When engaged in a real estate transaction, it is important for both the buyer and the seller to understand that the transaction is not final until closing. There are many events that need to occur between an accepted offer and the closing, which can give rise to numerous opportunities for the transaction to fall through.

So why exactly do real estate transactions fail? Below are a few of the most common reasons.

The buyer not being able to sell their property

In many residential transactions, the deal could fall through if the potential buyer is unable to sell their home and is therefore unable to purchase the home in question. This also happens in commercial transactions, if the buyer wishes to move offices but must sell their previous premises first. If you’re the seller in a transaction and the sale is contingent on the buyer being able to sell another property, you should know there is a greater likelihood of the sale falling through than in transactions where there is not such a contingency in place.  This can often include 1031 exchange-contingent closings.

Problems with the property inspection

Most properties should go through an inspection before the transaction proceeds. The inspection period is typically within the first week or two after the seller accepts the buyer’s offer. The inspection offers the buyer an opportunity to discover any undisclosed defects in the property, including problems with mold, pests, structural issues, property damage or roof leaks.

The seller can avoid any unpleasant surprises by having the property inspected beforehand and fixing any issues the inspector finds, helping make the property more marketable.

The buyer gets turned down by their potential lender

Not every buyer gets pre-approved by a mortgage lender before purchasing a property. Even then, having a pre-approval letter is no guarantee that the buyer will actually close on their loan. Mortgage loan rejections are among the most common reasons why real estate deals often fail to close. Changes in circumstances can prompt the bank to rescind its offer to lend, including job loss and other sudden financial hardships.

Problems with the appraisal

Real estate transactions are often contingent on a satisfactory appraisal. If there are issues with the appraisal, generally the deal will have to be modified, or the bank will likely not issue the loan. The biggest issue will be if the appraised value of the property comes under the amount of money for which the buyer is requesting a loan.  In these situations, the bank may elect to reduce the loan amount or rescind its offer to lend altogether.

For more information surrounding the causes of why real estate transactions fail, and how you can avoid these potential pitfalls, contact an experienced real estate attorney in the U.S. Virgin Islands.

J. Nash Davis is Chair of the Real Estate & Financial Services Practice Group at BoltNagi PC, a full-service business law firm on St. Thomas, U.S. Virgin Islands.

A new lawsuit filed by six residents of the Virgin Islands and Guam is challenging laws that prohibit territorial residents from voting for president and a Congressional representative with voting powers, according to a news release from the nonprofit civil rights group Equally American.

Plaintiffs in the Virgin Islands include Ravi Nagi and Laura Castillo Nagi, two attorneys who have raised their children on St. Thomas after moving there from Hawaii 15 years ago. Ravi Nagi is the co-founder of BoltNagi PC, one of the biggest law firms in the Virgin Islands. Laura Castillo Nagi’s practice focuses on family law, and she is also a wellness consultant and coach, according to the news release.

“In 2008, I met Barack Obama and supported his campaign to win the primary in the U.S. Virgin Islands, but I couldn’t vote for him in the general election. Yet if I instead lived in Tortola, in the British Virgin Islands, or even in the U.S. territory of the Northern Mariana Islands, I actually would be able to vote for president by absentee ballot in my former state of Hawaii,” said Ravi Nagi. “That’s not just absurd, but I believe it is unconstitutional.”

Laura Castillo Nagi noted that her older son will soon turn 18, at which point he will have to register for selective service, making him eligible to be drafted to serve in the U.S. Armed Forces.

“But unlike everywhere else in the United States, this [rite] of passage will not come with him being able to vote for his commander-in-chief,” she said. “If people in the Virgin Islands have the responsibilities that come with U.S. citizenship, we should also have the rights, especially the right to vote.”

According to the news release with more than 98% of the residents of U.S. territories racial or ethnic minorities, “the continued disenfranchisement of these Americans presents an important civil rights and racial justice issue.”

“The territories also have a history of service and sacrifice to the United States, with more than 100,000 veterans currently living in U.S. territories,” the release noted. “Residents of the territories pay more than $3.5 billion a year in federal taxes, but have no say in how those tax dollars are spent.”

