For those of you on the transactional side, I have the following issue.  When representing landlords, we require the tenant to provide a resolution or other evidence that the individual signing the lease for the tenant has the authority to do so.  Recently, we have had a lot of push back from brokers and tenants who chafe at this requirement and say it is not "market".  I am curious about how other leasing lawyers view this issue

[cid:image001.jpg@01CF2991.F7DAEBB0]

Arthur J. Menor
Partner

Shutts & Bowen LLP
CityPlace Tower, 525 Okeechobee Blvd, Suite 1100 | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mailmailto:AMenor@shutts.com | Biographyhttp://www.shutts.com/attorneys-Arthur-Menor.html | V-Cardhttp://www.shutts.com/vcard-132.vcf | Websitehttp://www.shutts.com

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated,any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply.
Thank you.

We check sunbiz and if the person signing is listed as an officer or manager, we do not ask for more.

It has not come up but with the new llc statute we would also check to make sure there is no limitation on authority filed.

This email message was sent by:

Lloyd Granet
Law Offices of Lloyd Granet, P.A.
2295 NW Corporate Boulevard, Suite 235
Boca Raton, FL 33431
Direct Dial:  (561) 999-0090
Main Number:  (561) 999-9300 x110
Fax: (561) 999-9400
Email: lgranet@granetlaw.commailto:lgranet@granetlaw.com

NOTICE:  IRS Circular 230 Disclosure:  In order to ensure compliance with IRS Circular 230, we must inform you that any U.S. tax advice contained in this transmission and any attachments hereto is not intended or written to be used and may not be used by any person for the purpose of (i) avoiding any penalty that may be imposed by the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein.

NOTICE: This communication is: (a) sent by an attorney or his/her agent, (b) confidential, and (c) intended only for the use of the individual or entity to which it is addressed. If the addressee is a client, this communication is also subject to applicable privileges. If you are not the addressee, or the employee or agent responsible for the delivery to the addressee, any dissemination, distribution or copying of this communication is prohibited. If you received this communication in error: (a) any dissemination, distribution or copying is prohibited, and (b) Lloyd Granet, P.A. requests that you immediately notify us at (561) 999-9300 (collect) and destroy this communication. Thank you.

From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Arthur J. Menor
Sent: Friday, February 14, 2014 2:35 PM
To: 'RPPTL Landlord Tenant Committee'
Subject: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

For those of you on the transactional side, I have the following issue.  When representing landlords, we require the tenant to provide a resolution or other evidence that the individual signing the lease for the tenant has the authority to do so.  Recently, we have had a lot of push back from brokers and tenants who chafe at this requirement and say it is not "market".  I am curious about how other leasing lawyers view this issue

[http://www.shutts.com/shutts100.jpg]

Arthur J. Menor
Partner

Shutts & Bowen LLP
CityPlace Tower, 525 Okeechobee Blvd, Suite 1100 | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mailmailto:AMenor@shutts.com | Biographyhttp://www.shutts.com/attorneys-Arthur-Menor.html | V-Cardhttp://www.shutts.com/vcard-132.vcf | Websitehttp://www.shutts.com

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated,any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply.
Thank you.

I always try to get a resolution as well, but if I can't get them to provide one, I check Sunbiz, and if that doesn't provide satisfactory evidence, then I add similar language to Andrew's below.  If all else fails, I just pray they move in and then we can rely on common law (ratification by accepting the premises) for enforcement if necessary.

Fortunately, I've never had this happen.

Brenda

Best regards,

Brenda B. Ezell
[Description: Description: Ezell_lawfirm_fin]
3560 Cardinal Point Drive, Suite 202
Jacksonville, FL 32257
904.240.4560 Tel
904.240.4561 Fax
www.ezellfirmpa.comhttp://www.ezellfirmpa.com/

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From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Andrew Garofalo
Sent: Friday, February 14, 2014 2:50 PM
To: RPPTL Landlord Tenant Committee
Subject: Re: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

You can also ask for a personal rep and warranty in the lease from the signatory:

The signatories to this Agreement personally represent and warrant that they are fully authorized to execute this Agreement on behalf of the party for whom they are signing this Agreement.

