Aviation Attorney by He Is Legend



                              When I was           my youth. In fact, I have. I think they          would agree to was free and clear title.
                              much younger,        call that maturity. Here are some of my          That is the huge difference between real
                              and not as wise,     more mature thoughts on this very                estate and aviation. I am not an attorney
                              I had several        important topic.                                 so I do not mean to over simplify the
                              pre-conceived            Lately, I have been involved with transac-   differences or the importance of the
                              notions about        tions where the other side has used in-house     desires of the buyers. In aviation,
                              what to stay         or non-aviation specific counsel. Often these    "Conditions for Closing", which include
                              away from if I       professionals have had extensive real-           mechanical and historical aspects of the
                              wanted a deal to     estate experience or some other type of          aircraft, die at closing.
                              happen. One of       transactional experience, but no aviation           I have a saying that I have used for
                              them was attor-      experience. A big mistake. There are very        years with regard to negotiating.
                              neys. I thought      few industries like ours. It is very unique.     Sometimes you have to get to "NO"
                              that as soon as          In the two cases I referred to above, I      before you can get to "YES". In these
                              an attorney got      was representing the sellers, and the            cases, I instructed my very tired clients
                              involved, the        buyers used in-house attorneys. The              that we could absolutely not take the risk
deal would get complicated and fall                buyers’ attorneys either negotiated the          of survival of terms that could cause
apart. I must admit, I was really wrong!           contract we presented as if it were a real-      them to have a deal that was never final.
   Of course those were the days of the            estate contract or generated contracts that      In both cases, the buyers wanted the
handshake. Offer letters often took the            were straight out of a real-estate contracts     planes as bad as we wanted to sell them.
place of the contract. If it flew it was fine so   book. In both cases that position caused            Ultimately, in both cases my clients
pre-buys were not a great focus of the deal        immediate push back from the sellers. In         NO, drove the buyers to hire aviation
and in some cases, title searches were not         fact, in both cases we quickly came to a         attorneys to help them understand why

run. People even sometimes exchanged               place that said "No Deal" as a result of a       we were saying no. We were then able
hand written checks for the plane. I am of         lack of understanding from the attorneys         to build an agreement and transaction
course dating myself with this article.            of aviation transactions.                        process that spoke to the aviation indus-
    In today's aviation world the opposite             We did not say "No" lightly or from a        tries norms and realities and create a fair
is true. The need for good contracts,              position of strength. Both of my clients         and workable contract, one that really
thorough pre-buys and solid understand-            were exhausted from the sales process,           could be put away after the transaction
ings are the deal making attributes.               delighted we had finally found a buyer           and have represented everyone fairly!
Today's deals are capable of standing the          and really tried hard to make the deal               The message of this article is to not
test of time and boardrooms. Deals that            work with the contracts the buyers were          be penny wise and pound foolish. Have
when complete, can be put in the drawer            proposing. The differences that the real         an attorney on your side, have a skilled
and not challenged by future considera-            estate contracts contemplated were just          professional on your side, have a skilled
tions. These are the deals of today. Now           not consistent with aviation practices.          aviation professional on your side. There
comes the question of how to memori-                   Let's take a moment and look at the          are many wonderful people in our
alize a deal like this.                            biggest differences. They are glaring and        industry. People who earn their livings
    This article is going to start like most       absolutely expected in real-estate and           not burdening a process, but making it
of my articles wrap up. The aviation               clearly unheard of in aviation. Reps and         happen correctly and with integrity and
legal professional will be discussed as            Warranties! In the contracts that were           success as a mantra.
the topic, not the footnote.                       either negotiated or proposed by the                 By the way, the attorneys I have
    Not only do I believe that there               buyers’ counsel, both had reps and               spoken of were also great people who
should be attorneys in the deal, there             warranties that spoke of the condition of        were bringing the highest degree of
should be aviation attorneys on both               the aircraft, its history and damage             integrity to the table, they just did not
sides. The more the merrier. Don't get             surviving closing. Those were the stum-          understand the industry or its nuances.
me wrong, this is not about burdening a            bling blocks. In fact, as I mentioned earlier    I Jay Mesinger is the CEO of J.Mesinger Corporate Jet
transaction with unnecessary costs or              in this article, both buyers attorneys were      Sales, Inc. He is the former Chairman of NARA (National
deliberation, it is just about building the        ready to walk from the deal if we did not        Aircraft Resale Association) and is on the Associate
transaction to stand the test of time. So it       agree to these terms. We as sellers saved        Member Advisor Council of the NBAA and the Duncan
would seem that my feelings about attor-           them the walk. We walked first!                  Aviation Customer Advisory Board. He also hosts the
neys have done a 180 degree turn since                 The only Rep and Warranty that we            Aviation Leadership Roundtable found at www.jetsales.com.

90    WORLD AIRCRAFT SALES MAGAZINE – April 2005                 www.AvBuyer.com                                                  Aircraft Index see Page 2

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