Commercial Contracts

News & Analysis as of

No hiding a cartel under a joint venture marketing company

We are used to companies being fined for cartels acting undercover to agree on prices or other market parameters. What about companies openly agreeing together through a joint venture company?...more

Recoverability of adjudication costs: TCC shouts down Lulu

In our previous article in this series, "Recoverability of adjudication costs: Is Lulu something to 'shout' about?", we predicted that parties may incorrectly see the TCC decision in Lulu v Mullaley as authority to claim...more

Commercial Division allows fraudulent conveyance claims to proceed in two separate cases

In a pair of recent decisions, Justices Shirley W. Kornreich and Lawrence K. Marks of the Commercial Division ruled that creditors could proceed on their fraudulent conveyance claims seeking reversal of asset transfers made...more

Michigan Supreme Court Makes Commercial Non-Compete Agreements Easier to Enforce

It is now a lot easier to enforce commercial noncompete agreements in Michigan. In its recent decision in Innovation Ventures v. Liquid Manufacturing, a unanimous Michigan Supreme Court holds that commercial noncompete...more

Top 10 Tips – Contractual Audits

Audit provisions are very commonly found in commercial contracts, especially those which involve payment of a licence fee or royalty. They are often not the clauses which attract the most attention during contract...more

West Coast Real Estate Update: February 2017 #2

Jury Trial Waiver Undone by a Fundamental California Policy - It is common for commercial contracts to contain a choice of law provision. Some commercial contracts may even contain a clause that waives the right to seek...more

Service of contractual notices under standard form financial contracts – lessons to learn

Where a contract sets down requirements for the service of notices under it, it is essential to comply with them strictly. Lord Hoffman famously said in Mannai Investment Co Ltd v. Eagle Star Life Assurance Co Ltd: "If the...more

Court Of Chancery Summarizes Law On Reliance Disclaimers

Large commercial contracts frequently try to limit a buyer’s remedies for any extra-contractual misrepresentations by the seller. Many Delaware decisions deal with disclaimers of extra-contractual representations and this...more

Arbitration Risks: Why Arbitration is Not Necessarily Better, Faster, or Cheaper Than Litigation

There is a widespread belief that arbitration is unequivocally a better, faster, and cheaper alternative to litigation. According to some advocates, the advantages of arbitration include (1) saving money by streamlining...more

Common Contractual Battlegrounds: Four Significant, But Often Overlooked, Provisions in Domestic Commercial Contracts

When parties enter into a domestic commercial contract, their focus is typically on memorializing their agreement and getting the deal done. As a result, they may not think critically enough about what will happen if the...more

Competition and consumer law update for the food and beverage sector

Results of a Food and Grocery Code of Conduct supplier survey suggest retailers can improve compliance with the Code - One year has now passed since Australia's two major supermarkets signed up to the Food and Grocery...more

The implications of Brexit on the entertainment and media industry

While the United Kingdom will not leave the European Union overnight, it is important to consider what the result of the Brexit referendum means to the entertainment and media industry. What are the challenges? How do we...more

The principal legal effects of Brexit on commercial contracts in Morocco

Financial analysts remain uncertain about the potential effects on the global economy of the United Kingdom’s anticipated exit from the European Union (Brexit). ...more

Federal Courts Teach Arbitration 101 In Recent Opinions

While state courts have been busy articulating novel interpretations of arbitration law this summer, federal courts seem intent on getting back to basics. In recent weeks, federal appellate courts have reminded parties who...more

Arbitration Article Series I: Rise of Arbitration

The UAE has rapidly emerged as a leading financial centre, attracting large global investors and businesses. As international developers and contractors continue to invest in construction projects, there has been an...more

Michigan Supreme Court Holds That the Federal “Rule of Reason” Applies in Evaluating the Enforceability of Noncompete Agreements...

The Michigan Antitrust Reform Act (MARA) contains a specific provision, MCL 445.774a, that governs the enforceability of noncompete agreements between employees and employers. MARA does not, however, provide standards for...more

Brexit: Key Issues for General Counsel

On June 23rd, the UK electorate voted to leave the European Union in an advisory referendum. We expect the UK Government to commence negotiations to withdraw and to establish a framework for the UK’s new relationship with the...more

Brexit: Implications for commercial contracts

The UK electorate has voted to leave the EU - a decision that has many implications for commercial contracts. Like other supervening events, it is unlikely that Brexit was contemplated by the parties when negotiating and...more

Arbitration and the Courts – A Question of Balance

Lord Thomas has delivered a speech calling for the relationship between arbitration and the courts in England and Wales to be rebalanced. This has elicited strong responses from prominent members of the arbitration community,...more

Be Fully Compliant, and Avoid Lawsuits!

Who could dislike the title of this post? It promises to solve all your compliance problems and keep your business out of litigation. Were it only that simple. Of course, it is not. But, when it comes to compliance,...more

Alberta Court Decision Addresses Drop Dead Rule, Chronic Delays in Civil Litigation

The Court of Appeal of Alberta (Court) recently addressed the issue of chronic delay in civil litigation, when it released a split decision in Ursa Ventures Ltd. v. Edmonton (City) (Ursa) on the interpretation of rule 4.33 in...more

Brexit and the UK commercial property market

Earlier this year, David Cameron fired the starting gun on whether Britain should continue its membership of the EU. As we all know, the potential effect of a Brexit is a topic which has divided the opinions not only...more

Reduced Risk Through Commercial Item Contracting

Entering into business with the U.S. Government provides companies, including those in the automotive industry, with the opportunity to expand their business base, with tremendous potential. Even with ongoing budget cuts, the...more

"No Variation" Clauses Weakened By Court Of Appeal

When is a change not a change? One answer to that paradox is: when it is an attempted contractual variation. Such variations can fail for a number of reasons: lack of consideration, lack of clarity in what is agreed and an...more

Clause Headings: When Do They Matter (And When Do They Not?)

Burton J stated that he would find it "… impossible not to be assisted" by a clause heading in construing it, despite a provision that "… headings shall be ignored". Citicorp International Limited v Castex Technologies...more

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