Andrew Garofalo
Board Certified Real Estate Attorney
Garofalo Law Office P.A.
T: 888.658.8686 F: 888.658.7360
www.garofalolaw.nethttp://www.garofalolaw.net/

::DISCLOSURES::http://www.garofalolaw.net/#!disclosures/c760

On Fri, Feb 14, 2014 at 2:41 PM, Lloyd Granet <lgranet@granetlaw.commailto:lgranet@granetlaw.com> wrote:
We check sunbiz and if the person signing is listed as an officer or manager, we do not ask for more.

It has not come up but with the new llc statute we would also check to make sure there is no limitation on authority filed.

This email message was sent by:

Lloyd Granet
Law Offices of Lloyd Granet, P.A.
2295 NW Corporate Boulevard, Suite 235
Boca Raton, FL 33431
Direct Dial:  (561) 999-0090tel:%28561%29%20999-0090
Main Number:  (561) 999-9300 x110tel:%28561%29%20999-9300%20x110
Fax: (561) 999-9400tel:%28561%29%20999-9400
Email: lgranet@granetlaw.commailto:lgranet@granetlaw.com

NOTICE:  IRS Circular 230 Disclosure:  In order to ensure compliance with IRS Circular 230, we must inform you that any U.S. tax advice contained in this transmission and any attachments hereto is not intended or written to be used and may not be used by any person for the purpose of (i) avoiding any penalty that may be imposed by the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related matter(s) addressed herein.

NOTICE: This communication is: (a) sent by an attorney or his/her agent, (b) confidential, and (c) intended only for the use of the individual or entity to which it is addressed. If the addressee is a client, this communication is also subject to applicable privileges. If you are not the addressee, or the employee or agent responsible for the delivery to the addressee, any dissemination, distribution or copying of this communication is prohibited. If you received this communication in error: (a) any dissemination, distribution or copying is prohibited, and (b) Lloyd Granet, P.A. requests that you immediately notify us at (561) 999-9300tel:%28561%29%20999-9300 (collect) and destroy this communication. Thank you.

From: landten-bounces@lists.flabarrpptl.orgmailto:landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.orgmailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Arthur J. Menor
Sent: Friday, February 14, 2014 2:35 PM
To: 'RPPTL Landlord Tenant Committee'
Subject: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

For those of you on the transactional side, I have the following issue.  When representing landlords, we require the tenant to provide a resolution or other evidence that the individual signing the lease for the tenant has the authority to do so.  Recently, we have had a lot of push back from brokers and tenants who chafe at this requirement and say it is not "market".  I am curious about how other leasing lawyers view this issue

[http://www.shutts.com/shutts100.jpg]

Arthur J. Menor
Partner

Shutts & Bowen LLP
CityPlace Tower, 525 Okeechobee Blvd, Suite 1100 | West Palm Beach, FL 33401
Direct: (561) 650-8510tel:%28561%29%20650-8510 | Fax: (561) 822-5510
E-Mailmailto:AMenor@shutts.com | Biographyhttp://www.shutts.com/attorneys-Arthur-Menor.html | V-Cardhttp://www.shutts.com/vcard-132.vcf | Websitehttp://www.shutts.com

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated,any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply.
Thank you.

landten mailing list
landten@lists.flabarrpptl.orgmailto:landten@lists.flabarrpptl.org
http://mailman.fsr.com/mailman/listinfo/landten

From the other side, I have a client that does its own leasing and NEVER checks anything.  At least 50% of the time the tenant is inconsistent with Sunbiz in some way.  None have tried to get out of a Lease on that basis.  Some have tried to defend a claim for damages after an eviction on that basis (lack of authority to enter into the Lease)  unsuccessfully.  I just include allegations as necessary in the Complaint.

Lainie J. Simon, Esq.
185 NW Spanish River Boulevard
Suite 220
Boca Raton, FL  33431
561.445.1361
561.997.6224(fax)

PRIVILEGE AND CONFIDENTIALITY NOTICE: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. 2510-2521 and is legally privileged. The contents of this e-mail message and any attachments are intended solely for the party or parties addressed and named in this message. This communication and all attachments, if any, are intended to be and to remain confidential, and it may be subject to the applicable attorney - client and or work product privileges. If you are not the intended recipient of this message, or if this message has been addressed to you in error, please immediately alert the sender by reply e-mail and then delete this message and its attachments. Do not deliver, distribute, or copy this message and or any attachments if you are not the intended recipient. Do not disclose the contents or take any action in reliance upon the information contained in this communication or any attachments. Although this E-mail and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the  responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by the sender for damage arising in any way from its use.
Ê

