Contract Drafting

News & Analysis as of

Part 5 of Reviewing Third Party Vendor Service Contracts, a Seven Part Guide

This is part 5 of a Seven Part Guide to reviewing vendor contracts. Vendor Notice Requirements - Business - Strategic Changes. There are several categories of events the bank will want to be notified about. The...more

Contract Corner: Term (Part 1)

What is the term of your contract? It is one of the most basic questions with regard to any agreement, but drafting provisions regarding the “Term” raises multiple issues, both legal and practical....more

How Construction Contracts are Made. Hint: It’s a Bit Like Making Sausage

Construction can be a messy affair. In a sense, that’s to be expected when you’re building a complex structure, involving the coordination of several parties and numerous persons, in the natural environment and in the...more

Contractual Clauses That Impact Disputes

In the process of drafting contracts, parties can shape the process for resolving their future disputes. They can potentially select the forum for dispute resolution, the body that will resolve the disputes, the law that will...more

Recent Decisions Highlight Courts’ Reluctance to Modify Overbroad Non-Compete Provisions

In what may be a trend, several courts around the country this year have embraced strict interpretations of non-compete agreements, refusing to blue pencil or equitably reform overbroad or unreasonable clauses in non-compete...more

Whole Agreement Clause Upheld by Court of Appeal

A properly-worded whole agreement clause is effective to exclude liability for innocent and negligent misrepresentations, the Alberta Court of Appeal recently held in Houle v Knelsen Sand and Gravel Ltd, 2016 ABCA 247...more

Part 2 of Reviewing Third Party Vendor Service Contracts, a Seven Part Guide

This is part 2 of a Seven Part Guide to reviewing vendor contracts. Recitals. Some contracts will contain several “WHEREAS” clauses at the inception of the document followed by a recitation of various facts about...more

Volte face as hardship becomes part of French law

We sent out a client alert in April on the approaching entry into force of the new French civil code. We highlighted four innovations arising out of this major legal reform. This alert focuses on the introduction of the...more

Smith v. D.R. Horton, Inc.: The End of Arbitration for Residential Developers and Builders in South Carolina?

Mark Twain famously wrote that the reports of his death were exaggerated. Following the South Carolina Supreme Court’s decision in Smith v. D.R. Horton, Inc. last month, you may have heard arbitration is dead for South...more

The Insurance Act 2015 came into effect on Friday – a brief primer before you renew or buy a new policy

The Insurance Act 2015 (the Act) came into force on 12 August 2016, introducing major changes in English law in relation to insurance and all forms of reinsurance. It applies to all contracts of insurance and reinsurance...more

You get to write the script for this story…

Effective restraints of trade protect businesses which rely heavily on human capital from damage that sometimes can’t be undone. These restraints – usually sitting in an employment contract – can be a key business asset....more

A Few Things To Avoid When Drafting A North Carolina Covenant Not To Compete

The Business Court closely examined a set of restrictive covenants last week in Sandhills Home Care,, LLC v. Companion Home Care-Unimed, Inc., 2016 NCBC 59. This decision collects a number of North Carolina Court of Appeals...more

FDIC Proposes More Hurdles for Bank Partners of Marketplace Lenders

The FDIC is proposing guidance that will affect marketplace lenders and their banking partners. On July 29, 2016, the FDIC issued FIL-50-2016, which seeks comment on proposed Guidance for Third-Party Lending for...more

Can You Change the Scope of Work? Not in a bidding situation! (reader comment)

Setting the Right Expectations for Owner Clients is a must, as I recently wrote in my post discussing Scope of Work clauses. According to construction consultant Tony Frisby,* scope of work issues are more important than...more

Future-proofing your contracts – ‘anti-oral variation’ clauses require some further thought

This Client Alert discusses the effectiveness of clauses which purport to prevent contracts from being amended without compliance with specified requirements, and how giving greater thought to their drafting in your contract...more

An overriding omnishambles: Recent break clause developments

Two recent cases provide salutary lessons in how to serve break notices and also in how to draft them. The firmament of break clause cases has been so enriched in recent years with cases such as M&S and Ibrend that fanatics...more

Court Grounds the Use of Unbargained-for Warranty Disclaimers

The Pennsylvania Superior Court’s decision in Allen-Myland, Inc. will likely increase liability exposure for manufacturers. In a case of first impression, the Pennsylvania Superior Court recently rejected the...more

Contra Proferentem Doesn’t Always Mean ‘Against the Insurer’

Despite best efforts, ambiguities are inevitable in contracts. The doctrine of contra proferentem shifts the risk of ambiguity to the party that drafted the contract. The doctrine is frequently applied against insurers where...more

Setting the Right Expectations for your Owner Client– Craft your Scope of Work well (law note)

Regular readers of this blog know that you absolutely should have a written contract, and not rely on “gentlemen’s agreements.” But what is the most important part of your agreement to provide professional services? The...more

South Carolina Supreme Court Decision Impacts Enforceability of Arbitration Provisions in New Residential Construction Sales...

On July 6, 2016, the South Carolina Supreme Court filed its Opinion No. 27645, captioned Smith v. D.R. Horton, Inc., in which it affirmed the Court of Appeals' refusal to compel arbitration between new home purchasers and the...more

Sons of Cyberlock: Recent Decisions Underscore Challenges in Drafting Enforceable Federal Contracting Teaming Agreements

Teammates pursuing federal contracts should draft their teaming agreements with care to avoid unintended consequences. The Pitfalls of Non-Specific Teaming Agreements - Among other issues, teammates cannot...more

Use of English in contractual documents between two French companies

Two legal persons governed by French private law may, by mutual agreement, draft their contractual documents in the English language. On 30 May 2016, the Commercial Practices Review Commission (hereinafter the ‘CEPC’ –...more

New Federal Trade Secret Statute Requires Important Updates To Contracts And Policies

With the recent passage of the Defense of Trade Secrets Act (DTSA), businesses are welcoming the many benefits the statute brings, including federal jurisdiction, robust equitable relief, and the ability to recover...more

Let's Talk North Carolina Leases: The Name of the Game Is the Correct Name

A lease is a contract. It is a contract in which the lessor (think, landlord or tenant/sublandlord) grants to another person or entity, called the lessee (think, tenant/sublandlord or subtenant), the right to possess and use...more

[Webinar] Cloud licensing and health care data: Know the risks, learn the solutions - July 13th, 12:00pm CT

As identity theft and malicious attacks against clinical providers increase, more and more health care data is stored in the digital cloud. The health care industry is required to take special precautions when licensing...more

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