Francisca Felice Manchac's Legal Cases (7)

Business

International Business Structuring & Medical Clinic Development

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OUTCOME: Successfully structured and documented

Served as strategic outside counsel to a growing medical services organization through a period of rapid international expansion, ultimately supporting operations employing more than 500 people across ... two countries. The client's business had outgrown its original single-entity structure. Management functions, referral relationships, and clinical operations were all running through one company, which created unnecessary risk exposure and made international growth difficult to execute cleanly. My role was to design and document a structure that separated those functions appropriately. Work on the matter included: Entity structuring. Designing and forming separate management and referral entities, with careful attention to how each function should be isolated, how the entities would contract with one another, and how the overall structure would support continued growth across borders. Cross-border business development. Advising on the legal considerations of operating in more than one country, including how the U.S. structure would interface with foreign operations and coordination with local counsel in each jurisdiction on matters governed by local law. Employment documentation at scale. Drafting and standardizing employment agreements, independent contractor agreements, and confidentiality and non-solicitation provisions for a workforce of over 500 across two countries. NDAs and information protection. Building a confidentiality framework covering employees, contractors, referral partners, and vendors. Client-facing documentation in a regulated industry. Drafting client waivers, consents, and intake documentation appropriate to a medical services setting. Development of a high-end clinic. Serving as counsel through the buildout of a premium clinical facility, including the contracts and documentation the project required. This matter reflects the kind of work I most enjoy: sitting alongside ownership as a business grows, thinking about structure before problems arise rather than after, and producing documents that hold up as the organization scales. Prior results do not guarantee a similar outcome in any other matter. Details have been generalized to protect client confidentiality.

Estate planning

Layered estate plan and asset protection structure for a family with high-risk international business exposure

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OUTCOME: Plan completed, funded, and implemented

Represented a married couple in the design and implementation of a complex estate plan and asset protection structure. One spouse conducted business in international markets carrying elevated personal ... security risk. The planning objective was unusual: reduce the family's public financial visibility, so that the family's wealth would not make them a target while the spouse traveled and worked abroad. Most estate planning assumes the client's central concerns are probate, taxes, and who inherits what. Those mattered here, but they were secondary. The driving question was how to hold assets so that a person researching the family from the outside would find as little as possible — while still leaving the couple with full practical use of their property and a plan their children could actually administer. The engagement included: Privacy-oriented ownership structuring. Restructuring how the family's property and business interests were held so that public records revealed as little about family wealth as the law allows. Trust design. Building a layered trust structure to hold assets, with attention to who could see what, who held authority, and how the structure would operate if one spouse became unreachable. Business and personal separation. Insulating the family's domestic assets from the liabilities of the international operating business, so that a problem abroad did not reach the home. Contingency and incapacity planning. Powers of attorney, successor authority, and decision-making provisions designed for scenarios where the traveling spouse could not be reached quickly — the practical problem behind the family's concern. Full funding. Preparing and recording deeds, retitling accounts, and updating beneficiary designations so the structure actually held the assets it was designed to hold. Coordination across advisors. Working alongside the family's other professional advisors so that the legal structure, the financial picture, and the family's security planning aligned rather than working at cross purposes. The result was a plan that let the family continue an international business life with a clear structure behind them, an administration path their children could follow, and materially less about their finances visible to anyone looking. Prior results do not guarantee a similar outcome in any other matter. Details have been generalized to protect client confidentiality.

Real estate

Emergency title curative work saved a high-value land closing days from termination

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OUTCOME: Title cleared and transaction closed on schedule

