Laura D. Polanco Coste

Master’s Degree in Business Law and Economic Legislation at the Pontificia Universidad Católica Madre y Maestra, in the year 2000.

Law Degree from the Pedro Henríquez Ureña National University, Magna Cum Laude honor, in 1999.

Legal Due Diligence

With experience in the entire negotiation process, due diligence and contracts for the acquisition of tourist properties, within projects, such as the Casa de Campo tourist complex in the province of La Romana, with transactions valued at sales prices ranging from the sum of US$540,000.00; For these processes, we focus on providing payments in reasonable terms to guarantee balances of first-rank conventional mortgages previously registered in favor of an international financial institution based in our country by the seller, and with it, the delivery and management of the documents that would achieve the final radiation of this on the negotiated dates and at the time of the balance of the price the delivery of the property and signing of the final Contract; assisting in the entire process of payment of the transfer tax and deposit of the documents that achieved its registration and cancellation of the mortgage until obtaining the Certificate of Title and with it, assistance in obtaining the certification of legal status of the property without charges enrolled. In addition, we assist in the whole claim process when there are uncertainties of the Condominium owners, with damages and risks susceptible to greater problems among their residents, assistance in the review of the Condominium, Agreements and Regulations regarding the required architecture regulations and In the case of the exterior areas of the condominium, it was achieved that it assume the costs of said repairs.

Real estate

As a result of the purchase of a property with an area of 2,481.51 square meters, within the Punta Cana tourism project, initially acquired through a Sales Contract of the year 2016, for a purchase price of US$685,000.00, we provided legal assistance to the client, to achieve the transfer, given that it was pending its registration; We advised on the subscription of the Addendum to the previous Contract, with the exception that the transfer tax that had to be paid amounted to the sum of US$65,000.00, managing to complete the process to take advantage of the recently created Law on transfer and patrimonial revaluation before the Directorate General of Internal Taxes (DGII), to achieve an amnesty of surcharges and interests and amounts penalized for not registering the sale on its date, achieving in favor of the client a considerable reduction of the transfer tax in the amount of US$14,000.00. Follow-up of the due diligence of the documents that had to be provided by the seller and we submitted together with the Contract and its Addendum for its transfer and registration before the DGII, to initiate the due diligence procedures for the immediate sale of the property in favor of a new buyer and negotiated for the purchase price of US$660,000.00, the signed letter of intent being reviewed and modified in accordance with the deadlines that would allow the revaluation process of the property described above to be exhausted before the DGII, obtaining the no-objection permits to this sale to Punta Cana Group and up-to-date maintenance, among others; with the drafting of the receipts of disclaimers both against the initial seller and against the current buyer and due diligence of the documents of the buyer company until the signing of the Definitive Contract and balance of the price in favor of the client.

Legal advice

We assist our clients in the entire negotiation phase, advice, due diligence of documents, including measurement research through cartographic study of plans and Title with the assistance of a surveyor, review and analysis of certifications and real estate authorizations before the real estate jurisdiction, review and verification of the fiscal and tax situation of the properties before the DGII and preparation of the Property Purchase and Sale Promise Contract with an area of 3,008.68 square meters, located in the Gazcue sector, for a sale price of the sum three million dollars, for the development of a real estate project for the construction of an 11-story student residence, apartment-suite or condo-hotel style, with underground parking spaces and more than 300 rooms to house some 400 students; which will include several amenities such as a dining room, cafeteria, gym-fitness, laundry, swimming pool and rooftop or chill-out on the roof, meeting rooms, study room, cinema and conference room, in accordance with current regulations and laws in the Dominican Republic; We assist in the preparation of the payment plan with the delivery of documents that achieve the balance of the conventional mortgage in the first rank before the Banco de Reservas; solution of the tax privilege registered in favor of the DGII, registration in favor of the client of a first rank mortgage for the sum of US$400,000.00, with the preparation of the Mortgage Contract and obtaining the creditor registration certification, together with the bank mortgage cancellation; Likewise, the balance of the tax debt was foreseen with the subscription of the pertinent addendums for the increase of the mortgage with the amount to be paid before the DGII, applying the current tax exemptions to reduce said debt; and accompaniment of the client for the evaluation and recommendations regarding the development of this project through a real estate Trust currently in process until the proceedings are completed and the Definitive Contract is signed.

Contractual

We assist the client in the due diligence of documents, Offer Letter and Contracts regarding the acquisition by lease with the option to buy a commercial premises for the installation of the business under the franchise of a Dominican company whose parent company is of French origin, such as commercial establishment that sells general food, hygiene, cleaning and other related products; providing as the purchase price of the business the sum of more than three hundred thousand dollars, establishing the intangible and tangible assets that are the object of the business and its conditions and terms; including the information identified and quantified of the existing potential contingencies vis-à-vis the previous tenant and business owner, with the collection, review and due diligence of the existing debts vis-à-vis suppliers, employees, of a tax nature and others, with the preparation and signing of the Sale Contract of the movable assets of the business vis-à-vis the previous lessee, including assistance in the preparation of the acknowledgments of non-compliance and granting of guarantee; as well as, the elaboration and assistance until its signing of the Termination Agreement of the Rental Contract of the commercial premises in front of the owner of the property and its previous tenant and with it, the assistance and signing of the Leasing Agreement with the option to purchase the aforementioned premises with the owner and the current lessee for the business described above with a duration of ten years and the other agreed conditions, establishing the sum of approximately three hundred and fifty thousand dollars as the price of the purchase option. Accompaniment and advice regarding the method of payment of the lease price and the opposition to payment that was notified by the owner of the property so that they did not complete the payments negotiated for the sale of the assets and business owned by the previous tenant, before the lack of payment of previous rents against the owner, for which process we assist in the amicable solution of the case until the balance of the debt by said tenant and the regularization of rents by our client.