Further, it noted that “absentee ballots have become one of the hot-button issues of the 2020 election. However, citizens who move to certain U.S. territories are treated unequally when it comes to being able to vote for president by absentee ballot.”

Under the federal Uniformed and Overseas Citizens Absentee Voting Act and state overseas voting laws, former state residents who are now residents of the Northern Mariana Islands or a foreign country are able to continue voting for president and voting representation in Congress by absentee ballot in their former state of residence. But the plaintiffs — each former residents of Hawaii — have lost full enjoyment of their right to vote by virtue of living in Guam or the U.S. Virgin Islands, the release states.

Plaintiffs in the case are represented by attorneys Pamela Colon, an attorney in the U.S. Virgin Islands who was a plaintiff in a similar lawsuit, Segovia v. United States; TJ Quan, who grew up on Guam and now practices law in Hawaii; Vanessa Williams, an attorney on Guam; and a team of pro bono attorneys based in Washington, D.C., several of whom were involved in the previous Segovia litigation, according to the news release.

“I am honored to represent the plaintiffs in this important case after having served as a plaintiff myself in Segovia v. United States,” said Colon. “So long as we are required to follow federal law, we should have a say in what that federal law is. No one should be denied the right to vote for President or voting representation in Congress because of their Zip Code.”

Neil Weare is president and Founder of Equally American, which has been trying to make it possible for residents of U.S. territories to be able to vote in presidential elections.

“In a roller coaster year where the President and Congress are making life-and-death decisions related to COVID-19 and other critical issues, it is unjust and absurd that U.S. citizens in the territories have no voice in these fundamental issues simply because of where they live,” he said. “Where you live shouldn’t cost you the right to vote.”

While residents of U.S. territories can’t vote, those who move to a state can.

“There is now a territorial diaspora of than 5 million Americans living in the states who have ties to the territories, whether through family or having actually lived in a territory,” according to the news release. “This territorial diaspora may prove key in determining who wins the 2020 presidential election, with the territorial diaspora in key states like Florida and Pennsylvania greatly exceeding the margin of victory from 2016.”

According to the statement, more than 750,000 U.S. citizens of voting age with ties to the territories live in Florida; 340,000 in Pennsylvania; 75,000 in North Carolina; 70,000 in Georgia; 40,000 in Wisconsin and 30,000 in Arizona and Michigan.”

Ravinder S. Nagi is Assistant Managing Attorney and Chair of the Labor and Employment Practice Group at BoltNagi PC, a full-service business law firm on St. Thomas, U.S. Virgin Islands.

As the calendar year swiftly comes to an end, it’s important for businesses to not just reflect on the year that was, but also start thinking about their financial goals for the coming year. Considering you will very soon begin the formal tax preparation process, having a good idea of your financial standing and goals is an important part of being able to take advantage of certain deductions and getting your taxes done as efficiently as possible.

With this in mind, here are a few year-end tax tips we have for business owners here in the U.S. Virgin Islands.

  • Review all financial reports: The first step you take should be to carefully analyze all financial reports you have to determine how your business performed financially this year. This information will help you set more feasible goals for the coming year and ensure all your books are currently in good standing. Have whoever does your bookkeeping or accounting run all relevant reports, and have a one-on-one meeting with them to go through these reports and analyze what they mean for your company.
  • Make purchases: If your business has any equipment or inventory needs, the end of the year is a good time to make those purchases because it will help you qualify for more business expense deductions on your taxes.
  • Income deferral: Keep in mind that any income you accrue up through December 31 will count toward income for this year. If you earn income now but are not paid for it until after January 1, that income will not count on this year’s taxes. Therefore, if you want to put off some of your tax liability, you can try to defer some payments until after the first of the year. Ask your accountant for advice about this and whether it makes sense given your business’s financial situation.
  • Make charitable contributions: Similar to how making purchases before the end of the year can give you more deduction options, so too can contributing to charity. The holiday season is a great time to make these contributions as it is, but it will also allow you to take advantage of some charitable contribution deductions on your taxes. You can donate just about any type of asset you have, not just money, and still claim a deduction based on the fair market value of what you donate.
  • Get ahead for next year: If there are some things that come up in your year-end financial analyses that you want to avoid or prepare yourself for next year, be sure to note those now and work early in the coming year on processes and strategies you can put in place to make next year’s tax preparation go that much smoother.