Brought in on short notice to save a high-value land transaction that was days from falling apart. Title work on a large tract had turned up a problem that neither party anticipated: the record did ... not establish clear ownership of the entire property. Undetermined interests appeared in the chain of title, meaning the seller could not deliver what the contract required and the title company would not insure the transaction. The buyer's financing and the closing date were both fixed. Without a resolution, the deal was going to terminate. My work on the matter included: Rapid title examination. Reviewing the title commitment and the underlying chain of title to identify precisely where ownership broke down and what would be required to fix it. Identifying the outstanding interests. Tracing the record to determine who held the unresolved interests in the property and what each of them needed to sign. Curative documentation. Preparing and obtaining the deeds, affidavits, and supporting instruments needed to resolve the defects and place ownership where the contract required it. Working the title company. Coordinating directly with the title underwriter on what it would take to insure — because the practical question is never just what the law requires, it is what the underwriter will accept and how quickly. Holding the closing date. Managing the sequence and timing so the curative work was completed, recorded, and accepted in time for the scheduled closing rather than pushing it. The transaction closed on time, on the original terms, with insurable title. Large tracts of land are where these problems live. Decades of family transfers, informal conveyances, unprobated estates, and heirs who were never accounted for can leave a chain of title that looks fine until someone examines it closely — usually two weeks before closing. Finding it early is better. Finding it late is survivable. Prior results do not guarantee a similar outcome in any other matter. Details have been generalized to protect client confidentiality. Version 2 — Condensed (~160 words) Practice area: Real Estate Case title: Cleared title on a large tract days before closing and kept a high-value land deal on schedule Outcome: Title cleared and transaction closed on schedule Brought in on short notice to save a high-value land transaction that was about to terminate. Title examination on a large tract revealed that ownership of the full property was not established of record — undetermined interests in the chain meant the seller could not convey what the contract required, and the title company would not insure. Financing and the closing date were both fixed. I traced the chain of title to identify the outstanding interests, determined what each holder needed to sign, prepared the curative deeds and affidavits, and worked directly with the title underwriter on what it would accept and how fast. The curative work was completed and recorded in time. The transaction closed on the original date and original terms, with insurable title. Prior results do not guarantee a similar outcome. Details generalized to protect client confidentiality.

Real estate

Negotiated settlement for a tenant displaced by an uninhabitable rental home

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OUTCOME: Favorable settlement reached without litigation

Represented a residential tenant whose leased home became uninhabitable as a result of conditions the landlord failed to address. The client was displaced from the home, still obligated under a lease, ... and facing costs no one had budgeted for. Cases like this rarely turn on whether the tenant is right. They turn on leverage and time. Litigation over a residential lease is slow and expensive relative to what is at stake, and a displaced tenant usually needs a resolution in weeks, not the following year. My work on the matter included: Documenting the conditions and the landlord's notice. Building a clear record of the condition of the property, what the landlord knew, when the landlord knew it, and what was and was not done in response. Assessing the client's position under the lease and applicable law. Identifying the client's rights and obligations, the landlord's duties, and the realistic range of outcomes — including what a court could and could not order. Direct negotiation with the landlord. Presenting the client's position and the documentation supporting it, and negotiating toward a resolution. Structuring a settlement covering more than money. Resolving the lease obligation itself alongside the client's financial losses, and building in mutual release so the matter closed completely rather than leaving exposure open. The matter resolved by negotiated settlement on terms the client was satisfied with, without the delay, cost, and uncertainty of litigation. A meaningful part of the value came from terms a court has no authority to order — release from the remaining lease obligation, and a full mutual release closing the matter for good. Negotiation can reach places a judgment cannot. I hold a mediation certification, and this matter reflects how I prefer to approach disputes where it serves the client: resolve the whole problem, quickly, rather than win a piece of it slowly. Prior results do not guarantee a similar outcome in any other matter. Every matter depends on its own facts. Details have been generalized to protect client confidentiality. Version 2 — Condensed (~150 words) Practice area: Landlord / Tenant Case title: Negotiated settlement for a tenant displaced by an uninhabitable rental home Outcome: Favorable settlement reached without litigation Represented a residential tenant whose leased home became uninhabitable due to conditions the landlord failed to address, leaving the client displaced and still obligated under the lease. I built the record of the property's condition and the landlord's notice, assessed the client's position against realistic outcomes, and negotiated directly with the landlord toward a resolution. The settlement addressed the client's financial losses and also released the client from the remaining lease obligation, with a full mutual release closing the matter. The client got a complete resolution in a fraction of the time litigation would have required — and a meaningful part of the value came from terms a court has no authority to order in the first place. Prior results do not guarantee a similar outcome. Details generalized to protect client confidentiality.

Estate planning

Multi-state trust plan for a blended family with a large estate and intentional disinheritance

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OUTCOME: Plan completed, funded, and implemented