On Feb 14, 2014, at 2:35 PM, Arthur J. Menor AMenor@shutts.com wrote:

For those of you on the transactional side, I have the following issue.  When representing landlords, we require the tenant to provide a resolution or other evidence that the individual signing the lease for the tenant has the authority to do so.  Recently, we have had a lot of push back from brokers and tenants who chafe at this requirement and say it is not “market”.  I am curious about how other leasing lawyers view this issue

<image001.jpg>
Arthur J. Menor
Partner
Shutts & Bowen LLP
CityPlace Tower, 525 Okeechobee Blvd, Suite 1100 | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mail | Biography | V-Card | Website

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated,any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply.
Thank you.

landten mailing list
landten@lists.flabarrpptl.org
http://mailman.fsr.com/mailman/listinfo/landten

I would agree that the requirement is not market in that almost no one requires it.  But there's also nothing wrong with asking for it and there shouldn't be pushback from the tenant's side.  Every so often when I'm representing a tenant, the Lease will require a resolution at signing.  I'll never push back on that, it's fine if the landlord really needs it, but I'll also require a resolution from the landlord.  It's not right to require one from the tenant if the landlord is not willing to provide one.

Personally, none of the forms I use on the landlord side require it.  And I almost never see the signed version of a Lease until long after it's been signed, so I usually don’t know who signed for the tenant, although it typically says VP or another title that denotes apparent authority.  When I see a Lease after it's been in place for a while and the signatory clearly didn't have authority (like "Sam Smith, local sales manager"), I'll remind that landlord's leasing team that when they get leases signed, the tenant should have an officer sign (or if it's an LLC, a Manager or Managing Member, but I guess I have to get familiar with the new LLC statute, I think there are no more Managing Members, and like a partnership, the LLC can now file a statement limiting authority of members or the manager).  If the deal is such that the tenant's signed copies are sent to me to send to the landlord (which is rare) and I see that the signer doesn't have a title that denotes apparent authority, I'll ask the tenant's attorney to send me either a resolution if they have one already prepared or if not just an e-mail from the attorney that says that the person who signed had the authority.  We do always confirm that the tenant entity is in good standing in their State of formation (almost every State has this as a free online service, except of course Delaware where you can search a name, but it doesn't tell you if the entity is currently in good standing, you'd have to pay for that, and I think also Texas isn't free).  If they're in good standing in their home state, it's not critical that they also be authorized in Florida, that's really the tenant's problem, although I always tell the tenant (or ask the landlord to tell the tenant) that the tenant really should register to do business in Florida.

I don't know if there's any case law on this, but I never really got how it helps to have a rep in the Lease on authority.  It usually says something like the tenant and the person signing for the tenant represent that the signer has the authority to sign the Lease.  If that turned out to be wrong and the tenant said there was never a Lease created because of lack of authority of the signer, then it seems to me there's no claim against the tenant under the Lease if the Lease never came into existence, and at best there's some sort of fraud claim against the individual who signed the Lease (and that individual most likely never read the Lease and has no idea the Lease said that), and I can't imagine it's worth pursuing a claim like that against the individual signatory.  But like I said I've never researched any of this.

I think getting a corporate resolution from a tenant is similar to a landlord filing a UCC against the tenant when the Lease is signed.  There's no reason at all why you wouldn't do it, it seems to be a prudent thing to do, and yet almost no one ever gets a resolution or files a UCC.

Eric D. Rapkin
Akerman LLP | Las Olas Centre II, Suite 1600 | 350 East Las Olas Boulevard | Fort Lauderdale, FL 33301-2999
Dir: 954.759.8962 | Main: 954.463.2700 | Cell: 305.343.6129 | Fax: 954.847.5350
eric.rapkin@akerman.com

vCardhttp://www.akerman.com/bios/vcard.asp?id=574 | Biohttp://www.akerman.com/bios/bio.asp?id=574

http://www.akerman.com/

[http://www.akerman.com/akermansig.jpg]

CONFIDENTIALITY NOTE: The information contained in this transmission may be privileged and confidential, and is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this transmission in error, please immediately reply to the sender that you have received this communication in error and then delete it. Thank you.

