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In This Issue
2017 Spring Investment Forum - Save the Date
April 27-28, 2017

Four Seasons Hotel - Chicago
120 East Delaware Street
Chicago, IL 60611

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ACIC Private Notes                                 April 2017
Welcome to the April 2017 issue of ACIC Private Notes!  While it still does not feel like spring to most of you, we promise some warm air is right around the corner . . . . as is our Spring Conference,  scheduled for April 27-28 at the Four Seasons Hotel in Chicago. Get ready for a great lineup of panels that are "Off the Beaten Path."   We hope to see you there!    Click here to register .  

In this month's newsletter you will find links to summaries of significant cases from the Southern region courtesy of new member Jeff Dutson of King and Spalding, and from New England thanks to Kevin Braun of Morgan Lewis & Bockius. You will also find links to updates from our amazing committees, and lists of the committee members. If you see the committee members in your travels, please thank them!  Their work is helping ACIC grow and making contributions to our ACIC community in so many positive and productive ways.  Thank you to our committees!
New Case Law Summaries
Southern Legal Developments
A promissory note that set interest rate at 0.5 percent above "Lender's Prime" was unambiguous as to the rate of interest where such term was defined in the plain language of the promissory note itself and was not the United States prime interest rate as published by the Wall Street Journal. Mashburn Homes, LLC v. Chaterbank, 793 S.E.2d 655 (Ga. Ct. App. 2016).  For more information, click here.

Kentucky Appeals Court holds that, as a matter of first impression, under Kentucky law, there is no common law fiduciary duty between shareholders of closely-held corporations.  Conlon v. Haise, 2016 WL 5485531 (KY Ct. App. Sept. 30, 2016).To read more, click here.

Lender who refused to fund a $36 million construction loan did not breach the loan agreement because the loan agreement did not contain a promise by the lender to fund the loan.  The lender's failure to fund the loan was a breach of a loan commitment letter, but the developer-borrower only sued on the loan agreement, so the trial court erred in awarding judgment to the developer-borrower.  Jericho All-Weather Opportunity Fund, LP v. Pier Seventeen Marina & Yacht Club, LLC, 207 So. 3d 938 (Fla. 4th Dist. Ct. App. Nov. 16, 2016). To read more, click here.

Failure of a mortgagee's assignee to record the assignment does not affect the assignee's priority against governmental lienholder under Florida law because the lienholder had constructive notice of the initial lien and was not adversely affected by subsequent assignments. Barton v. MetroJax Prop. Holdings, LLC,207 So. 3d 304 (Fla. Dist. Ct. App. 3d Dist. 2016).  To read more, click here.

New England Legal Developments
"All Assets" collateral description in financing statement was sufficient to perfect security interest in all of debtor's assets despite a specific reference to a single location in an illustrative list of collateral.  In the Matter of: Sterling United, Inc., No. 15-4131-BK, 2016 WL 7436608 (2d Cir. Dec. 22, 2016).  To read more, click here.

Recording service that held mortgage as "nominee" for original mortgage lender, and its successors and assigns, had authority to assign mortgage on behalf of original mortgage lender to entity that was original lender's successor or assign.  Dyer v. Wells Fargo Bank, N.A., 841 F.3d 550 (1st Cir. 2016). To read more, click here.
Committee Updates
Education Committee
The ACIC Education Committee has been busy working with the Annual Meeting and Spring Forum co-chairs in planning, coordinating, developing and implementing the panels, presentations and similar educational programs to be presented and discussed at each of the College's semiannual conferences.  The Committee is also working on a few upcoming webinars, including one on the calculation of the Make-Whole Premium in swapped transactions.  For more information, click hereYou can also contact Co-Chairs, Ann King  James Roberts, or Richard Wasserman.

Communications Committee
The Communications Committee seeks to be the ACIC's voice, both to its members and to the outside world.  Our focus is to facilitate communication about the activities of, and news regarding, the ACIC, particularly through the generation and distribution of this newsletter.  For more information, click hereYou can also contact Co-Chairs, Michael Feirro or Luke Weedon

Membership Committee
The Membership Committee is charged with administering the process of electing individuals for membership in the College, and does so by receiving nominations for fellowship from other Fellows of the College, and reviewing the applications of nominated individuals for compliance with the relevant membership criteria.  For more information, click here You can also contact Co-Chairs, Christopher Dallas or My Chi To.

Development Committee
The Development Committee is tasked with engaging the membership, assessing and addressing membership needs and interests, and planning some of the interactive events at the April and October meetings. For more information, click here You can also contact Co-Chairs, Tina Smith or Renee Dailey.

Transaction Process Management Committee
The Transaction Process Management Committee is responsible for the continued development of the Model Form Note Purchase Agreements and is doing lots of great work to finalize the updated Model Form Make-Whole and Swap Indemnity Language for Swapped Notes, among other things. For more information click here.  You can also contact Co-Chairs, Matthew Gabrys or Charles Kolin. 

Website and Social Media Committee
The Website and Social Media Committee is responsible for the oversight and promotion of the College's website and LinkedIn account. For more information, click here You can also contact Co-Chairs, Nicole Rives , Tom O'Connor,  or Clint Woods  with any questions.

ACIC Spring Forum
Please join us in Chicago at the Four Seasons Hotel for our  "Off the Beaten Path" Spring Forum which will navigate the peaks and valleys of investments and regulatory compliance. To register,  click here .