For more information about steps you should take before the end of the year to prepare for tax season, contact a team of corporate planning attorneys in the U.S. Virgin Islands.

Adam N. Marinelli is an Associate Attorney in the Corporate, Tax and Estate Planning Practice Group at BoltNagi PC, a full service business law firm serving the U.S. Virgin Islands.

 

Choosing the right broker to work with you on a commercial real estate deal is an important decision, one that will go a long way toward determining how smoothly your transaction will go. A professional commercial broker will help you navigate the process, cutting down on delays and expenses and helping you avoid some of the risks you might encounter if you were to attempt to go through the process on your own.

With as important of a decision as choosing a commercial real estate broker is, it is important you put the appropriate amount of time and effort into making it. With this in mind, here are some tips to help you choose a broker that best fits your needs and situation.

  • Create a list: Look around the area for commercial real estate brokers that you think are worth researching further. Only after you have a list of contenders are you able to compare their credentials against each other.
  • Look for experienced professionals: Ideally, you’re going to want to work with a broker who’s been in real estate for a while, but that they have significant experience in commercial real estate. There are quite a few brokers who occasionally move from residential to commercial to chase larger profits, but they might not have the same understanding of the details and differences of the commercial field that a person who has focused on commercial real estate for years does.
  • Determine your comfort level: Meet the broker and the broker’s staff, and gauge whether or not it feels like a group you’re comfortable working with. Are they friendly and easy to communicate with? It’s helpful to have a team that you feel like you’ll have a good working relationship with – that will make your transaction feel a lot easier.
  • Assess whether or not they’re equipped to help you: Does the broker have experience in the particular type of property you’re after? There are quite a few differences in commercial spaces. Consider how retail and office spaces differ, and all the extra factors you have to take into consideration for industrial spaces. Going along with that, does the broker have all the knowledge, information and tools necessary to give you the best service possible for your particular type of property? They should have excellent access to crucial analytical tools and market information if they’re going to get you the best results with your transaction.
  • Make sure they’re committed to your needs: You should always be sure you’re working with a broker who’s putting your needs ahead of anyone else’s, especially their own. If the broker has any sort of interest in a particular property you’re interested in, you cannot trust they are capable of putting your needs first. If the broker seems to dismiss your needs or keeps pushing you in a way you don’t want to go, you should also take that as a major red flag.

For more information about choosing an ideal commercial real estate broker for your situation, contact an experienced real estate attorney in the U.S. Virgin Islands.

Tom Bolt is Managing Attorney of BoltNagi PC, a full-service business law firm on St. Thomas U.S. Virgin Islands.

When you think about running your business, what role do you imagine a lawyer playing? A lawyer is much more than someone who can get you out of trouble (though he or she certainly can). An excellent lawyer can become a trusted member of your business team.

Let’s explore what you need to consider when hiring a business lawyer.

Find a lawyer familiar with your industry

A lawyer who has experience – or is willing to learn – about the unique characteristics of your industry will make him or her an even better advisor. For example if you have a real estate business, finding a lawyer with real estate experience will make both your jobs easier. You may not always find a lawyer with exactly the experience in your industry, but a lawyer who is willing to learn is a great start.

Determine what type of lawyer you need

A business lawyer can help you with company formation and related tasks like contracts and partnership formation. Depending on your business you may need a lawyer who specializes in a certain kind of law. If you need help with copyright, or are looking for legal support for taxes, you may need to hire lawyers who specialize in those areas. If you retain a general business counsel, he or she can recommend when to bring in a specialist as needed.

Choose a firm that fits your company

When looking for prospective lawyers, also consider the type and size of firm. If you have a small startup, a giant firm may not be the best fit. With so many clients, your company may get lost in the shuffle. If you’re regularly engaging in complex legal matters, a solo practitioner may not have the expertise you need. It’s important to research and interview firms to find the lawyer and firm who will best support your business.