Designed and implemented a complex trust-based estate plan for a client with a substantial estate, a blended family, and beneficiaries the client intentionally chose to exclude. The family structure ... drove everything. There were children from a prior relationship, children from the current marriage, and a spouse — three sets of interests that do not naturally align. Provide generously for the surviving spouse and the children from the first marriage may receive nothing until decades later, if ever. Provide immediately for the first family and the surviving spouse may be left short. The client also made the deliberate decision to exclude certain individuals entirely, which meant the plan had to be built to withstand a challenge from people who would be motivated to bring one. The assets added their own complexity: an extensive stock portfolio, interests in multiple operating businesses, and real property located in seven states. The engagement included: Trust architecture for competing interests. Structuring separate shares and trust provisions so the surviving spouse was provided for during life while the children from the prior relationship retained a protected interest that could not be redirected later. Blended-family planning fails most often at exactly this point. Planning for intentional disinheritance. Drafting to make the client's intent unmistakable and documenting the process supporting it, with attention to contest risk and the limits of no-contest provisions under applicable state law. Business interests. Coordinating the estate plan with the governing documents of the operating companies, so that transfer restrictions, buy-sell provisions, and succession terms worked with the trust instead of contradicting it. Real property in seven states. Preparing and recording the deeds to move each property into trust — avoiding ancillary probate in every state where the client held land, with attention to the differing requirements of each. Funding the portfolio. Retitling investment accounts and updating beneficiary designations, so that assets did not pass outside the plan and undo the structure. Coordination with the family's other advisors. Aligning the legal structure with the client's tax and financial planning. The result was a single coordinated plan across seven states, providing for two families on terms the client chose, structured to hold up under scrutiny. Prior results do not guarantee a similar outcome in any other matter. Details have been generalized to protect client confidentiality.

Family

Decree review and cohabitation agreement for a client entering a new relationship after divorce

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OUTCOME: Agreement completed; client's obligations and assets protected

Represented a client with significant privacy concerns who was entering a new relationship following a divorce, and who wanted to understand his existing obligations before anyone moved in. Most peo ... ple in this position assume the divorce is finished business. Often it is not. A decree can contain provisions that are triggered by exactly what the client is about to do — and cohabitation is one of the most common triggers there is. The engagement had two parts. Reviewing the existing decree. I read the decree closely against what the client was planning, identifying continuing obligations, provisions affected by a change in living arrangements, property division terms still in progress, and any confidentiality or non-disclosure provisions the client remained bound by. Spousal maintenance in particular is frequently subject to termination or modification on cohabitation, and a client who learns this after the fact learns it expensively. Drafting a cohabitation agreement. I prepared an agreement addressing what the couple each brought into the relationship and what would happen to it, how shared expenses and jointly acquired property would be treated, what happens to the residence if the relationship ends, and the disposition of items acquired together. For a Texas client, one provision matters more than any other: Texas recognizes informal marriage. A couple who live together, agree to be married, and hold themselves out as married can become legally married without a license or ceremony — with all the property consequences that follow. A properly drafted cohabitation agreement states clearly that the parties do not intend to be married and are not holding themselves out as such. Arizona does not recognize common law marriage, so a client moving between the two states needs to understand that the analysis changes at the state line. The engagement also addressed the client's privacy directly, structuring the documentation to keep personal and financial information out of public view. The client entered the new relationship knowing exactly where he stood. Prior results do not guarantee a similar outcome in any other matter. Details have been generalized to protect client confidentiality.

Family

Premarital agreement protecting intellectual property, brand, and royalty income for a content creator

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OUTCOME: Agreement executed; separate property and income streams characterized by agreement

Represented a digital content creator with substantial intellectual property holdings and ongoing royalty income in the negotiation and drafting of a premarital agreement in advance of marriage. Thi ... s is a harder problem than it looks, and the reason is a rule most people have never heard of. In Texas, property you own before marriage stays separate — but the income that property generates during the marriage is community property. A creator can walk into a marriage owning a catalog outright and still find that every dollar it earns while married belongs to both spouses. Arizona takes the opposite approach: under A.R.S. § 25-213, the rents, issues, and profits of separate property remain separate. Same facts, different state, opposite result. For a client whose entire livelihood is income generated by assets created years earlier, that distinction is the whole ballgame. The engagement addressed: Characterizing existing intellectual property. Identifying and documenting the client's pre-marital IP including copyrights in existing content, trademarks, the brand and persona itself, channel and account assets, and the entities holding them, so ownership was established of record rather than argued about later. Royalty and revenue streams. Addressing by agreement how income from pre-marital IP would be treated during the marriage, rather than leaving it to the state's default rule. Works created during the marriage. Setting the treatment of new content, new IP, and the growth of the brand going forward which is the piece creators most often overlook, because their catalog keeps growing. Reimbursement and enhancement claims. Addressing claims arising when marital effort increases the value of a separate-property business, an issue that surfaces predictably when a creator's brand is inseparable from their own daily work. Business and entity coordination. Aligning the agreement with the operating agreements of the entities holding the IP, so the two documents did not conflict. Privacy provisions. Confidentiality terms appropriate to a client whose personal life carries a public dimension. Enforceability. Handling the financial disclosure and waiver requirements that determine whether an agreement survives a challenge, and encouraging independent counsel on the other side which protects the agreement as much as it protects the fiancé. The couple married with the ownership and income questions settled in writing, on terms both understood. Prior results do not guarantee a similar outcome in any other matter. Details have been generalized to protect client confidentiality.

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