Material Lease Litigation

Discussion in 'Legal Terminology' started by hwolf, Nov 28, 2012.

  1. hwolf

    hwolf Senior Member

    Mexico City
    Native: Spanish MX; others English, German
    Alguien sabe cómo traducir esto?

    Material Lease Litigation

    Litigio por arrendamiento material

    Muy textual.....

  2. k-in-sc

    k-in-sc Senior Member

    Aporte el contexto necesario y la oración completa que contenga la frase o palabra objeto de su consulta cada vez que formule una pregunta. Esto permite que su pregunta sea entendida y reciba mejores respuestas.
  3. Tochka Senior Member

    Context is needed, as K-in-sc points out.
    Still, I'll note that
    Depending on context, "X litigation" could refer to either a specific court case (or series of court cases involving the same parties), or it could refer generally to cases that relate to "X." It also can mean the area of law related to litigating such cases. (E.g. "tort litigation"--meaning litigation over civil wrongs.)
    With the name capitalized, unless it is used as a heading or as an item on a list, it most likely refers to a specific court case (or related cases). The name "Material Lease" could be chosen to describe the litigation because that is the subject matter of the dispute, or it could be the main part of the name of one of the parties in the litigation.
    If the name were not capitalized, it would likely refer either to various court cases having to do with the leasing of materials* or to a litigation practice which concentrates in this area of law.**

    *It appears "material lease" refers to the leasing (renting out) of materials used in construction.
    (See, e.g., ("Marubeni Construction Material Lease Co., Ltd. is mainly engaged in the leasing, sale and repair of makeshift structural steel products for construction foundation works and piling works.")
    ** See this firm's description of its practice, which includes "material lease default litigation":
    Last edited: Nov 28, 2012
  4. hwolf

    hwolf Senior Member

    Mexico City
    Native: Spanish MX; others English, German

    Maybe this helps:

    “Material Lease Litigation” shall mean any actual litigation or proceeding as to a Lease with a potential liability to the Sellers in excess of US$xxxxx Dollars).
  5. Tochka Senior Member

    OK, this sounds like a defined term in a particular contract.
    Here, "material lease litigation" is being used in the generic sense to mean--as its definition states--"any" litigation concerning a material lease. (Of course, this meaning is qualified by the definition that follows it--so that it has the particular definition stated in the contract, when the term is used in this contract.)
    So you will need to determine whether "arrendamiento material" is the normal term used in Spanish for "material lease" and, then, render it into an adjective or use other means to show that it describes the kind of "litigation" that is meant.
    Perdona me. Mi español es muy poco/malo--estoy aprendo--y no conosco bien "por" y "para", y por eso no peudo decir si "Litigio por" es bueno o no.
    (Your best bet is to wait for an abogado/a whose Spanish is better than mine.) :(
  6. RicardoElAbogado Senior Member

    SF Bay Area, California
    American English
    "Material" can have several meanings. One is, for lack of a better term, "stuff." So cloth that is used in a dress is material. Bricks and wood and wire used in constructing a building are building materials. That is the word "material" used as a noun. It can be used as an adjective as in the material world, which is el mundo físico. Another meaning is "important." One way of looking at this is that if something matters, it is material. That is how it is being used in the contract. The buyer wants to be sure that the seller has told the buyer about all leases that are important, i.e., that are material (and in this case, the parties have defined materiality as being in excess of US$xxxxx Dollars).

    So I wonder whether
    Litigio por arrendamiento materia is a good choice. Does materia here have the meaning of something physical or does it have the meaning of important? If it can mean both or if it means something physical, I would opt for importante. That would clearly convey the sense of material as it is used in this text.

    Would contrato de arrendamiento be more specific? The agreement undoubtedly is asking for disclosure of (and assurances in the form of representations and warranties about) lease agreements.

  7. Tochka Senior Member

    Very good point, Ricardo. I appreciate your insight. (And I deserve 30 lashes with a wet noodle for missing that possibility!)
    This is why context is so important. My first impression on seeing the phrase without context was that "material lease" was specific jargon in the construction industry. Furthermore, the few hits I found in a brief search of the web seemed to bear this out. There was a business which used the term "material lease" and a law practice advertising "material lease default litigation" as one of its areas of concentration. Since we don't usually use the term "material" in the sense of "materiality" in connection with describing areas of legal practice, this seemed to confirm that "material lease" was a set expression in itself which modified "litigation". This mind set, however, kept me from considering the possibility that "material" might be modifying "lease litigation", even after being given the information that the definition incorporated a dollar limit. This is an important point to consider. Still, I wonder if it really is the only possible interpretation.
    As to this being about disclosing "leases", note that the definition is defining the litigation, not the leases themselves. One would think that if disclosure of leases were at issue, the definition would be directed to "material leases" rather than to potential "material ... litigation" over the leases.

