Walter Haverfield Attorney

Kirk W. Roessler

  • Partner
  • Cleveland Direct: 216.928.2905
  • Cleveland Fax: 216.916.2402

Overview

Kirk is a partner whose broad practice encompasses areas within Walter | Haverfield’s Corporate Transactions and Litigation Services groups. He represents banks, equipment lessors and other commercial lending institutions in connection with originations and workouts. His experience with credit originations includes construction lending, asset-based lending and SBA lending. His experience with commercial workouts includes real-estate financing, C&I financing, floor-plan financing and equipment leasing.

Commercial loan workouts generally have two aspects - litigation and transactional - and Kirk is skilled in both. He can negotiate and draft documents necessary to implement a forbearance or restructuring, including forbearance agreements, loan modification agreements, loan sale agreements, and the ancillary promissory notes, guaranties, mortgages, security agreements and related documents. He also can prepare pleadings and prosecute enforcement actions when workouts prove impracticable, including replevins, foreclosures, motions for relief from the bankruptcy stay, adversary proceedings, fraudulent conveyance claims and other enforcement actions. He has successfully litigated cases for his creditor clients before various state and federal courts, including the United States Court of Appeals for the Sixth Circuit, the Ohio Supreme Court, the United States Bankruptcy Court and various Courts of Common Pleas. Kirk’s ability to both prepare restructuring documents and litigate enforcement actions provides continuity and efficiency to our clients by eliminating the need to move files among practice groups and bring additional attorneys up to speed.

Kirk’s experience representing commercial lenders also proves valuable to our business clients obtaining financing or seeking to restructure a problematic loan. He has assisted several small and medium-sized businesses with exiting troubled creditor relationships while avoiding bankruptcy or dissolution. He also represents receivers appointed to take control of either income-producing real estate or operating businesses. He not only helps receivers comply with local rules and reporting requirements, but also assists them with selling receivership assets.

Kirk began his legal career in the real estate practice group of a large international law firm representing clients in a wide array of real estate transactions, including acquisitions, dispositions and leasing. Over the years, he has expanded his transactional practice to include a variety of corporate transactions, including entity formation and private offerings; corporate acquisitions, dispositions, and mergers; financing and financial restructuring; contract negotiation and drafting; business succession; and business governance. He has experience in transactions involving hotels, restaurants, publishing companies, radio stations and various manufacturing businesses.