CIRCULAR 230 NOTICE: To comply with U.S. Treasury Department and IRS regulations, we are required to advise you that, unless expressly stated otherwise, any U.S. federal tax advice contained in this transmittal, is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding penalties under the U.S. Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this e-mail or attachment.
From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Lainie Simon
Sent: Friday, February 14, 2014 3:34 PM
To: RPPTL Landlord Tenant Committee
Subject: Re: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

From the other side, I have a client that does its own leasing and NEVER checks anything.  At least 50% of the time the tenant is inconsistent with Sunbiz in some way.  None have tried to get out of a Lease on that basis.  Some have tried to defend a claim for damages after an eviction on that basis (lack of authority to enter into the Lease)  unsuccessfully.  I just include allegations as necessary in the Complaint.

Lainie J. Simon, Esq.
185 NW Spanish River Boulevard
Suite 220
Boca Raton, FL  33431
561.445.1361
561.997.6224(fax)

PRIVILEGE AND CONFIDENTIALITY NOTICE: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. 2510-2521 and is legally privileged. The contents of this e-mail message and any attachments are intended solely for the party or parties addressed and named in this message. This communication and all attachments, if any, are intended to be and to remain confidential, and it may be subject to the applicable attorney - client and or work product privileges. If you are not the intended recipient of this message, or if this message has been addressed to you in error, please immediately alert the sender by reply e-mail and then delete this message and its attachments. Do not deliver, distribute, or copy this message and or any attachments if you are not the intended recipient. Do not disclose the contents or take any action in reliance upon the information contained in this communication or any attachments. Although this E-mail and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the  responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by the sender for damage arising in any way from its use.
Ê

On Feb 14, 2014, at 2:35 PM, Arthur J. Menor <AMenor@shutts.commailto:AMenor@shutts.com> wrote:

For those of you on the transactional side, I have the following issue.  When representing landlords, we require the tenant to provide a resolution or other evidence that the individual signing the lease for the tenant has the authority to do so.  Recently, we have had a lot of push back from brokers and tenants who chafe at this requirement and say it is not “market”.  I am curious about how other leasing lawyers view this issue

<image001.jpg>

Arthur J. Menor
Partner

Shutts & Bowen LLP
CityPlace Tower, 525 Okeechobee Blvd, Suite 1100 | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mailmailto:AMenor@shutts.com | Biographyhttp://www.shutts.com/attorneys-Arthur-Menor.html | V-Cardhttp://www.shutts.com/vcard-132.vcf | Websitehttp://www.shutts.com/

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated,any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply.
Thank you.

landten mailing list
landten@lists.flabarrpptl.orgmailto:landten@lists.flabarrpptl.org
http://mailman.fsr.com/mailman/listinfo/landten

I agree with Eric, particularly with the concept of apparent authority. If it is a corporate President or Vice President, or an LLC Manager or up until now a Managing Member, it should be okay.

The added language would offer some protection from contractual restrictions, such as ‘a majority of members must approve a major transaction.’

David  Weisman
Board Certified Real Estate Lawyer
Greenspoon Marder, P.A.
Trade Center South, Suite 700
100 West Cypress Creek Road
Ft. Lauderdale, FL 33309
Phone 954-491-1120
Toll Free 888-491-1120
Direct Phone 954-343-6941
Direct Fax 954-343-6942

[gm-horizontal-two-color.jpg]

From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Eric.Rapkin@akerman.com
Sent: Friday, February 14, 2014 4:13 PM
To: landten@lists.flabarrpptl.org
Subject: Re: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

I would agree that the requirement is not market in that almost no one requires it.  But there's also nothing wrong with asking for it and there shouldn't be pushback from the tenant's side.  Every so often when I'm representing a tenant, the Lease will require a resolution at signing.  I'll never push back on that, it's fine if the landlord really needs it, but I'll also require a resolution from the landlord.  It's not right to require one from the tenant if the landlord is not willing to provide one.

