Commercial Law & Contracts, Civil Remedies, Business Organization

Franchising in Alberta -- April 2013: Fabutan: Renewal, Termination and the Duty of Good Faith

by Osler, Hoskin & Harcourt LLP on 4/11/2013

Fabutan: Renewal, Termination and the Duty of Good Faith - Background to the Dispute: Against the backdrop of a bitter family dispute, the Fabutan decision1 reinforces the maxim that business and family often do...more

Li v. Standard Fiber, LLC, C.A. No. 8191-VCN (Del. Ch. Mar. 28, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 4/10/2013

In this memorandum opinion, the Delaware Court of Chancery stayed an action for advancement of legal fees and expenses, ruling that provisions in four separate agreements, when viewed together, demonstrated the parties’...more

Eluv Holdings (BVI) Ltd., et al. v. Dotomi, LLC, C.A. No. 6894-VCP (Del. Ch. Mar. 26, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 4/8/2013

The Court of Chancery’s memorandum opinion in Eluv Holdings (BVI) Ltd. v. Dotomi, LLC awarded a defendant company summary judgment on plaintiffs’ claim for declaratory judgment regarding their purported ownership of...more

The Role of Arbitration in International Business

by Ellyn Law LLP on 3/21/2013

International commercial arbitration is the most common method for resolving disputes arising from agreements between businesses in different countries. In this detailed presentation, Igor Ellyn, QC, an experienced...more

Board Enjoined from Impeding Hostile Consent Solicitation Without First Approving Rival Director Slate under Credit Agreement...

by Michael O'Bryan, Jeffrey Silver | Morrison & Foerster LLP on 3/18/2013

The Delaware Chancery Court recently enjoined a board of directors from impeding a stockholder’s solicitation of written consents to replace the board, unless the board first approved the stockholder’s nominees for purposes...more

Directors Found To Be In Contempt Of A Court Order

by Rod Escayola | Heenan Blaikie LLP on 3/18/2013

In a previous post, we reported on the Boily v. CCC 145 case, where a board of directors was ordered to reinstate the prior landscape of the condominium courtyard and to personally pay a substantial portion of the legal...more

Port Authority Lawsuit Reminds Businesses to Scrutinize Your Bills

by Dennis Linken on 3/6/2013

Port Authority Lawsuit Reminds Businesses to Scrutinize Your Bills by Dennis C. Linken on March 6, 2013 A lawsuit filed by the Port Authority of New York and New Jersey should remind businesses how important it is to...more

The Unintentional Business Partnership & Liability For New Post-Dissolution Obligations

by Pavlack Law, LLC on 3/1/2013

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

Maryland's appellate courts preserve the corporate shield against efforts to pierce the corporate veil

by Thomas Valkenet on 2/22/2013

Maryland remains one of the toughest jurisdictions for plaintiffs seeking to pierce the corporate veil and impose personal liability on corporate owners for contract debts. Maryland has long recognized an equitable claim to...more

Noise Complaints In Condos : The Perils Of Failing To Enforce Condo Rules

by Rod Escayola | Heenan Blaikie LLP on 2/5/2013

Property managers and condominium corporations should take noise complaints seriously or risk facing serious financial consequences. In a recent case, a condominium corporation that failed to enforce its rules prohibiting...more

The Virginia Supreme Court on Damages, Equity Valuation, and the Significance of Delaware Corporations Law in the Termination and...

by Linda Jackson | Littler on 2/4/2013

The Virginia Supreme Court has spoken again on the calculation of damages in a complex employment contract case. In Online Resources Corp. v. Lawlor, No. 120208 (Va. Jan. 10, 2013), the court addressed the expert...more

Focused on Franchise Law - January 2013

by Barry Kurtz on 1/23/2013

In This Issue: - Mark Melton Has Become Of Counsel To The Firm - Franchisor 101: Personal Liability In New York For A Franchisor's Owners - Franchisee 101: Beer & Wine Franchisees Enjoy Protection From...more

Turnabout Is Fair Play: Homeowners Association Forecloses On Bank

by Win Mims | Jeff Field & Associates on 1/4/2013

A recent report entitled, "Florida Homeowners Foreclose On Deadbeat Banks", provides an interesting and unusual commentary on one effect of the on-going "soft" real estate market, especially for an "REO" property which the...more

NJ Appellate Division Decision Highlights Gaps in Existing LLC Law in New Jersey and Importance of Having an Operating Agreement

by Kevin O'Connor on 1/3/2013

In my prior blogs I’ve addressed the importance of having an operating agreement for any business owner operating as a limited liability company (“LLC”), and have also covered the recent legislative changes in New Jersey with...more

The Condo Report: Special Edition - All about pets in condominiums

by Heenan Blaikie LLP on 11/11/2012

TABLE OF CONTENTS: - 1 Pet Restrictions in Condominiums - 4 Condo Pet Eviction - 5 Another Condo Pet Eviction - 6 Enforcement of Pet Rules – Something New! - 7 Nuisance Pets in Condominiums – It’s not the Dog’s...more

"Landmark UK Supreme Court Ruling Restricts Enforcement of Foreign Bankruptcy Judgments"

by Skadden, Arps, Slate, Meagher & Flom LLP on 10/25/2012

In a ruling disposing of two appeals, the U.K. Supreme Court has held that the enforcement of foreign bankruptcy rulings in England will in certain circumstances be more difficult than had previously been thought. The two...more