Start your relationship early

For your lawyer to be a key part of your business, you need to build a relationship. Don’t wait until you’re being sued to find a lawyer. Lawyers can help you with many tasks related to your business, including company formation, writing contracts, product liability and more. Having a lawyer on your team as you perform business-related tasks will help you avoid legal fees in the long term.

Look for a transparent fee structure

Hiring a lawyer can be a large investment. You want to ensure your hard-earned dollars aren’t being wasted on unnecessary fees. Don’t be afraid to ask questions about the fee structure until you understand the cost. Agree on a structure that makes sense for the work you’ll need, whether that’s a flat fee for certain projects or an hourly rate.

Remember not all lawyers will be a good fit

As with any relationship, not everyone is a perfect match. If you already have a business lawyer but are unsatisfied with your working relationship, you have every right to look for a better fit. It’s your money and your business, and you need to make the decisions best for both.

For more information about how a business lawyer can help your company, contact a skilled business attorney in the U.S. Virgin Islands.

Tom Bolt is Managing Attorney of BoltNagi PC, a full-service business law firm on St. Thomas U.S. Virgin Islands.

Agriculture is a small but critically important industry in the U.S. Virgin Islands. Agriculture is only a small portion of the territory’s gross domestic product (GDP); roughly 97 percent of our food is imported from elsewhere. This leaves the territory vulnerable to food shortages in case of any global food crisis. The government wants to fix this.

The U.S. Virgin Islands offers many financial incentives for individuals engaged in agricultural activity. These incentives are designed to protect agriculture in the territory and boost profits for farmers and other agricultural workers and business owners. Through its Economic Development Authority, the U.S. Virgin Islands encourages agricultural businesses to start, grow or relocate to the territory. The island of St. Croix is the agricultural center of the territory.

Below are some of the benefits and tax exemptions offered to agricultural businesses.

Income taxes

If you engage in agricultural activity, you qualify for a subsidy of up to 90 percent of your income tax that was derived from agriculture. If you are not otherwise disqualified under any applicable law, you may elect to have your income tax liability reduced on a current basis in an amount equal to the subsidy benefit and in lieu of such subsidy payment.

Gross receipt taxes

Revenues from tariffs from agriculture are exempt from gross receipts taxes. Anyone engaged in agriculture is exempt from paying the Government of the Virgin Islands any gross receipt taxes on sales of products derived from the agricultural activities.

Real estate ad valorem taxes

A property owner can receive a tax credit of 95 percent of the property taxes levied by the Tax Assessor against the total area of real property, including structures and improvements, used actively and solely for agricultural or horticultural purposes. Even if you don’t own the land, your improvements would only be taxable at 5 percent of the real property taxes levied by the Tax Assessor against the structures and improvements.

Excise taxes and customs duties

Any agriculture building materials, supplies, equipment and implements brought into the Virgin Islands are exempt from excise taxes. Anyone engaged in agriculture does not have to pay the government for these items if they are used for agricultural operations.

Franchise taxes and license fees

Anyone engaged in agricultural activities is exempt from paying the government any franchise taxes and license fees directly related to and arising from agriculture operations. To enjoy this benefit, you are required to pay a $1 fee to the Department of Licensing and Consumer Affairs for the purpose of doing business in the territory.

For more information about how a tax benefits agricultural business enjoy in the U.S. Virgin Islands, contact an experienced attorney today.

Tom Bolt is Managing Attorney of BoltNagi PC, a full-service business law firm on St. Thomas U.S. Virgin Islands.

Most of the processes associated with starting a new business in the U.S. Virgin Islands are the same as those that would be used to start up a business in the continental United States. You must complete all the necessary startup steps in the proper order and be patient as the process progresses, but for the most part starting a business is fairly straightforward. In addition, there are plenty of resources to help you through this process, such as the Virgin Islands Small Business Development Center, which has locations on both St. Croix and St. Thomas to provide technical assistance, small business counseling and important training.

