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Will this $310M malpractice suit against Cleary and Orrick succeed?

Orrick, Cleary Sued for $300 Million Over ‘One-Word Er...
Razzle henna temple roommate
  10/22/21
...
Provocative Quadroon
  10/22/21
Do partners have personal liability?
iridescent unhinged bbw
  10/22/21
i thought its always the firm and anyway dat malpractice ins...
laughsome point useless brakes
  10/22/21
Seems like it wasn’t the only mistake. They forgot to...
Cruel-hearted famous landscape painting
  10/22/21
Link to complaint: https://aboutblaw.com/Z2G
rose party of the first part locus
  10/22/21
wat a scholarly treat, it says sunedison was the parent of f...
laughsome point useless brakes
  10/22/21
der insurers will just settle this shit sounds fuking ret...
laughsome point useless brakes
  10/22/21
Why did sellers counsel also admit it was a mistake
fishy zombie-like stain theater
  10/22/21
cause he didnt want to lie under oath?
laughsome point useless brakes
  10/22/21
Just lol
lime trip codepig
  10/22/21
so terraform noticed the term "buyers" in the agre...
Irradiated Federal Nowag
  10/22/21
basically they were just cheap bastards that didnt want to h...
laughsome point useless brakes
  10/22/21
lol this sounds like shit an indian company would do, hire &...
Irradiated Federal Nowag
  10/22/21
...
rose party of the first part locus
  10/22/21
ljl To the extent Orrick claims (incorrectly) that the wo...
laughsome point useless brakes
  10/22/21
In late October 2014, TerraForm retained Cleary to advise th...
laughsome point useless brakes
  10/22/21
damn manoj copped a GC position. also looks like a cringy do...
Irradiated Federal Nowag
  10/22/21
he went to NYU "new york" law school!!
Tan pistol place of business
  06/12/23
TerraForm alleges that at Cleary lawyers initially flagged t...
Razzle henna temple roommate
  10/22/21
So why is cleary getting sued
rose party of the first part locus
  10/22/21
...
Zippy Mewling Stag Film Son Of Senegal
  10/22/21
Law is so fucking dumb. LJL at a profession where you can be...
exciting ceo
  10/22/21
Now you know why corporate partners are so anal about every ...
beady-eyed address
  10/22/21
they miss actual important stuff like this precisely because...
maniacal center milk
  10/22/21
This is pretty normal for all major professions
flesh corner
  10/22/21
Engineering is so fucking dumb. LJL at a profession where yo...
laughsome point useless brakes
  10/22/21
Where are we on this
concupiscible nibblets half-breed
  06/12/23
...
Contagious Canary Abode
  06/12/23
Can they call the NY State judge as a witness?
Vermilion vibrant house
  06/12/23
...
Ultramarine razzle-dazzle gas station
  06/14/23


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Date: October 22nd, 2021 7:31 AM
Author: Razzle henna temple roommate

Orrick, Cleary Sued for $300 Million Over ‘One-Word Error’ (1)

BY ROY STROM

Oct. 14, 2021, 12:59 PM; Updated: Oct. 14, 2021, 3:10 PM

Listen

TerraForm says Orrick, Cleary lawyers botched deal to buy First Wind

Renewable energy producer wants at least $310 million for malpractice

One mistakenly pluralized word could cost law firms Orrick, Herrington & Sutcliffe and Cleary Gottlieb Steen & Hamilton hundreds of millions of dollars.

TerraForm Power LLC was on the hook for $300 million in payments because M&A lawyers at the firms allowed the word “buyers” instead of “buyer” into a purchase agreement, the company said in a lawsuit filed Wednesday in New York state court.

The renewable energy producer is seeking damages of at least $310 million from the law firms in the malpractice suit. Orrick and Cleary both said the allegations are without merit.

The alleged error came in the drafting of a 2014 transaction that split up the assets of First Wind Holdings, a developer and operator of solar and wind farms, between two buyers: TerraForm, which bought the company’s existing assets, and SunEdison Inc., which acquired its unbuilt development projects.

SunEdison agreed to pay up to $510 million if the developments became operational, according to the complaint.

The dispute appears to be over a second, similar provision that tied those future payments to both “buyers” for what the contract called “accelerated events.” Those events included a bankruptcy by SunEdison, which occurred in 2016, triggering the dispute.

TerraForm alleges the term “buyers” must have been a mistake because it would not have agreed to be on the hook for events that were out of its control.