Civil Liability

As a result of medical negligence and malpractice committed by a medical professional in one of the most important medical centers in the country, whose outpatient procedure and lack of medical follow-up caused the death of a young athlete, a sentence was obtained favorable in the first degree in matters of civil liability and a large sentence that is rarely granted by judges in our country, a process that with the correct use of the investigative measures achieved around important testimonial information, given the impossibility and refusal of doctors to issue an impartial expert opinion; However, the Civil Court revoked the previous decision with a new decision that was obviously biased in favor of the medical center, which we were able to demonstrate before the Supreme Court of Justice, which upheld the Judgment, sending the matter to a new second level court, where they were accepted our means of defense when verifying the negligent behavior of the medical personnel and the proposed principal relationship between the clinic and the doctor and the assistance personnel, evidencing the retention of pure quasi-criminal responsibility, being achieved the proof of gross error due to the lack of comprehensive patient care as provided by our General Health Law, among other legal provisions. Likewise, we achieved that the moral damages that result in the suffering that cause pain to the victim were evaluated fairly and with this, we obtained a profit when our original Demand was accepted, currently awaiting the new appeal filed by the succumbing parties before the Supreme Court of Justice.

Competence

Faced with summons and warnings by a service provider of recognized beer brands worldwide, our client was denounced, as a commercial establishment that distributes said beverages, claiming unfair competition and anticompetitive practices against him before the National Commission for the Defense of Competition (Procompetencia), including in its notifications to the General Directorate of Customs and the Central Bank of the Dominican Republic; company that also sued in reparation of alleged damages; however, we were able to provide the evidence that warned that in Procompetencia’s investigation procedure the inadmissibility of its arguments, obtaining the Resolution that rejected the alleged complaint for unfair competition and with it, the inadmissibility of the civil lawsuit was required in application of the Law on the defense of competition, which provides that it is not possible to demand compensation for damages that may have suffered as a result of prohibited practices, until after the final resolution of the Board of Directors of the National Defense Commission of the Competition has been issued; Therefore, this lawsuit was dismissed until the Administrative Litigation appeal initiated before the Superior Administrative Court was decided, which with the contribution of the evidence that demonstrated that it was not possible to impute to our client the commission of any act of unfair competition, according to the statements of the parties, emails and evidence obtained, the Procompetencia Resolution was confirmed, administrative proceedings currently pending before the Supreme Court of Justice.

Dispute resolution

Assistance to our client, as defendant in civil liability for a family of Dutch nationality that represented a young couple who stayed at the Hotel owned by our client, to celebrate their honeymoon and who allegedly got intoxicated on an excursion that was offered by the company that sponsors a tour to Saona Island, being demonstrated that neither the hotel nor the company that allegedly offered said excursion failed to comply with their respective obligations within the framework of the lodging relationship or the security obligation that was assumed in front of said couple, being evidenced with the corresponding investigative measures and important documents provided by us, which were attended to by the hotel’s medical staff correctly and even with the documents and photos of the couple provided to sensitize the court, we were able to establish that the cause of death was not due to food poisoning within the Hotel or on the excursion, especially since we demonstrated that there were no other cases of clients who claimed discomfort due to food intake and with the contribution of the original of the autopsy certificate issued with our diligence by the National Institute of Forensic Pathology, it was detected that the deceased had various types of drugs in their systems, despite the fact that the claimants wanted the investigations carried out from Holland and by detectives hired by them to be validated, and it was achieved that the autopsy carried out in the country was maintained as evidence and not that carried out in Holland almost two years after the death and in which it was verified that they themselves recognized the credibility of INACIF; Therefore, we are currently waiting for the Supreme Court of Justice to decide on this process.

Contractual Civil Liability

Due to a contractual relationship provided by the Hotel owned by our client in favor of a company that provides repair and conditioning services for the Hotel pool, with the application of the product recommended by the supplier with a ten-year guarantee, a lawsuit was filed due to its lack of compliance with the contracted guarantee despite the large sums paid and nevertheless, the evident deterioration, vices and detachment of the material used in the pool was verified less than two years after its installation, being achieved with the videos, cost report from other providers, notarial verification and the like, the origin of the compensation for the proven damages and losses that corresponded to the Hotel, its confirmation being obtained and currently pending to be decided by the Supreme Court of Justice regarding the final solution of the case. An important aspect that was widely debated before the claim of the counterparty for an expert opinion of the pool, which was impossible, because the Hotel incurred new expenses by being forced to assume the costs for its new repair by another provider, in view of the fact that the pool is the main attraction that the Hotel has, therefore, prior to said repair, the pertinent checks and videos were made to prove the fact, which was admitted by the court together with the lost profits for the period when it was closed.

