Representative Matters
We represented a private investment firm in connection with a senior secured term loan facility extended to a private country club and golf membership enterprise, providing acquisition financing for the purchase of the borrower’s flagship club property and an adjacent developable parcel. The facility combined a real estate-secured term loan with equity-linked lender upside participation, including a detachable warrant for a minority equity stake and a revenue participation arrangement tied to membership fees and dues, supported by springing lockbox and waterfall mechanics. The team prepared and closed the full complement of credit, security, and real estate documentation while simultaneously coordinating the underlying acquisition through a successful sign-and-close alongside the financing.
We successfully represented a client before the Rhode Island Supreme Court, preserving both her divorce judgment and the separate classification of her $4 million lottery prize. The appeal to the high court arose after the client’s former spouse sought to vacate the finalized divorce judgment and claimed the lottery winnings were subject to equitable distribution. The Rhode Island Supreme Court affirmed that the procedural defect in the judgment’s entry did not render it void and held that the lottery proceeds were not marital property, preserving both the client’s divorce judgment and her lottery winnings.
We represented the owner of a South Florida commercial truck stop and fuel station, together with its tenant/operator, in a joint $23 million exit to a large, nationwide operator. The transaction required nearly two years of negotiations and machinations to secure the transfer of the assets. The deal highlights our ability to manage multi-party interests, unwind complex commercial relationships, and work creatively in pursuit of our clients’ objectives.
We achieved a complete dismissal of all claims against our client in Massachusetts Superior Court at the pleading stage, where plaintiffs had asserted intentional, reckless, and negligent infliction of emotional distress arising from a family member’s death and the client’s alleged conduct surrounding that event. The Court granted our Rule 12(b)(6) motion in full, holding that the allegations did not meet Massachusetts’ standard for “extreme and outrageous” conduct necessary to sustain emotional distress claims. The Court further agreed that the negligence claim failed because no legally cognizable duty existed under a bystander theory or otherwise. The case was dismissed in its entirety before discovery, securing an early and decisive victory and eliminating the burden of prolonged litigation.
We represent senior executives of a national solar energy company in a matter addressing a significant issue in federal arbitration law. The case centers on whether non-signatory executives may enforce an arbitration agreement containing a delegation clause against a non-signatory state government, or whether that threshold question must first be decided by a court. The matter presents an important question at the center of a growing split among the federal circuit courts regarding the enforcement of arbitration agreements under the Federal Arbitration Act. Led by Ashwini Jayaratnam, the DarrowEverett team is advancing an appeal urging the Fourth Circuit to align with the many federal appellate courts that have held valid delegation clauses require arbitrators—not courts—to decide questions of arbitrability, even when non-signatories seek to enforce the agreement. The appeal carries significant implications for non-signatory enforcement rights under the Federal Arbitration Act, the scope of delegation clauses, and the respective roles of courts and arbitrators in resolving threshold disputes. The matter highlights the firm’s experience handling sophisticated appellate litigation involving complex questions of federal law.
Have a Question About a Specific Practice Area?
Let us know how DarrowEverett can serve you.