“The fatal one-word error that Orrick and Cleary failed to correct obligated TerraForm, in addition to SunEdison,” the company said in the lawsuit, “even though TerraForm had never agreed to assume this obligation.”

The provision has been scrutinized before.

A New York State Court judge in December last year said it was not obvious that the term “buyers” in the “accelerated event” provision was a mutual mistake by the parties. The court noted that the term was included in 22 of the 24 draft versions of the contract.

“It is not economically illogical, as part of the deal as a whole, for plaintiffs to have negotiated and for defendants to have agreed to pay the accelerated-earnout obligation in the event of, among other things, SunEdison’s bankruptcy,” Justice Jennifer Schechter.

Schechter ruled against TerraForm, issuing a $327 million judgment against the company.

Following that ruling, TerraForm says it notified Orrick and Cleary that it intended to settle with First Wind, and the law firms declined to participate in the settlement negotiations. The companies settled the dispute in April.

TerraForm alleges that at Cleary lawyers initially flagged the incorrect term but lawyers at Orrick didn’t incorporate the correction. Attorneys at both firms agreed the pluralized word was a “scrivener’s error” after the sellers requested an earnout payment from TerraForm in 2015, the suit says.

“TerraForm Power’s allegations are completely without merit, and we intend to defend ourselves vigorously in Court,” Shannon Lynch, a Cleary firm spokeswoman said in a statement.

Howard Mintz, an Orrick spokesman, said in a statement, “The lawsuit is without merit and irresponsibly mischaracterizes the circumstances of our representation. We will respond accordingly.”

TerraForm is represented Marc Kasowitz and a team of lawyers at Kasowitz Benson Torres.

The case is Terraform Power Parent, LLC v.Orrick, Herrington & Sutcliffe, N.Y. Sup. Ct., docket number not available, complaint 10/14/21.

(Adds detail on previous ruling in dispute. )

https://news.bloomberglaw.com/business-and-practice/orrick-cleary-sued-over-300-million-one-word-error-in-sale

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312573)



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Date: October 22nd, 2021 7:34 AM
Author: Provocative Quadroon



(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312576)



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Date: October 22nd, 2021 7:47 AM
Author: iridescent unhinged bbw

Do partners have personal liability?

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312592)



Reply Favorite

Date: October 22nd, 2021 8:13 AM
Author: laughsome point useless brakes

i thought its always the firm and anyway dat malpractice insurance

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312632)



Reply Favorite

Date: October 22nd, 2021 7:54 AM
Author: Cruel-hearted famous landscape painting

Seems like it wasn’t the only mistake. They forgot to put a Delaware law provision in the agreement evidently. Lol at arguing this in front of a judge who just saw a LL tenant case moments before

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312600)



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Date: October 22nd, 2021 8:09 AM
Author: rose party of the first part locus

Link to complaint:

https://aboutblaw.com/Z2G

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312627)



Reply Favorite

Date: October 22nd, 2021 8:17 AM
Author: laughsome point useless brakes

wat a scholarly treat, it says sunedison was the parent of fuking terra

dat wld seem to make their argument weaker, they are fuking connected comps, if sunedison went BK then other party wld want to rape terra, amright

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312643)



Reply Favorite

Date: October 22nd, 2021 8:14 AM
Author: laughsome point useless brakes

der insurers will just settle this shit

sounds fuking retarded though, why didnt the terra faggots have inhouse counsel reviewing that shit? they had to sign it

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312634)



Reply Favorite

Date: October 22nd, 2021 8:21 AM
Author: fishy zombie-like stain theater

Why did sellers counsel also admit it was a mistake

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312659)



Reply Favorite

Date: October 22nd, 2021 8:22 AM
Author: laughsome point useless brakes

cause he didnt want to lie under oath?

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312660)



Reply Favorite

Date: October 22nd, 2021 8:24 AM
Author: lime trip codepig

Just lol

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312667)



Reply Favorite

Date: October 22nd, 2021 8:25 AM
Author: Irradiated Federal Nowag

so terraform noticed the term "buyers" in the agreement, understood the potential liability it created, and signed anyway? they should get nothing iomo.

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312672)



Reply Favorite

Date: October 22nd, 2021 8:26 AM
Author: laughsome point useless brakes

basically they were just cheap bastards that didnt want to hire separate counsel for terra since its parent was sun and they had separate counsel for some bullshit conflict committee that prob didnt even do shit

Although SunEdison was TerraForm’s majority controlling shareholder,

SunEdison and TerraForm were each independent public companies with different businesses.

