Scope of Services

Terms and Scope of Services for Entity Reviews

Highland Law Corporation, a California law corporation doing business as Highland Law (the “Firm”), offers predefined entity review services (“Entity Reviews”) to clients at scheduled flat fees (“Scheduled Fees”). The current Scheduled Fees, terms, and scope of services for Entity Reviews are set forth on this web page. Unless otherwise agreed by the Firm, the current Scheduled Fees for Entity Reviews are $625 for one entity, plus (if applicable) $300 for each additional entity to be reviewed in a particular transaction. 

All requests for Entity Reviews must be submitted by a client of the Firm (the “Client”) through either the GoDocs customer website or the Firm’s website. By submitting an Entity Review request, the Client agrees that all Entity Review services, whether charged at Scheduled Fees pricing, negotiated pricing, or hourly, shall be subject to the Terms in effect when the request is submitted.

The full amount of the Scheduled Fees for Entity Reviews, including any applicable rush surcharges, shall be fully earned at the time the Firm commences work on the matter, regardless of whether the Client subsequently instructs the Firm to stop work or cancel the Entity Review request. No refunds or discounts shall be provided for canceled Entity Review matters if any work has been initiated before the notice of cancellation.

Scope of Entity Reviews

The scope of predefined Entity Review services consists of reviewing entity documents provided by the Client to determine suggested signatories for loan documents on behalf of entity borrowers, sub-entities, and entity guarantors.

Upon completion of the review, the Firm will issue a memorandum outlining the suggested signature blocks. The memorandum may also include any member, director, officer, or partner approvals the Firm deems necessary to authorize the execution of the documents. The entity review memorandum is based on a limited review and is subject to the limitations described in the Terms. It does not constitute a legal opinion, as a legal opinion would require extensive due diligence, formal procedures, and significantly higher fees.

Firm attorneys are licensed to practice law in California and other U.S. states. The Firm does not have attorneys licensed to practice in all jurisdictions. Any comments or suggestions in the entity review memorandum regarding entities governed by laws of jurisdictions where the responsible Firm attorney is not licensed should be reviewed and verified by legal counsel licensed in that jurisdiction, if required by its laws. The Firm assumes no liability or responsibility for matters outside the scope of services described in the Terms in effect when each Entity Review request is submitted. The entity review memorandum is a privileged and confidential communication for the Client’s use only and may not be disseminated to or relied upon by third parties.

Deficiency Memoranda

If, during the review of entity documents, the Firm identifies material deficiencies or issues that may be relevant to the lender, the Firm may note these deficiencies in the signature block memorandum along with recommendations for obtaining additional documents or approvals. If deficiencies are deemed significant, the Firm may elect not to issue a signature block memorandum and instead issue a Deficiency Memorandum identifying the deficiencies, missing documentation, or necessary corrections. The Scheduled Fees, or any agreed-upon fixed fee or hourly charges, will be considered fully earned when the Deficiency Memorandum is issued. Any additional work required following the issuance of the Deficiency Memorandum will be subject to additional fixed fees or hourly charges. When a Deficiency Memorandum is issued, the Firm may provide an invoice for the applicable fees or, at its discretion, may allow the matter to remain open for up to thirty days to allow for completion of the Entity Review, with additional time billed separately.

Special Terms Applicable to Review of Certain Trust Documents

For certain trusts with unique legal issues, the Firm may require the Client to obtain and furnish a legal opinion from the trust’s legal counsel. In such cases, the Firm will rely on the correctness of the legal opinion, and the Entity Review will consist solely of a review of that opinion. The legal opinion should include confirmation of the identity of the trust and trustee(s), the authority of the trust and trustee(s) to enter into the loan transaction and perform the trust’s obligations, the recommended signature block, and title vesting recommendations. Trusts requiring such legal opinions include, without limitation, those in which one or more of the original trustees or trustors has died or become incapacitated, resulting in the trust being split into multiple sub-trusts.

Services Excluded

The scope of Entity Review services does not include tracing ownership or management history, providing an opinion on the due formation, valid existence, or good standing of an entity, or determining the proper appointment or election of managers or officers. The Firm does not provide an express or implied opinion on the authority of signatories to execute specific documents or for particular transactions. The review of entity documents for sub-entities, members, partners, shareholders, or other equity owners of borrowers or guarantors is excluded unless directly relevant to determining signatory authority. The Firm does not analyze provisions in entity documents that may trigger dissolution or termination of the entity upon the occurrence of certain events, such as the death, withdrawal, or dissolution of a manager, member, partner, or other equity owner.

Unless expressly agreed otherwise in writing, the Firm does not provide legal services related to litigation, tax law, usury laws, or regulatory compliance. The Firm does not advise on federal or state income tax ramifications, lending laws, or unauthorized practice of law issues. Clients are responsible for engaging local counsel where required. The Firm does not review or provide advice concerning an entity’s capitalization or assets, nor does it monitor legal changes that may affect a Client’s matter after services have been completed.

Rush Orders

Clients may request a rush turnaround for Entity Review orders. The Firm’s ability to accommodate rush requests depends on workload and order complexity. When the Firm can accept a rush order, an additional rush charge applies. If the order and all required documents are submitted before the 20th day of the month, a 50% rush charge will apply. If submitted on or after the 20th day of the month, a 75% rush charge will apply. Work on Entity Review orders cannot begin until all required entity documents have been received. To avoid delays, clients should ensure that all necessary documents are provided at the time of submission.

Conclusion

By engaging the Firm for an Entity Review, the Client agrees to the Terms outlined in this document. The Firm reserves the right to amend these Terms at any time, with the most current version applying to all requests. Clients with questions regarding these Terms should contact the Firm directly.

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