experienced a catastrophic fire at its shipyard. The motion cites the Operating Agreement, the Operating Agreement's Addendum, and the Assignment Agreement. I need you to write me a short memo, explaining which state's laws apply, what specific rules of civil procedure will govern the court's ruling, and what the burden of proof is for the non-movant. I've attached some cases that another associate pulled that you should use in preparing the memo. Write your reply with what I want back here.
Can you please assess whether or not the new LNG carries built by Nakamura Heavy Industries can be used in Jones Act Trade? Additionally, BlueLNG JV purchased another LNG vessel and asks whether it can be used in Jones Act Trade as well. It was built in 1992 in France. Please give me your reply right back here.
Can you please let me know if the canceling date of the shipbuilding contract is 180 days? Just a quick yes or no here is fine.
Does assigning the shipbuilding contract to the JV require any other member consents (under the JV Operating Agreement) that we don't already have? Write out your answer to me here, and give a short reason to justify it.
BlueAnchor served BlueLNG with a notice claiming to exercise its put rights pursuant to the BlueLNG Operating Agreement. Can you please review the OA and confirm whether or not BlueAnchor can actually exercise this right? Write back to me your findings. Only consider the Operating Agreement in your analysis.
As counsel to BlueLNG and recently subpoenaed a news reporter under Rule 202 to find out whether he's illegally obtained trade secrets from one of our shipyards. The shipyard filed a motion to dismiss the pre-suit deposition proceeding under Texas's anti-SLAPP statute. Can you take a look at the statute (attached) and let me know whether it's applicable? Give me your reply here.