Accordingly, a key task for Orrick was to ensure that the PSA properly delineated which assets

were being purchased and which obligations were being assumed by which party. Moreover, as

counsel for both parties, it had an obligation not to favor one over the other in carrying out its

responsibilities



(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312676)



Reply Favorite

Date: October 22nd, 2021 8:28 AM
Author: Irradiated Federal Nowag

lol this sounds like shit an indian company would do, hire "transaction counsel" to represent both sides with clearly conflicting interests to save a few thousand bucks.

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312681)



Reply Favorite

Date: October 22nd, 2021 8:32 AM
Author: rose party of the first part locus



(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312698)



Reply Favorite

Date: October 22nd, 2021 8:27 AM
Author: laughsome point useless brakes

ljl

To the extent Orrick claims (incorrectly) that the word “Buyers” was the deal,

Orrick failed to alert TerraForm, and make sure TerraForm understood and accepted, that

Section 2.04(g) exposed TerraForm to a half-billion-dollar earnout liability which could be

triggered by events, including events like SunEdison relocating an executive’s office, totally

outside of TerraForm’s control. Orrick instead led TerraForm to believe the exact opposite. For

example, on November 12, after Orrick circulated draft Board resolutions authorizing

TerraForm’s entering into the First Wind Transaction, Orrick’s Lopez responded to a TerraForm

in-house attorney’s question about the earnout by confirming that “SUNE is responsible for the

earnout payments.”

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312678)



Reply Favorite

Date: October 22nd, 2021 8:28 AM
Author: laughsome point useless brakes

In late October 2014, TerraForm retained Cleary to advise the Conflicts

Committee in connection with the First Wind Transaction. Cleary’s team was led by partners,

Ethan Klingsberg and Chantal Kordula, and associates, Manoj Nair and Charles Allen

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312683)



Reply Favorite

Date: October 22nd, 2021 8:49 AM
Author: Irradiated Federal Nowag

damn manoj copped a GC position. also looks like a cringy dork

https://ardeapartners.com/the-team/

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312751)



Reply Favorite

Date: June 12th, 2023 7:14 PM
Author: Tan pistol place of business

he went to NYU "new york" law school!!

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#46419558)



Reply Favorite

Date: October 22nd, 2021 9:28 AM
Author: Razzle henna temple roommate

TerraForm alleges that at Cleary lawyers initially flagged the incorrect term but lawyers at Orrick didn’t incorporate the correction.

"Re: Did you incorporate my redlines?"

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43312843)



Reply Favorite

Date: October 22nd, 2021 10:14 AM
Author: rose party of the first part locus

So why is cleary getting sued

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43313071)



Reply Favorite

Date: October 22nd, 2021 10:23 AM
Author: Zippy Mewling Stag Film Son Of Senegal



(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43313111)



Reply Favorite

Date: October 22nd, 2021 10:25 AM
Author: exciting ceo

Law is so fucking dumb. LJL at a profession where you can be sued over missing a single word in a 120 page document.

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43313120)



Reply Favorite

Date: October 22nd, 2021 10:43 AM
Author: beady-eyed address

Now you know why corporate partners are so anal about every comma.

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43313196)



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Date: October 22nd, 2021 10:48 AM
Author: maniacal center milk

they miss actual important stuff like this precisely because they are busy obsessing over italicization of commas in footnotes

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43313212)



Reply Favorite

Date: October 22nd, 2021 10:45 AM
Author: flesh corner

This is pretty normal for all major professions

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43313201)



Reply Favorite

Date: October 22nd, 2021 10:48 AM
Author: laughsome point useless brakes

Engineering is so fucking dumb. LJL at a profession where you can be sued over missing a single widget in a 120,000,000,000 part airplane.

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#43313214)



Reply Favorite

Date: June 12th, 2023 6:50 PM
Author: concupiscible nibblets half-breed

Where are we on this

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#46419460)



Reply Favorite

Date: June 12th, 2023 7:43 PM
Author: Contagious Canary Abode



(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#46419692)



Reply Favorite

Date: June 12th, 2023 7:10 PM
Author: Vermilion vibrant house

Can they call the NY State judge as a witness?

(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#46419547)



Reply Favorite

Date: June 14th, 2023 8:27 AM
Author: Ultramarine razzle-dazzle gas station



(http://www.autoadmit.com/thread.php?thread_id=4947374&forum_id=2#46424991)