Here are some of the things you should know when looking to start a new business in the territory.

Location

You should have a location in mind for your business but hold off on purchasing the property or signing a lease until your business is officially licensed. You can get a letter of intent from a seller, or a copy of an unsigned lease, but the actual agreement should not go through until your business is licensed and registered.

Registration

You must register your business and its name with the Territory’s Office of the Lieutenant Governor. Fees for filing your articles of incorporation can be anywhere from $150 to $400, and the filing fee for registering a trade name is $25.

Licensing

You can work with a representative from the territory’s Department of Licensing and Consumer Affairs to determine the kinds of paperwork you’ll need to fill out and file for your business, as well as the inspections and approvals you’ll need to have on file for your license application to be approved. You’ll need, for example, to pass a background check and have a tax clearance letter, which requires you to also have a valid driver’s license or passport, plus a small filing fee. Your business location will also need to undergo fire inspection and may require zoning approval.

Professional licenses

Certain types of businesses need additional licenses and certifications before they can begin operation. These might include health inspection certificates or alcohol sales licenses. Other types of professional licenses are required for business in fields such as real estate, various trades, the beauty industry, architecture, accounting and more. Business license applications are available with the Department of Licensing and Consumer Affairs, and you may need to file separate license applications if you intend to conduct business on both St. Croix and St. Thomas. Some types of businesses require separate applications to start a business on St. John as well. License fees vary widely depending on the type of business, from $50 to $1,000 per year.

For more information and tips about starting a new business in the U.S. Virgin Islands, contact an experienced business attorney in the territory.

Tom Bolt is Managing Attorney of BoltNagi PC, a widely respected and well-established business and corporate law firm serving individuals and organizations throughout the U.S. Virgin Islands.

In the vast majority of personal injury cases, the determination of who was at fault in the incident comes down to determining who was negligent in the situation. The general standard used in these cases in most parts of the United States is that negligence is the failure to use a “reasonable” amount of care required for that particular situation.

To be able to prove someone was negligent, you must be able to identify that the person was both the actual and proximate (legal) cause of the injury. For that person to be found liable for negligence, the harm must have been foreseeable, though the extent of the harm is not limited in any way by what may or may not have been foreseeable.

Many legal advocates in the U.S. Virgin Islands maintain that the Virgin Islands Supreme Court should adopt this “reasonable” standard for foreseeability.

An overview of foreseeability

The scope of a person’s liability for an accident may be limited based on the foreseeability of the type and manner of harm, but not the extent of the harm done.

With regard to the “type of harm” stipulation, a person cannot be liable for a freak accident that could not have possibly been reasonably foreseeable. A person could, though, be held liable for a situation like not cleaning up broken glass or other such debris, as it could result in someone else being injured if they step on it. That is a reasonably foreseeable circumstance the person who failed to clean up the glass should have considered.

In addition, a person who injured another person cannot be held liable for a superseding cause, if it was not reasonably foreseeable. In such a case, this superseding act breaks the “causal chain” that exists between the initial act of negligence and the injury that occurred, which means the person who was negligent still does not have liability for the accident.

Finally, the foreseeability of the extent of harm does not limit the scope of a person’s potential liability for n accident. It doesn’t matter if the injury is major or minor—if the type of harm and the manner in which that harm occurred are both reasonably foreseeable, it doesn’t matter if the extent of the harm was foreseeable.

These standards of reasonable foreseeability are sensible to have in personal injury claims. They protect defendants from potentially frivolous claims, and provide clear, consistent standards to guide every type of claim involving any sort of negligence. It only makes sense that the U.S. Virgin Islands adopt these standards.

A. Jennings Stone is a senior attorney in the litigation practice group at the law firm of BoltNagi PC. BoltNagi PC is a full-service business law firm in St. Thomas, Virgin Islands.

When you’ve signed an agreement with another party, one issue you may find yourself dealing with is an “anticipatory” breach of contract, which often means taking action before an actual breach has occurred.

For a little context, a contract could be considered breached or broken if either party unconditionally refuses to perform under the contract as promised. This unconditional refusal is referred to as a “repudiation” of the contract.