    So, while it is true that the dollar threshold does make it clear that the intent is to define the term, whatever it may be, according to how "serious" or, "material=important" the litigation is, I wonder if it isn't overreaching to say that the only interpretation of the defined term must be that "material" means "material=important". If your certainty is based on experience you've had with contracts containing this definition or similar boilerplate, that would convince me. But if not, although I agree it is important to consider the possibility that "material" could mean "important", I would hesitate to say that it absolutely must have this meaning.

    Isn't it possible that the defined term could be using the word "material" in the sense of "stuff" despite the fact that implicitly--at least to a lawyer's eye--the definition is indeed dealing with the importance (or materiality) of the litigation being defined? That is, couldn't the definition be defining which kinds of litigation are important, for purposes of the contract, but still be using the words "material lease" as a set expression, assuming this actually is one in the construction industry? (In other words, the definition in this case would be: "Lease of Stuff Litigation as used herein will mean only important litigation over lease of stuff.")
    What do you think?
    Last edited: Nov 30, 2012
  8. RicardoElAbogado Senior Member

    SF Bay Area, California
    American English
    We both agree (as does most everyone here) that context is vitally important. Absent greater context, such as reading the entire agreement, I can't be absolutely sure of anything. For example, the term "litigation" could have been defined elsewhere in the agreement (without initial caps to give a clue) to mean something other than what we normally would call litigation. Unlikely, to be sure, but that is one reason that being certain in the face of uncertainty is not wise.

    And I got so wound up in analyzing the term "material" and explaining what it could mean that I neglected to go back to the text itself and re-read it. So, yes, the agreement is calling for disclosure of lease litigation or other proceeding that exposes the Sellers to a potential liability in excess of US$xxxxx Dollars.

    In terms of my experience with purchase and sale agreements, the term "material" is almost always used in the sense of important. It's most unlikely that the agreement is referring to litigation over leases of material. Real property is leased, equipment is leased, even web sites are leased, but material in the sense of building materials is bought and sold, not leased. It doesn't make much sense to lease steel beams that get incorporated into a building.

    In the absence of perfect information, we still have to make decisions. Based on my experience with these kinds of agreements, I would opt for understanding material in terms of important. And I think that "importante" is a good choice for "material."
  9. Tochka Senior Member

    Thanks for responding, Ricardo.
    I don't believe we've been told enough to assume this is a contract of sale, although who knows?
    Nevertheless, it's important to note that "material" in the sense of "stuff" doesn't have to mean material that is incorporated into a fished product. Take scaffolding for example. The material used to build the scaffold does not remain with the structure, but is removed after work is completed. Again, I note the site I found and referenced above to the "Marubeni Construction Material Lease Co., Ltd.", which describes its activity as "the leasing, sale and repair of makeshift structural steel products for construction foundation works and piling works."

    Also, it seems that "materials lease", in the plural, is indeed part of the jargon in industries working with mining products (similar to uses with "oil leases") -- and these "materials" -- or more precisely, I believe, access to them -- are/is leased.
    I checked out "materials lease" (using the plural) in Google Scholar, using the function that restricts searches to legal papers, and these are samples of some of the hits:
    • "United, as surety, executed its bond securing the performance of White River under a track materials lease [emphasis added] executed between White River, lessee, and appellee, Missouri-Pacific Railroad Company, lessor." WHITE RIVER LIME. PROD. CO. v. Missouri Pacific R. Co. 310 SW 2d 3, 228 Ark. 697 (1958).
    • "in February 1981, the SHD obtained a Materials Lease [emphasis added, capitalization in original] from United Continental New Mexico,Inc., the Roes' immediate predecessor in interest, which granted the SHD permission to enter upon the land and remove gravel, in return for compensation on a tonnage basis." Roe v. State ex rel. State Highway Dept. 710 P. 2d 84, 103 NM 517 (1985).

    This doesn't resolve the question, of course, but it does back up what we all agree on about the need for full context, and the importance of not making a conclusive determination without it.
    Last edited: Dec 1, 2012
  10. k-in-sc

    k-in-sc Senior Member

    You guys put a lot more effort into this than the OP did, that's all I can say.
  11. Tochka Senior Member

    Some questions just niggle at you!;) Also, the threads are intended to be a general resource for others, so even if the OP has lost interest, it may be worthwhile to update as best we can. (That's the PC reason. Of course, it's also second nature for lawyers to argue two sides of an issue! :D)
    Last edited: Nov 30, 2012
  12. hwolf

    hwolf Senior Member

    Mexico City
    Native: Spanish MX; others English, German
    WOW! This is a very comprehensive explanation! Thanks... At the end I used "importante", but is good to read your comments!
  13. Tochka Senior Member

    Thanks for posting your reaction, Heidi, and for letting us know what you used in the end.

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