Experience

Creditors' Rights
  • Represents commercial lenders in connection with workouts of both commercial real-estate and commercial/industrial loans, including negotiation and drafting of forbearance agreements, loan modification agreements and all related documentation.
  • Represents commercial lenders and leasing companies in connection with enforcement and collection of loan and lease obligations, including prosecuting foreclosure and replevin actions, enforcing promissory note and guaranty obligations, and executing upon money judgments.
  • Represents businesses in connection with collection of delinquent accounts receivable, including obtaining pre-judgment attachment liens on assets of delinquent account debtors.
  • Represented lender in successful workout and restructuring of upscale residential condominium development associated with mixed-use retail/office/residential project.
  • Represented secured lender in secured-party sale, on a going-concern basis, of plastics recycling business.
  • Represented secured lender in successful turnaround of failed residential development project through a series of deed-in-lieu and option transactions with national home builder.
  • Represented lender in transfer of money judgment to United Kingdom and institution of bankruptcy proceedings against ex-patriot guarantor.
  • Represented lender in appointment of receiver for hotel property and subsequent management and receiver sale of property.
  • Represented large unsecured creditor in hostile takeover of closely-held borrower corporation and subsequent asset sale resulting in payment of nearly 100 percent of creditor’s unsecured obligation.
  • Represented secured creditor in successful prosecution of adversary complaint for conversion of lender’s collateral in guarantor’s bankruptcy case.
  • Represented publishing company in successful workout of troubled loan through a series of asset sales and loan modification agreements.
  • Represented manufacturing company in successful workout of troubled loans through business divestitures and series of forbearance agreements resulting in full payment of loans.
  • Represented staffing company in obtaining pre-judgment attachment lien against account debtor planning to sell its business assets and forego payment of its unsecured claims.
Creditors' Rights Litigation
  • Represented lender in successful priority claim dispute with mechanic’s lien claimant who claimed an independent right of action against lender stemming from lender’s bonding over of mechanic’s lien and subsequent short sale in which mechanic’s lien claimant received no proceeds of sale.
  • Represented lender in successful defense of landlord’s claim for rent and storage fees for collateral that remained in debtor’s premises during pendency of Chapter 11 bankruptcy case and successful assertion of secured lender’s prior lien claim over landlord’s statutory lien claim.
  • Represented lender in Article 5 letter of credit dispute resulting in favorable ruling from the Ohio Supreme Court that Uniform Customs and Practice for Documentary Credits did not require bank to obtain consent of party providing security to renew letter of credit.
  • Represented lender in successful appeal of summary judgment granted in favor of escrow agent who lender claimed converted proceeds of collateral by disbursing proceeds of sale without lender’s consent or authority.
  • Represented lender in successful defense of cognovit judgment and determination that cognovit judgment is final appeal order upon which execution may issue, notwithstanding inclusion of an unliquidated award for attorneys’ fees.
  • Represented former owner of closely-held business in defense of claims for violation of covenants not to compete and misappropriation of confidential information.
  • Represented owner of closely-held business in defense of breach of fiduciary duty and breach of contract claims stemming from his acquisition of a majority of the issued and outstanding shares of stock.
Bankruptcy
  • Represents secured lenders in filing motions for relief from stay and abandonment of collateral.
  • Represents secured lenders in objecting to confirmation of Chapter 11 and Chapter 13 plans and negotiation of confirmed plans.
  • Represents manufacturers and service providers in defense of trustee’s preference claims and avoidance actions.
  • Represented lender in successful defense of landlord’s claim for rent and storage fees for collateral that remained in debtor’s premises during pendency of Chapter 11 bankruptcy case and successful assertion of secured lender’s prior lien claim over landlord’s statutory lien claim.
  • Represented lender in successful objection to Chapter 13 Plan of principal shareholder of corporate borrower who claimed to own the collateral pledged by corporation.
  • Represented lender throughout Section 363 sale of debtor’s business and lender’s collateral.
Financial Services
  • Represented regional lender in connection with various SBA 504 loans and related credit facilities to local manufacturers, including term loans, revolving credit facilities and bridge loans.
  • Represented regional lender in updating its form residential construction loan documentation and providing general representation when issues arise with respect to funding residential construction loans, including dealing with mechanic’s liens and disputes between borrowers and contractors.
  • Represented regional lender in connection with multi-loan facility to finance construction of veterinarian hospitals, including construction loan, equipment line of credit and term loan.
  • Represented international lender in connection with construction loan for golf course resort development.
  • Represented regional lender in connection with guidance line of credit for acquisition and development of retail strip centers.
Real Estate
  • Represents purchasers and sellers of all types of commercial real estate.
  • Represents landlords in negotiation, preparation and enforcement of retail and commercial leases.
  • Represents lenders in real-estate workouts and foreclosures, including receiver sales, deed-in-lieu transactions and loan sales.
  • Represented international hotel and resort developer in acquisition of two landmark downtown Cleveland hotels.
  • Represented large HMO in negotiation of leases for its various health care facilities.
  • Represented real estate developer in acquisition of land through purchase and option rights and site development for long-term care facility.
  • Represented owner of mobile home park in disposition of park and related sale of mobile homes.
Mergers and Acquisitions
  • Represented hotel and resort developer in international joint venture, including formation of limited liability company and negotiation and drafting of limited liability agreement.
  • Represented owners of plating company in sale of all of the issued and outstanding shares of capital stock to venture capital group, with a retained interest in the new ownership group.
  • Represented owner of tool and die company in sale of all of the issued and outstanding shares of capital stock to strategic buyer.
  • Represented seller of manufacturing business in divestitures of non-essential business divisions.
  • Represented seller in sale of radio station, including transfer of FCC licenses and leasing of antenna tower retained by seller.
  • Represented purchaser of restaurant business, including acquisition of liquor license and real estate upon which business is situated.
  • Represented packaging company in connection with private offering and merger of operating company into investment company.
  • Represented unsecured creditor in hostile takeover of closely-held corporation and subsequent sale of business assets.
Closely Held Businesses
  • Represented shareholder in dispute with minority shareholder asserting claims for breach of fiduciary duty arising from acquisition of controlling shareholder interest from other shareholders.
  • Represent several closely-held businesses as outside general counsel, providing advice with respect to corporate and company governance, contract negotiation, drafting, enforcement, inter-company transactions and management issues, employment issues, accounts receivable collection and threatened litigation.
Emerging Companies
  • Represented international hotel and resort developer in connection with joint venture to acquire and develop real estate properties in the United States.
  • Represented packaging company in connection with private placement offering.
  • Represent multiple start-up businesses in connection with entity formation, drafting of organizational documents, including limited liability company operating agreements, articles of incorporation, codes of regulation, close corporation agreements, shareholder agreements and partnership agreements.
  • Represented borrower in commercial mortgaged back securitized loan and separate syndicated loan to finance acquisition and renovation of hotel and resort properties.

Recognition

AV rated by Martindale Hubbell

Articles

Presentations

Associations

  • Cleveland Metropolitan Bar Association
  • Greater Cleveland Mortgage Bankers Association
  • NAIOP Commercial Real Estate Development Association
  • Ohio State Bar Association
  • Turnaround Management Association

Podcasts

Submit comments or questions