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Chris evans looks like pc principal11/14/2023 ![]() ![]() The plaintiffs argue that, as "the lead coordinator for all legal due diligence," Goodwin was ultimately responsible to its clients not only for matters of Massachusetts law, but also as to questions arising under Aruban-Dutch law. The defendants contend that since they were not and had not held themselves out to be Aruban or Dutch lawyers, it was not their responsibility to perform due diligence regarding questions arising under Aruban-Dutch law, such as, they contend, the location or identification of assets located on the real property owned by Grape. Indeed, even before November 1, 1991, on October 23, 1991, Divi's attorney, Fred Pillon, contacted Frank Zeven of the firm of Smeets, Thesseling & Von Bokhorst (Smeets) to represent the acquirers in the acquisition of the hotels. Since the site of the property was in Aruba, which is governed by Dutch law, and since Goodwin did not, and did not hold itself out to, practice Dutch law, it was apparent that counsel familiar with Dutch law and the local real estate practices in Aruba would have to be consulted. The assets purchased from Grape consisted of six ground leases on which the hotels were located. The disagreement centers on what Goodwin's obligations as "lead attorneys for all legal due diligence" were and whether they fulfilled those obligations. The plaintiffs bring this suit claiming that Goodwin, Procter, by its partner and associate, Michael Glazer and Minta Kay, were negligent in failing to assure that the purchasers acquired the "missing assets." In addition, they claim that Glazer negligently drafted §§ 3.3 and 5.3 of the partnership agreement (the Andes Aruba Limited Partnership, or "the Agreement").Īs indicated above, the letter agreement between Rocha and Doral of Novemprovided that Goodwin, Procter (as Rocha's attorneys) would be the "lead attorneys for all legal due diligence." it is not disputed that the letter correctly described Goodwin, Procter's role. Later inquiry confirmed that the facilities in question were not owned by Grape and, consequentially, were not part of the property purchased. More than a year after the closing of the transaction, Rocha was informed that the property purchased by Rocha-Doral did not include tennis courts, an administrative building (which housed the Hotel's laundry facilities) and some parking spaces (the "missing assets"), all of which the purchasers had assumed to be among the assets owned by Grape. The Divi Tamarijn Hotel and the Dutch Village are integrated properties, that is, there is no clear visual dividing line between them which enables a viewer without knowledge of the actual division to determine precisely what facilities or assets belong to the Village as opposed to the Hotel. ![]() The Hotels purchased by Rocha and Doral were adjacent to a timeshare development known as the Dutch Village. The ultimate transaction therefore involved the purchase of the stock (and thereby the assets) of Grape from Divi on February 11-12, 1992. (Grape), which was the owner of the hotels. Several weeks before November 1, 1991, Divi and Doral had signed a letter of intent providing for them jointly to exercise an option owned by Divi to purchase the stock or assets of Grape Holding N.V. The letter, which had been reviewed and edited by Michael Glazer, the partner in charge at Goodwin, Procter & Hoar, specified that "your (that is, Rocha's) attorneys would be the lead coordinator for all legal due diligence." to purchase the Divi Divi Beach Resort and the Divi Tamarijn Beach Resort in Aruba. On November 1, 1991, Rocha signed a letter of intent with Doral Hotels and Resorts specifying the terms under which Doral and the Rocha investors would together enter into a transaction with Divi Hotels, N.V. In October 1991, Rodrigo Rocha retained Goodwin, Procter & Hoar to represent him, and other interested investors, in connection with the acquisition of two resorts in Aruba, Netherlands Antilles. Blatt, Goodwin, Procter & Hoar, Boston, MA, James J. Williams & Connolly, Washington, D.C., John K. Gross, Michael Gaffney, (On Brief), for Plaintiffs. Rosenman & Colin, Washington, D.C., Richard A. SIERRA FRIA CORPORATION, et al., Plaintiffs,ĭonald J. ![]()
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