In the complex world of commercial international trade, contracts serve as the foundation for successful transactions. A well-prepared contract review checklist provides a basis for lawyers to ensure that all necessary terms...more
Count ’em: At the time A sued B for judicial dissolution of one of their several jointly owned companies, there are not one, not two, not three, but eight pending lawsuits between the two 50/50 business partners who first...more
A recent paper by four law professors takes a look at risk factor disclosures in Form 10-Qs and 10-Ks filed by 3,000 firms from January 2020 through the end of 2023. Stephen Choi, Mitu Gulati, Xuan Liu, and Adam...more
The U.S. Supreme Court vacated a decision by the U.S. Court of Appeals for the First Circuit holding a self-appointed “tester” has standing to sue under the Americans With Disabilities Act (ADA). Acheson Hotels, LLC v....more
According to a New York Times story this weekend, the Security Exchange Commission’s lawsuit against SolarWinds is driving discussions in boardrooms and corporate security departments of large organizations about the handling...more
What happened - A public company and its CEO lost motions to dismiss securities fraud claims based on: ..Statements in 10-Qs and 10-Ks that a competitor’s trade secrets lawsuit was “without merit” ..Assurances in...more
While I can’t remember anything specific from my 1-L Contracts class, I’m sure that is where I first was exposed to the concept that an integration clause could prevent a party to a written contract from claiming that other...more
If you’ve ever been involved in negotiating a contract, whether for the provision of services or a $200 million energy transaction, you’ve likely seen a merger clause. They are typically universal in their use and, while the...more
We have referenced Code Section 280G and the golden parachute rules recently on this blog, and we have also discussed LLC equity incentives. It can be fun to see how these concepts play out in a practical way in executive...more
It was important, and still is. If you’ve heard it once, you’ve heard it a thousand times – the general terms at the end of an agreement being referred to as “boilerplate” provisions, a phrase that misleadingly suggests...more
Over the years, I have written a lot on palimony cases, both before and after the landmark Maeker v. Ross case that I argued in the New Jersey Supreme Court. On March 8, 2022, I blogged on the Supreme Court’s decision in the...more
This article is the second in a multi-part series covering concepts that can be applied to your company’s process for managing privacy rights requests, as required by various modern privacy laws. The first article in this...more
As a startup, one of the most exciting moments in your company’s growth is receiving a proposal from a large strategic or market player who wants to engage in a technical interchange in support of a potential business...more
Strict Construction of Instruments of Conveyance for Easements, Wavell v. Lengel, 2021 Va. Cir. LEXIS 158, Case No. CL20000484-00 (Amherst Co. Cir. Ct. July 12, 2021) - Strict construction of canons of legal...more
In Heinz v. Carrington Mortgage Services LLC, the Eighth Circuit held that the mere inclusion of boilerplate disclosure language does not transform an otherwise benign informational communication into one meant to induce...more
Bursztein v Best Buy Stores, L.P., (2021 WL 1961645 [SD NY 2021]) involves a personal injury lawsuit arising from plaintiff Perla Bursztein’s slip and fall accident in a New York City Best Buy store...more
As the world welcomes in the Year of the Ox, we take a look back at 10 recent decisions that made an impact in the past year. In the decisions, the courts considered fundamental issues such as when an arbitral award may be...more
The Situation: Construction disputes face unique challenges in addition to those faced in other types of commercial disputes. Parties often agree to adopt independent expert determination as a means of managing these...more
Federal Court in Georgia Applies Hoover Rule Finding that Insurers Who Sent Denial Letters Waived Right to Assert Other Coverage Defenses Later. Eight years ago in Hoover v. Maxum Indemnity Co., 730 S.E.2d 413 (Ga. 2012),...more
Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent. Historically, attorneys tended to use male...more
As a general rule, an insurer’s duty to defend arises under Florida law when the allegations of the complaint against the insured “fairly and potentially bring the suit within policy coverage.” Jones v. Fla. Ins. Guar. Ass’n,...more
The laws governing a commercial agreement fundamentally determine the enforcement of that agreement’s provisions. Surprisingly, US-style commercial agreements place this important concept all the way in the back of the...more
Seyfarth Synopsis: The Northern District of New York sees far fewer ADA Title III lawsuits than its Eastern and Southern counterparts and apparently has no patience for serial plaintiffs with flimsy boilerplate filings. ...more
The Pennsylvania Superior Court recently issued a decision that should serve as a cautionary tale to those insurers looking to disclaim coverage after defending under a reservation of rights. In Selective Way Ins. Co. v. MAK...more
Seyfarth Synopsis: Businesses get another win in a lawsuit demanding gift cards with Braille....more