Personally, none of the forms I use on the landlord side require it.  And I almost never see the signed version of a Lease until long after it's been signed, so I usually don’t know who signed for the tenant, although it typically says VP or another title that denotes apparent authority.  When I see a Lease after it's been in place for a while and the signatory clearly didn't have authority (like "Sam Smith, local sales manager"), I'll remind that landlord's leasing team that when they get leases signed, the tenant should have an officer sign (or if it's an LLC, a Manager or Managing Member, but I guess I have to get familiar with the new LLC statute, I think there are no more Managing Members, and like a partnership, the LLC can now file a statement limiting authority of members or the manager).  If the deal is such that the tenant's signed copies are sent to me to send to the landlord (which is rare) and I see that the signer doesn't have a title that denotes apparent authority, I'll ask the tenant's attorney to send me either a resolution if they have one already prepared or if not just an e-mail from the attorney that says that the person who signed had the authority.  We do always confirm that the tenant entity is in good standing in their State of formation (almost every State has this as a free online service, except of course Delaware where you can search a name, but it doesn't tell you if the entity is currently in good standing, you'd have to pay for that, and I think also Texas isn't free).  If they're in good standing in their home state, it's not critical that they also be authorized in Florida, that's really the tenant's problem, although I always tell the tenant (or ask the landlord to tell the tenant) that the tenant really should register to do business in Florida.

I don't know if there's any case law on this, but I never really got how it helps to have a rep in the Lease on authority.  It usually says something like the tenant and the person signing for the tenant represent that the signer has the authority to sign the Lease.  If that turned out to be wrong and the tenant said there was never a Lease created because of lack of authority of the signer, then it seems to me there's no claim against the tenant under the Lease if the Lease never came into existence, and at best there's some sort of fraud claim against the individual who signed the Lease (and that individual most likely never read the Lease and has no idea the Lease said that), and I can't imagine it's worth pursuing a claim like that against the individual signatory.  But like I said I've never researched any of this.

I think getting a corporate resolution from a tenant is similar to a landlord filing a UCC against the tenant when the Lease is signed.  There's no reason at all why you wouldn't do it, it seems to be a prudent thing to do, and yet almost no one ever gets a resolution or files a UCC.

Eric D. Rapkin
Akerman LLP | Las Olas Centre II, Suite 1600 | 350 East Las Olas Boulevard | Fort Lauderdale, FL 33301-2999
Dir: 954.759.8962 | Main: 954.463.2700 | Cell: 305.343.6129 | Fax: 954.847.5350
eric.rapkin@akerman.commailto:eric.rapkin@akerman.com

vCardhttp://www.akerman.com/bios/vcard.asp?id=574 | Biohttp://www.akerman.com/bios/bio.asp?id=574
http://www.akerman.com/

[http://www.akerman.com/akermansig.jpg]http://www.akerman.com/

CONFIDENTIALITY NOTE: The information contained in this transmission may be privileged and confidential, and is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this transmission in error, please immediately reply to the sender that you have received this communication in error and then delete it. Thank you.

CIRCULAR 230 NOTICE: To comply with U.S. Treasury Department and IRS regulations, we are required to advise you that, unless expressly stated otherwise, any U.S. federal tax advice contained in this transmittal, is not intended or written to be used, and cannot be used, by any person for the purpose of (i) avoiding penalties under the U.S. Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this e-mail or attachment.
From: landten-bounces@lists.flabarrpptl.orgmailto:landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Lainie Simon
Sent: Friday, February 14, 2014 3:34 PM
To: RPPTL Landlord Tenant Committee
Subject: Re: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

From the other side, I have a client that does its own leasing and NEVER checks anything.  At least 50% of the time the tenant is inconsistent with Sunbiz in some way.  None have tried to get out of a Lease on that basis.  Some have tried to defend a claim for damages after an eviction on that basis (lack of authority to enter into the Lease)  unsuccessfully.  I just include allegations as necessary in the Complaint.

Lainie J. Simon, Esq.
185 NW Spanish River Boulevard
Suite 220
Boca Raton, FL  33431
561.445.1361
561.997.6224(fax)

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On Feb 14, 2014, at 2:35 PM, Arthur J. Menor <AMenor@shutts.commailto:AMenor@shutts.com> wrote:

For those of you on the transactional side, I have the following issue.  When representing landlords, we require the tenant to provide a resolution or other evidence that the individual signing the lease for the tenant has the authority to do so.  Recently, we have had a lot of push back from brokers and tenants who chafe at this requirement and say it is not “market”.  I am curious about how other leasing lawyers view this issue

<image001.jpg>

Arthur J. Menor
Partner

Shutts & Bowen LLP
CityPlace Tower, 525 Okeechobee Blvd, Suite 1100 | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mailmailto:AMenor@shutts.com | Biographyhttp://www.shutts.com/attorneys-Arthur-Menor.html | V-Cardhttp://www.shutts.com/vcard-132.vcf | Websitehttp://www.shutts.com/

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated,any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

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cannot be used by any person or entity for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. Federal taxing authority or agency or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

A portion of our practice involves the collection of debt and any information you provide will be used for that purpose if we are attempting to collect a debt from you.

