Commercial Contracts

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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

Texts that Bind: Text Messages May Form Binding Real Property Contract

Last month, in St. John’s Holdings, LLC v. Two Electronics, LLC (No. 16 MISC 000090 (RBF)), a Massachusetts Land Court judge held that text messages exchanged between two real estate brokers may be sufficient to constitute...more

Development of court practice on tax disputes over the use of cash pooling

On April 21, 2016 the Commercial Court of Chelyabinsk Region rendered a decision on the case of OOO Gazpromneft Chelyabinsk, No. ?76-15351/2015 (the “Decision”). In this decision the commercial court declared...more

Disputes come from two directions. Either a claim form or a letter threatening legal action lands on your desk, or you...

Disputes come from two directions. Either a claim form or a letter threatening legal action lands on your desk, or you discover that you have a potential legal claim against a third party. When this happens, what are the most...more

Brexit: Implications for Commercial Contracts

Brexit, and the possibility of a Britain which is no longer part of the EU, raise many implications for commercial contracts. Like other supervening events, it is unlikely that Brexit was contemplated by the parties when...more

Contracts May Now be Varied Orally or by Conduct

The English Court of Appeal has held that parties are free to agree to whatever terms they choose to undertake, whether in writing, by spoken words, or by conduct; this freedom trumps non-oral variation clauses....more

Significant Developments in Canadian Energy – For the month of April 2016

Conventional - April 21, 2016 – The Alberta government announced the technical formulas that will be used to calculate royalties and payout cost allowances on oil, natural gas, propane and butane starting in 2017....more

Long-term supply (and off-take) agreements: some recent themes

This Client Alert seeks to highlight certain recurring issues and themes arising in the context of long-term commodity supply and off-take agreements. It draws upon the recent collective experience of our lawyers as well as...more

The Blockchain Revolution, Smart Contracts and Financial Transactions

Originally developed as the technology underpinning bitcoin, blockchain has been heralded as an innovative technology with wide-ranging application beyond digital currency (or cryptocurrency), including as a platform for...more

Assessing New Risks in Letters of Intent - Delaware Supreme Court Creates Increased Exposure by Recognizing a Duty to Negotiate in...

Prior to entering into a definitive commercial agreement, parties often enter into a letter of intent, a term sheet or a memorandum of understanding (a preliminary agreement). Some of the provisions in the preliminary...more

Franchising Update

While dispute resolution clauses may be straightforward for domestic franchise agreements as a result of the Franchising Code, dispute resolution clauses can be one of the most neglected provisions in international master...more

Contractual Stipulations of Irreparable Harm: Helpful But Not Determinative

Business contracts frequently contain remedy clauses whereby the parties agree that a breach constitutes irreparable harm entitling the nonbreaching party to specific performance or injunctive relief to enforce the agreement....more

Ninth Circuit Refuses To Enforce Arbitration Clause In Sham Franchise Agreement

A short new opinion from the Ninth Circuit may run counter to long-standing Supreme Court precedent. In Casa Del Caffe Vergnano v. Italflavors, 2016 WL 1016779 (9th Cir. Mar. 15, 2016), the court refused to enforce an...more

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