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This week we examine the unintentional creation of business partnerships, liability for obligations incurred after dissolution of a partnership, and take a look at partnership by estoppel. This is done through the context of...more
Does a title company owe a tort duty of care to its customer when conducting a title search? And, if such a duty exists and is breached, is a title insurance company vicariously liable for the title company’s negligent title...more
Be careful, your Letters of Intent may be binding unless drafted properly. That’s the message from a 2011 case First National Mortgage Co. v. Federal Realty Investment Trust, 631 F.3d 1058 (February 1, 2011).
The California Supreme Court recently ruled, in a case involving environmental damage at a State controlled waste site, that multiple insurers, who provided coverage to the State at different periods between 1964-1976, are...more
Despite increasing cyber attacks, significant losses from operational downtime, and further governmental regulation, companies are still not taking measures for basic responsibilities for cyber governance, or even securing...more
A project to modernize a container terminal at the Portof Los Angelesis being trumpeted by a press release after approval by the Los Angeles Harbor Commission of the final Environmental Impact Report. The container terminal...more
In Amadeus, the movie based on the life of Wolfgang Mozart, the Austrian emperor is previewing Mozart’s latest opera. The emperor is shown listening thoughtfully throughout the entire vast musical extravaganza. When the...more
Los Angeles area businesses looking to expand or establish a presence within the City, but concerned about the cost of doing business, may want to consider locating their offices or other facilities within a State Enterprise...more
Can formatting and font size in your contracts create liability? You bet.
Believe it or not, the wrong font size and type style in a contract can get you into legal hot water. Here are a few examples from Texas law that...more
The investor subscription agreement is the third major document used in private placement securities offerings, along with the investor questionnaire and the private placement memorandum or PPM. A number of provisions...more
A private placement memorandum or PPM is the main information document for potential investors. It’s like a business plan on steroids, adding required and recommended details and legal language for an offering. It goes by...more
One thing to consider when planning an offering is what investor qualifications you can live with. In making this decision it’s important to keep in mind that the definition of “accredited investor” is now more limited than...more
On December 22, 2011, Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware dismissed with prejudice a mezzanine borrower’s chapter 11 case. See In re JER/ Jameson Mezz Borrower II LLC, 461 B.R. 293...more
Eleven-year-old case ends with Summary Judgment in favor of the association. Gwinnett County judge says homeowners associations may choose not to intervene in disputes over covenants....more
Delaware Chancery Court confirms that fiduciary duties apply to LLC managers in absence of contrary LLC agreement provisions and distinguishes the implied covenant of good faith and fair dealing
A Delaware LLC leased...more
Proper procedures and checks to ensure you maintain corporate formalities can help prevent anyone from "piercing the corporate veil" and suing you individually....more
An appropriate review of your construction and business insurance policies can minimize your risk in the event of a lawsuit....more
On a regular basis, you should dedicate some timeto cleaning up your systems for limiting your risk on construction projects. This article provides 6 tips to improve your construction (or any other business) contracts. ...more
Following up on her recent article on the grant of an injunction to enforce property rights, Michelle Farmer of Druces LLP's property litigation department examines a recent High Court decision where damages were awarded in...more
A recent High Court decision in England and Wales has demonstrated the Courts' willingness to order the removal of completed building works built in contravention of neighbouring property rights. In many such cases previously...more
"Gentlemen's Agreements", especially on construction projects, are prone to later disputes, disagreements, and litigation. Protect yourself by getting everything in writing....more
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