I'd like to attach a clean copy of the form to the contract (as an exhibit) saying that the provisions of that exhibit control.  I'm circulating the draft tomorrow and currently have the reference but no attachment.

Julie A.S. Williamson
Akerman LLP | One Southeast Third Avenue | Suite 2500 | Miami, FL 33131-1714
Dir: 305.982.5535 | Main: 305.374.5600 | Fax: 305.374.5095  | Cell: 305.458.0111
julie.williamson@akerman.com

From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of David Weisman
Sent: Friday, February 14, 2014 4:24 PM
To: RPPTL Landlord Tenant Committee
Subject: Re: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

I agree with Eric, particularly with the concept of apparent authority. If it is a corporate President or Vice President, or an LLC Manager or up until now a Managing Member, it should be okay.

The added language would offer some protection from contractual restrictions, such as ‘a majority of members must approve a major transaction.’

David  Weisman
Board Certified Real Estate Lawyer
Greenspoon Marder, P.A.
Trade Center South, Suite 700
100 West Cypress Creek Road
Ft. Lauderdale, FL 33309
Phone 954-491-1120
Toll Free 888-491-1120
Direct Phone 954-343-6941
Direct Fax 954-343-6942

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From: landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Eric.Rapkin@akerman.com
Sent: Friday, February 14, 2014 4:13 PM
To: landten@lists.flabarrpptl.org
Subject: Re: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

I would agree that the requirement is not market in that almost no one requires it.  But there's also nothing wrong with asking for it and there shouldn't be pushback from the tenant's side.  Every so often when I'm representing a tenant, the Lease will require a resolution at signing.  I'll never push back on that, it's fine if the landlord really needs it, but I'll also require a resolution from the landlord.  It's not right to require one from the tenant if the landlord is not willing to provide one.

Personally, none of the forms I use on the landlord side require it.  And I almost never see the signed version of a Lease until long after it's been signed, so I usually don’t know who signed for the tenant, although it typically says VP or another title that denotes apparent authority.  When I see a Lease after it's been in place for a while and the signatory clearly didn't have authority (like "Sam Smith, local sales manager"), I'll remind that landlord's leasing team that when they get leases signed, the tenant should have an officer sign (or if it's an LLC, a Manager or Managing Member, but I guess I have to get familiar with the new LLC statute, I think there are no more Managing Members, and like a partnership, the LLC can now file a statement limiting authority of members or the manager).  If the deal is such that the tenant's signed copies are sent to me to send to the landlord (which is rare) and I see that the signer doesn't have a title that denotes apparent authority, I'll ask the tenant's attorney to send me either a resolution if they have one already prepared or if not just an e-mail from the attorney that says that the person who signed had the authority.  We do always confirm that the tenant entity is in good standing in their State of formation (almost every State has this as a free online service, except of course Delaware where you can search a name, but it doesn't tell you if the entity is currently in good standing, you'd have to pay for that, and I think also Texas isn't free).  If they're in good standing in their home state, it's not critical that they also be authorized in Florida, that's really the tenant's problem, although I always tell the tenant (or ask the landlord to tell the tenant) that the tenant really should register to do business in Florida.

I don't know if there's any case law on this, but I never really got how it helps to have a rep in the Lease on authority.  It usually says something like the tenant and the person signing for the tenant represent that the signer has the authority to sign the Lease.  If that turned out to be wrong and the tenant said there was never a Lease created because of lack of authority of the signer, then it seems to me there's no claim against the tenant under the Lease if the Lease never came into existence, and at best there's some sort of fraud claim against the individual who signed the Lease (and that individual most likely never read the Lease and has no idea the Lease said that), and I can't imagine it's worth pursuing a claim like that against the individual signatory.  But like I said I've never researched any of this.

