Contract Drafting

News & Analysis as of

4 Elements to Improve Enforceability of a Multi-tiered Dispute Resolution Clause

The English High Court decision in Emirates Trading Agency LLC v Prime Mineral Exports Private Limited offers guidance. Why this case is important - Multi-tiered or dispute escalation clauses are an important...more

Office Leasing and Airline Reservations

I have been doing a lot of flying recently. So I thought I would address a question I usually get asked: “Why are office leases so long, even for a short-term lease?” Companies usually equate a long lease with high legal...more

New York’s High Court Finds Contractual Limitation Period Unenforceable, Where it Places Policyholder in Impossible Catch-22...

How is a policyholder supposed to obtain coverage under a policy that requires the insured to bring its claim within two years of the loss and also imposes preconditions on bringing a claim that cannot reasonably be satisfied...more

Dispute resolution clauses and reasonable endeavours obligations

This article aims to provide some useful contract drafting tips in the context of dispute resolution clauses, and clauses requiring parties to use best or reasonable endeavours. This article builds on lessons learned from...more

6 Tips for Agreements with Contract Manufacturers in China

After months of research and vetting, you’ve finally settled on a good contract manufacturer (CM) in China that offers the best quality and price combo and has a solid track record and now it’s time to cement the relationship...more

Shipping 2014: United States

When does title in the ship pass from the shipbuilder to the shipowner? Can the parties agree to change when title will pass? Unless otherwise agreed by the parties, title to the vessel passes when the shipbuilder...more

Drafting and Revising Bylaws: Common Pitfalls, Best Practices, and Maximizing the Effective Governance of Your Nonprofit

In this presentation: - Top 10 Tips for Bylaw Amendments – General Process Considerations – Governance Hierarchy – Specific Provisions to Note • Purposes Clause • Membership...more

Task Force on Governmentally-Mandated Standby Letters of Credit

Unfortunately, as bankers in West Virginia know, these forms are in several respects at odds with letter of credit law and practice. Thus the forms not only are problematic from the standpoint of issuers, but also, they may...more

Beware of Promises

In the early stages of a new venture, things move quickly. An entrepreneur will talk with many different potential team members, some of whom aren’t a good fit, some of whom become co-founders and valued long-term partners,...more

Third Circuit: Availability of Classwide Arbitration is an Issue for the Courts – Not Arbitrators – Unless the Parties Agreed...

Wednesday, the Third Circuit held that the determination of whether an agreement allows classwide arbitration is a question of arbitrability for the courts “unless the parties unmistakably provide otherwise.” Opalinski v....more

The International Comparative Legal Guide to International Arbitration 2014: A practical cross-border insight into international...

Bermuda - 1 Arbitration Agreements: 1.1 What, if any, are the legal requirements of an arbitration agreement under the laws of Bermuda? Other than requiring that it must be in writing, Bermuda’s...more

As Samuel Goldwyn Reportedly Said: “Include Me Out”

A lawyer aims at precision that can never be achieved because of the bluntness of his tool – language. Consider the word “including”. Is it a term of enlargement or limitation? It is a term of enlargment when the intent is...more

How to Form Teaming Agreements and Strategic Partnerships

In this presentation: - Teaming - Subcontracting - Joint Ventures - Q&A - Excerpt from Teaming: Once partners are selected, prepare and sign a Teaming Agreement: - What...more

A Guide to Contract Interpretation - July 2014

In this issue: - Introduction - Contract-Interpretation Flow Chart - Contract-Interpretation Principles And Case-Law Supplement - Determine the intent of the parties with respect to the provision...more

Prohibited Country Sanctions and Embargoes: Make Sure You Know the Difference When Drafting Contract Language and Evaluating...

Casually, the words ‘embargo’ and ‘sanction’ are often used interchangeably. But when it comes to drafting a contract or assessing the viability of an export opportunity, failing to use the correct word can have serious...more

Miscellaneous Contract Provisions: The Part You’re Not Reading

sheer volume of contracts individuals and businesses see regularly, oftentimes makes it difficult to read and understand each and every provision of every contract. The “miscellaneous provisions,” typically found at the very...more

Dealing with Conflicting Restrictive Covenants

In a recent case, Oxford Common Elements Condo Corp. No 73 (“OCECC No. 73”) v Greenbury, the Ontario Superior Court of Justice reaffirmed the principle that in instances of overlapping restrictive covenants, the least...more

Drafting Offer Letters: Keys To Simple And Effective Employment Agreements

Hiring high quality employees is one of the keys to your company’s growth. As you hire, you will be wise to have in place clear comprehensive offer letters for all of your employees. For those in the U.S., many offer...more

Can You Replace Your Manager? Delaware Case Emphasizes the Importance of Carefully Considering LLC Agreement Provisions

Common sense might lead one to expect that a controlling stakeholder has the power to replace the manager of a limited liability company (LLC), but this might not be the case when the underlying LLC agreement provides...more

Physician Affiliations With Hospitals: Practical Tips for the Physician Practice When Entering Into a PSA

Due to the continuing uncertainties surrounding the health care delivery landscape, physicians are increasingly looking at alternatives to secure their survival. Historically, physicians have turned to their local hospital...more

Third Circuit affirms dismissal of False Claims Act suit, citing contract ambiguity

Ambiguous contract terms are ordinarily a liability for government contractors, opening the possibility of misunderstandings, expensive disputes, and, potentially, unpaid additional work. However, contract ambiguity recently...more

Yet Another Reminder on the Importance of Careful Drafting of Termination Clauses…

As if employers needed one, we now have yet another decision invalidating a termination provision for failure to comply with the Employment Standards Act, 2000 (the “ESA”): Miller v. A.B.M. Canada Inc., 2014 ONSC 4062...more

Sourcing Reference Guide - A reference tool for customers and service providers explaining current best practice and thinking from...

IN A NUTSHELL This reference guide explains sourcing agreements: how they are structured and the key considerations and issues which shape them. However before considering the agreement itself, it is useful to understand...more

Key Issues in Drafting Indemnification Clauses

Many agreements involving stock or asset purchases contain indemnification clauses – that is, clauses under which one party to the agreement promises to indemnify the other party in the event of future losses arising from the...more

Warning from the U.S. Supreme Court: In Contracts, Preselect Your Forum Carefully

When litigation actually ensues, however, a party might regret agreeing to the forum in the clause. Imagine if that litigant files suit in a different forum. Can the other party enforce the clause and move the case to the...more

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