Whenever a party indicates through actions or words that it will not live up to its contractual obligations, the other may file a breach of contract claim and seek remedies, typically in the form of monetary payment. This is referred to as “anticipatory breach of contract,” a situation in which the party might not have actually breached the contract yet, but there is reason to believe it will not live up to its end of the deal.

The following are a few of the most common situations in which repudiation may occur:

Express repudiation: Express repudiation is a circumstance in which one party clearly communicates an unconditional refusal to the other party. The repudiating party must outright state that it will not follow through with the deal. An ambiguous refusal—or one qualified with certain conditions—is not enough to be considered express repudiation. It must be completely clear, direct and straightforward, with no other potential meaning.

Actions make it impossible for the party to perform: Actions can sometimes be just as powerful as words when it comes to repudiation. If, for example, someone wanted to start a business and took out loans to do so, but then recklessly ran the business into the ground and incurred numerous other debts in the process, it would be impossible for that person to pay back those original loans. Although this isn’t considered express repudiation, it is clear to the lender, through the actions of the borrower, that the borrower will not live up to his/her contractual agreement because of voluntary actions.

Property that is the subject of the deal was transferred to another party: If the contract in question was in regard to the sale of a certain piece of property, repudiation would occur if one party either transfers or makes a deal to transfer that same property to a different party. For example, if you were under contract to purchase a house, but then discovered the seller sold it to someone else, your contract was repudiated and you may be able to seek legal remedies.

It is, in some circumstances, possible for a party to repudiate the contract, but then retract that repudiation. If the other party did not make a “material change” in his or her standing due to that repudiation, the agreement may return to normal.

Consult an experienced business attorney to learn more about this issue and others related to business contracts.

Adam N. Marinelli is an attorney in the Civil Litigation Practice Group at BoltNagi PC, a full-service business law firm on St. Thomas, U.S. Virgin Islands.

 

If your business is involved in a contract dispute with another party you believe did not live up to its contractual obligations, the first step to resolving the dispute is to provide a notice of breach. This notice will explain why you believe a breach exists and provides a list of actions that must be taken to resolve the issue or end the contract.

Here’s an overview of how to draft a notice of breach and the steps you can take following its delivery to resolve the situation.

  • Include the date: The notice should create a clear record as to the date on which the breaching party was informed of the breach. If your dispute goes to court, this date is important evidence.
  • Analyze the notice clause: Many business contracts contain notice clauses, which include contact information for each party to be used for communication of official notices. Failure to follow procedures laid out in this clause for delivery of official notices, such as a notice of breach, could affect your rights as the case proceeds.
  • Thoroughly describe the breach: The notice should include information about which aspect of the contract was breached. One of three things must have happened for the situation to contact a contract breach: a) the other party failed to perform according to the terms of the contract, b) the other party said it will not continue to perform its obligations in the future, or c) the other party conducted itself in a way that made it impossible for your business to live up to its end of the contract. Be thorough in describing which part of the contract was breached and how.
  • Note if it is a material breach: A material breach is an action by a party that essentially destroys the contract’s value and purpose. These are much more serious types of breaches that typically have larger penalties and stricter consequences associated with them.
  • Offer a solution: It might be too late to actually fix the problem, but your notice of breach can still include a possible “cure” to the damages that have been caused already.
  • Try to work out a deal: Either before or while you send a notice of breach, you should talk to the other party to attempt to work out a solution that will keep you out of the courtroom. You can formally end the contract, but this will require a separate agreement terminating the contract and should involve your attorneys.
  • Head to court: If you are unable to work out a deal with the other party or the other party refuses to comply with the solutions suggested in your notice of breach, litigation will likely be necessary. Your attorney can advise you with regard to how best to proceed according to the circumstances of your case.

For more information about the steps you should take if your business has been the victim of a contract breach, contact a skilled U.S. Virgin Islands business planning attorney.

Adam N. Marinelli is an attorney in the Civil Litigation Practice Group at BoltNagi PC, a full-service business law firm on St. Thomas, U.S. Virgin Islands.