Corporate Restructuring

As a result of the bankruptcy of one of the main airlines in the country, the company’s commercial restructuring process began, in application of the recent Law approved to deal with these processes and in which we managed to have our client included as a registered creditor. from a list of more than nine hundred and eighty creditors for a total global amount of RD$1,879,330,611.14; and we have managed to promote the process by setting a hearing and debates so that the law is complied with, currently in the process of being completed the judicial liquidation process so that the credits of the process are definitively accepted or rejected and to know the project of distribution in front of the designated liquidator.

Dispute Resolution

In the matter of an existent contractual relationship with an entity located in a tourist project in Cap Cana, to which our client offered services and private security in its facilities, the termination of the service contract was ordered due to non-payment of these services by Aprocap; nonetheless, the first grade court understood that only payments justified in invoices received could be recognized because it is a true, liquid and enforceable credit; However, the Supreme Court of Justice accepted our means for the absence and contraction of reasons for the contested sentence by not including all the years pending payment from the beginning of the contractual relationship, being proven that the uninterrupted contractual relationship was maintained, including the agreements regarding the recognition of the debt with the contribution of the emails exchanged on the request to apply discounts to pending payments, with which the fact that a sentence of only three million pesos was obtained when the debt amounts to twenty-five million pesos, implied that the matter was sent to the appeal court of another jurisdiction, where it is currently in the process of being heard.

Considerations and opinion on the Law of Use of Digital Media / Mercado Magazine, 2022

Panelist:

Moderator, participant and part of the organizers of the 2021 Legal Cooperation Seminar of the Franco-Dominican Chamber of Commerce and Industry. Moderator on the topic of “Movable Guarantees for companies in the D.R., and in France”. July 7, 2021. Hotel Embajador.

International Seminar on Comparative Administrative Law (SIDAC) Dominican Republic – France: “A look at the French and Dominican legal system in times of pandemic”. March 19 and 20, 2021. UNAPEC, COLADIC, ADDA.

Panelist on the topic: Preventive measures to avoid corporate liquidation: corporate reorganization and corporate restructuring in the face of the COVID-19 scenario – British Chamber of Commerce of the Dominican Republic, 2020.

Workshops:

Terralex Leadership program- Terralex, 2022.

Diploma on Conducting Arbitration Processes before the CRC, Judicial Intervention and Challenge of Awards, taught by the OMG Institute, the Chamber of Commerce and Production of Santo Domingo and the Center for Alternative Dispute Resolution, with a duration of 30 hours. July 19, 2022.

Law and Business Week Seminar, The New Law and business in the Digital Society, September 15 and 16, 2021, FINJUS. Royal Intercontinental DR.

Specialized Course: New Trends in Dominican Criminal Law, a look from the new Penal Code, FINJUS, June 9-July 14, 2021.

Diploma on Financial Crimes Focus on the prevention of Money Laundering, FINJUS. 2020.

Trust: Structuring, operation, investment and project financing – Judicial Gazette, 2020.

Postgraduate/Diploma on Commercial Restructuring and Judicial Liquidation/OMG Institute, March-May 2017.

Regime for restructuring and judicial liquidation of companies and merchants: New legal framework, principles, procedure and implementation framework – Institutionality and Justice Foundation (FINJUS), 2015.

Mortgage and Trust Development Law – Institutionality and Justice Foundation (FINJUS), 2013.

Diploma on Real Estate Repossession in the Mortgage Market and Trust Law. Institutionality and Justice Foundation (FINJUS) February-May 2013.

Commercial Restructuring and its impact on business in the Dominican Republic – OMG Institute, 2012.

Postgraduate/Diploma on Application of the new Real Estate Law and its Regulations. Universidad Iberoamericana (UNIBE) and the Fundación Institucionalidad y Justicia, Inc. –FINJUS- Universidad Iberoamericana, August 23, 2007.

Postgraduate/Diploma in Notarial Law. Judicial Gazette, Legal Training Unit. Interamerican University (UNICA), November 2, 2005.

Postgraduate/Diploma in Real Estate Law, Real Estate Jurisdiction, Modernization and Technology. Joint Program of Higher Studies. Iberoamerican University (UNIBE). Institutionality and Justice Foundation, Inc. (FINJUS). July 30, 2005.

Member of the Legal Committee of the Franco-Dominican Chamber of Commerce and Industry (CCI-Franco-Dominican).

Member of the Board of Directors of the Legal Commission of the Franco-Dominican Chamber of Commerce and Industry (CCI-Franco-Dominican).

Member of the Bar Association of the Dominican Republic.

Member of the Terralex Insolvency and Bankruptcy Practice Group.

TerraLex International Dispute Resolution Practice Group.

The Legal 500- Real Estate and Tourism 2022

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