Limits on Life after Death: Only Accrued Claims Are Viable Against Corporations Post-Dissolution

by Sedgwick LLP on 10/25/2012

According to the Illinois Business Corporation Act, the dissolution of a corporation “shall not take away nor impair any civil remedy available” to or against the corporation, its directors or shareholders “for any right or...more

Limits on Life after Death: Only Accrued Claims Are Viable Against Corporations Post-Dissolution

by Sedgwick LLP on 10/25/2012

According to the Illinois Business Corporation Act, the dissolution of a corporation “shall not take away nor impair any civil remedy available” to or against the corporation, its directors or shareholders “for any right or...more

What To Do If Your Business Gets Sued: A Litigation Primer for the Litigation Wary

by Evan Pappas on 9/25/2012

Whether you are a small business or a large financial institution, the threat of a civil lawsuit being filed is always a possibility and becoming another regular cost of doing business. Although lawsuits are filed for any...more

You Need All Your Ducks In A Row To Prove Default Under A Security Agreement

by Brooks Pierce on 8/15/2012

The Plaintiff in Kreich, Inc. v. Tarheel Publishing Co. thought he had all of his ducks in a row for summary judgment and a preliminary injunction. But he didn't. Defendant was in serious default under promissory notes...more

California Court Holds That Historical Insurance Coverage Forms “One Giant Uber-Policy”

by Perkins Coie on 8/14/2012

Corporate policyholders seeking insurance coverage for “long-tail” claims in California and elsewhere have reason to cheer. On August 9, 2012, the California Supreme Court granted corporate policyholders the right to...more

It is Always Good to Follow the Plan’s Claims Procedure in Denying a Claim

by Leonard, Street and Deinard - Employee... on 7/31/2012

A recent Eighth Circuit Court of Appeals decision involved high ranking executives who participated in a company’s long-term incentive plan. Under the plan agreements, executives who did not continue employment for a three...more

When Signing As Agent Can Lead To Personal Liability

by Allen Matkins Leck Gamble Mallory & Natsis... on 6/28/2012

In the transactional setting, lawyers are often concerned with confirming the authority of corporate officers and other agents to bind the corporation. Thus, we often see representations and warranties of due authorization...more

Condo Directors Held Personally Liable For Legal Costs

by Heenan Blaikie LLP on 6/20/2012

The Condominium Act (the “Act”) has several provisions (sections 85, 134(5) and 135(3) which place the financial burden of obtaining compliance orders on those responsible for the non-compliance, thus relieving innocent...more

Rogers Towers: Defending Mortgage Lenders Against Attorney’s Fees Claims by Condominium Associations

by Rogers Towers on 6/14/2012

Lenders foreclosing mortgages in Florida frequently encounter claims by condominium associations for past due assessments. Increasingly, those entities are extending their claims in attempts to recover attorney’s fees and...more

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Commercial Law & Contracts › Civil Remedies › Business Organization

Franchising in Alberta -- April 2013: Fabutan: Renewal, Termination and the Duty of Good Faith

Li v. Standard Fiber, LLC, C.A. No. 8191-VCN (Del. Ch. Mar. 28, 2013) (Noble, V.C.)

Eluv Holdings (BVI) Ltd., et al. v. Dotomi, LLC, C.A. No. 6894-VCP (Del. Ch. Mar. 26, 2013) (Parsons, V.C.)

The Role of Arbitration in International Business

Board Enjoined from Impeding Hostile Consent Solicitation Without First Approving Rival Director Slate under Credit Agreement...

Directors Found To Be In Contempt Of A Court Order

Port Authority Lawsuit Reminds Businesses to Scrutinize Your Bills

The Unintentional Business Partnership & Liability For New Post-Dissolution Obligations

Maryland's appellate courts preserve the corporate shield against efforts to pierce the corporate veil

Noise Complaints In Condos : The Perils Of Failing To Enforce Condo Rules

The Virginia Supreme Court on Damages, Equity Valuation, and the Significance of Delaware Corporations Law in the Termination and...

Focused on Franchise Law - January 2013

Turnabout Is Fair Play: Homeowners Association Forecloses On Bank

NJ Appellate Division Decision Highlights Gaps in Existing LLC Law in New Jersey and Importance of Having an Operating Agreement

The Condo Report: Special Edition - All about pets in condominiums

"Landmark UK Supreme Court Ruling Restricts Enforcement of Foreign Bankruptcy Judgments"

Limits on Life after Death: Only Accrued Claims Are Viable Against Corporations Post-Dissolution

Limits on Life after Death: Only Accrued Claims Are Viable Against Corporations Post-Dissolution

What To Do If Your Business Gets Sued: A Litigation Primer for the Litigation Wary

You Need All Your Ducks In A Row To Prove Default Under A Security Agreement

California Court Holds That Historical Insurance Coverage Forms “One Giant Uber-Policy”

It is Always Good to Follow the Plan’s Claims Procedure in Denying a Claim

When Signing As Agent Can Lead To Personal Liability

Condo Directors Held Personally Liable For Legal Costs

Rogers Towers: Defending Mortgage Lenders Against Attorney’s Fees Claims by Condominium Associations

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