Summary - In King Crude Carriers SA & Ors v Ridgebury November LLC & Ors, handed down last month, the English Court of Appeal considered the principle in Mackay v Dick & Stevenson....more
In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland...more
In Stagen v. Neu, 2023 N.Y. Slip Op. 06105 (1st Dept. Nov. 28, 2023), the Appellate Division, First Department addressed an issue of contract interpretation involving a word in a settlement agreement that most readers would...more
All construction project owners, lenders, and contractors take note: a recent federal court opinion offers a reminder that additional obligees on a performance bond must comply with all conditions precedent in the bond in...more
On March 21, 2022, the Court of Special Appeals of Maryland (the “Court”) decided in Peterbilt of Baltimore LLC v. Capitol Gateway Properties, LLC that provisions of an option to purchase (the “Option”) pursuant to the...more
Virginia has joined 11 other states that have expressly prohibited “pay if paid” clauses in construction contracts. If you have construction projects in Virginia, then read on. If you want know whether your state prohibits...more
New York and Delaware each enjoy an excellent reputation in the business world and typically provide the governing laws and are the jurisdictions of choice in domestic (and many international) commercial contracts. But which...more
Employers in the Netherlands are sometimes keen to include a reservation when they form an employment contract. A reservation can be formulated as a condition precedent or a resolutive condition. Both types of conditions...more
Can a valid claim notice issued, on time, referring to one contractual basis, be relied upon where a claim is ultimately pursued on a different ground? In the first authoritative case to consider this issue, the Hong Kong...more
Maeda Corporation and China State Construction Engineering (Hong Kong) Limited v Bauer Hong Kong Limited handed down in the Hong Kong Court of Appeal has significantly elevated the fundamental importance of so-called...more
On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate...more
Advance payment guarantees are commonly used in the construction industry. However, successful challenges to a demand made under an advance payment guarantee appear to be less common. This article looks at three recent cases...more
In Evans Resources, L.P., et al. v. Diamondback E&P, LLC, two agreements left the terms “constructed” and “utilized” undefined. If the terms had been defined would the outcome have been different? Maybe. Should parties define...more
Investors pursing global investment opportunities across the sports industry should be aware of the key considerations likely to apply to the M&A process amid the coronavirus (COVID-19) pandemic....more
From Great Western. Drilling, Ltd. v. Pathfinder Oil & Gas, Inc. we learn that if you want one agreement to be conditioned on execution of another one, you’d better say so … in writing … in the first one....more
Although Material Adverse Change (“MAC”) clauses are quite prevalent in loan and financing documents, there is very little case law in Maryland dealing with the successful or unsuccessful enforcement of these clauses. With...more
On February 28, 2020, the Texas Supreme Court reversed a ruling from the First Court of Appeals in Houston in the case of Chalker Energy Partners III, LLC, et al. v. Le Norman Operating LLC, 547 S.W.3d 27 (Tex. App.—Houston,...more
On the heels of its opinion in Energy Transfer Partners, L.P. v. Enter. Products Partners, L.P., in which the court held that parties can agree to conditions precedent before the partnership formation factors in Tex. Bus....more
It is no surprise to Texas Supreme Court watchers that in Energy Transfer Partners et al v. Enterprise Products Partners LP et al. the court rejected claims that the parties had created a partnership by actions that varied...more
On Friday, January 31, 2020, the Supreme Court of Texas clarified the law of partnership formation in the closely watched case of Energy Transfer Partners, L.P. et al. v. Enterprise Products Partners, L.P. et al. The case...more
The Texas Supreme Court issued an important ruling on Friday, January 31, 2020, on the formation of partnerships where parties have provided by contract specific conditions that must be satisfied before a partnership will be...more
Whiting-Turner Contracting Co. v Guar. Co. of N. Am. USA, 2019 BL 97923 (Colo. App. Mar. 21, 2019). This construction dispute involved rights and obligations under a performance bond supplied for an office building...more
European Leveraged Finance Alert Series: Issue 3, 2019 - Investors in high yield debt expect protections to be included in documentation in order to prevent bond issuers from taking certain actions that deteriorate credit...more
Justice Jeffrey K. Oing in the Commercial Division handed down a decision recently that discusses frustration of the occurrence of a condition precedent by parties to commercial contracts. Nesconset ZJ 1 v. Nesconset...more
Payment clauses in California construction contracts are often complex and multi-layered. This is especially true in contracts between general contractors and their subcontractors. The general does not want to pay the subs...more