I think getting a corporate resolution from a tenant is similar to a landlord filing a UCC against the tenant when the Lease is signed.  There's no reason at all why you wouldn't do it, it seems to be a prudent thing to do, and yet almost no one ever gets a resolution or files a UCC.

Eric D. Rapkin
Akerman LLP | Las Olas Centre II, Suite 1600 | 350 East Las Olas Boulevard | Fort Lauderdale, FL 33301-2999
Dir: 954.759.8962 | Main: 954.463.2700 | Cell: 305.343.6129 | Fax: 954.847.5350
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From: landten-bounces@lists.flabarrpptl.orgmailto:landten-bounces@lists.flabarrpptl.org [mailto:landten-bounces@lists.flabarrpptl.org] On Behalf Of Lainie Simon
Sent: Friday, February 14, 2014 3:34 PM
To: RPPTL Landlord Tenant Committee
Subject: Re: [RPPTL LandTen] Evidence of Authority of Tenant to Sign Lease

From the other side, I have a client that does its own leasing and NEVER checks anything.  At least 50% of the time the tenant is inconsistent with Sunbiz in some way.  None have tried to get out of a Lease on that basis.  Some have tried to defend a claim for damages after an eviction on that basis (lack of authority to enter into the Lease)  unsuccessfully.  I just include allegations as necessary in the Complaint.

Lainie J. Simon, Esq.
185 NW Spanish River Boulevard
Suite 220
Boca Raton, FL  33431
561.445.1361
561.997.6224(fax)

PRIVILEGE AND CONFIDENTIALITY NOTICE: This e-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. 2510-2521 and is legally privileged. The contents of this e-mail message and any attachments are intended solely for the party or parties addressed and named in this message. This communication and all attachments, if any, are intended to be and to remain confidential, and it may be subject to the applicable attorney - client and or work product privileges. If you are not the intended recipient of this message, or if this message has been addressed to you in error, please immediately alert the sender by reply e-mail and then delete this message and its attachments. Do not deliver, distribute, or copy this message and or any attachments if you are not the intended recipient. Do not disclose the contents or take any action in reliance upon the information contained in this communication or any attachments. Although this E-mail and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the  responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by the sender for damage arising in any way from its use.
Ê

On Feb 14, 2014, at 2:35 PM, Arthur J. Menor <AMenor@shutts.commailto:AMenor@shutts.com> wrote:

For those of you on the transactional side, I have the following issue.  When representing landlords, we require the tenant to provide a resolution or other evidence that the individual signing the lease for the tenant has the authority to do so.  Recently, we have had a lot of push back from brokers and tenants who chafe at this requirement and say it is not “market”.  I am curious about how other leasing lawyers view this issue

<image001.jpg>

Arthur J. Menor
Partner

Shutts & Bowen LLP
CityPlace Tower, 525 Okeechobee Blvd, Suite 1100 | West Palm Beach, FL 33401
Direct: (561) 650-8510 | Fax: (561) 822-5510
E-Mailmailto:AMenor@shutts.com | Biographyhttp://www.shutts.com/attorneys-Arthur-Menor.html | V-Cardhttp://www.shutts.com/vcard-132.vcf | Websitehttp://www.shutts.com/

IRS CIRCULAR 230 NOTICE: Pursuant to recently enacted U.S. Treasury Department Regulations, we are now required to advise you that, unless otherwise expressly indicated,any federal tax advice expressed above was neither written nor intended by the sender or this firm to be used and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the advice should be considered to have been written to support the promotion or marketing by a person other than the sender or this firm of that transaction or matter, and such taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.

The information in this email transmission is privileged and confidential. If you are not the intended recipient, nor the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination or copying of this transmission (including any attachments) is strictly prohibited. If you have received this email in error, please notify the sender by email reply.
Thank you.

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The information contained in this transmission may be attorney/client privileged and confidential. It is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have

received this communication in error, please notify us immediately by reply e-mail.

Pursuant to Internal Revenue Service guidance, be advised that any federal tax advice contained in this written or electronic communication, including any attachments or enclosures, is not intended or written to be used and it

cannot be used by any person or entity for the purpose of (i) avoiding any tax penalties that may be imposed by the Internal Revenue Service or any other U.S. Federal taxing authority or agency or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

A portion of our practice involves the collection of debt and any information you provide will be used for that purpose if we are attempting to collect a debt from you.