News & Analysis as of

Contract Drafting

Reasonable Endeavours and Implied Duties of Good Faith: A Case Update

by Reed Smith on

This alert focuses on clauses in commercial contracts which require a party to use ‘all reasonable endeavours’ and their relationship with the limited implied duty of good faith under English law. We look in particular at the...more

New California Law Eases Indemnification Duties For Design Professionals

by Fox Rothschild LLP on

California has enacted a new law limiting indemnification obligations, including the duty and cost to defend, that can be imposed on design professionals with respect to all service contracts. The measure, which takes...more

Risk Mitigation and Allocation Strategies in Contract Drafting for Terminal Services Agreements

by Dentons on

A terminal services agreement (TSA) is a contract for a mining producer/shipper to warehouse and through-put its product en route to its customers. The following article outlines a number of ways TSAs can be drafted to...more

How to Negotiate a Lease to Protect Your Business: Top 10 Tips for Retail Tenants

by Williams Mullen on

Below is a key list of 10 tips that retail tenants should consider when negotiating their commercial lease agreements. Hire a Broker - Other than consulting an attorney, hiring a knowledgeable commercial real estate...more

Insurance Coverage for Property Damage Caused by Defective Workmanship

by Pepper Hamilton LLP on

One of the principal points of contention between insurers and insureds is whether defective construction work is, or can be, an occurrence, thereby triggering coverage. Originally published in ConsensusDocs (Vol. 3,...more

Drafting Contracts under the New Revenue Recognition Standard

The new revenue recognition standards under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to public companies for annual reporting periods beginning after December 15, 2017. While much time and...more

Appellate Court Notes

by Pullman & Comley, LLC on

Supreme Court Advance Release Opinions: - SC19576 - Briere v. Greater Hartford Orthopedic Group, P.C. - SC19576 Concurrence - Briere v. Greater Hartford Orthopedic Group, P.C. One might argue this decision...more

What is Builders’ Risk and Why Do We Need It?

In negotiating construction contracts, the parties may ignore or give little attention to the project’s insurance requirements. Insurance provisions are oftentimes left untouched on the standard industry forms. One...more

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Navigating the Lifecycle of an Eponymous Brand (Part 2)

In this three-part series, we identified at least three distinct seasons in the lifecycle of an eponymous brand: (1) Choosing the Brand, (2) Commercialization, and (3) Legacy of the Brand. In Part 1, we discussed "Choosing...more

‘Home Improvement’ decision may provide tools for drafting, managing CAM in commercial leases

by Thompson Coburn LLP on

In California, commercial lease tenants typically pay a portion of the common area maintenance expenses or "CAM." Commercial leases also generally include the right of the tenant to audit the landlord's CAM statement each...more

Blog: When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes

by Cooley LLP on

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. While most disputes were not...more

Global Private Equity Newsletter - Spring 2017 Edition: Like Bigfoot, a Clear and Settled Definition of “Consequential Damages”...

by Dechert LLP on

A recent decision from the Delaware Chancery Court adds a twenty-first century interpretation to the common law doctrine of consequential damages which has roots reaching back to English contract law. This decision highlights...more

UK: Wood v Capita Insurance Services Limited

by Hogan Lovells on

Be aware of drafting (or seeking to interpret) a contractual indemnity provision in isolation. Appreciating the wider contractual context will avoid surprises. The Supreme Court has held that the indemnity clause in an...more

Revisions to ConsensusDocs® Design-Bid-Build Standard Forms

Every construction project has a contract (written, preferably), and they often vary in size and scope depending on the nature and complexity of a project. Many construction industry participants have developed their own...more

Settlement Agreements: No 'one size fits all' approach

by White & Case LLP on

In light of recent case law, Stephen Ravenscroft and Sarah Taylor discuss the importance of using clear wording when drawing up a settlement agreement. Settlement agreements are a very useful tool for an employer. They...more

How a Comma Could Cost You

by Davis Brown Law Firm on

Few people actually remember all those pesky grammar rules we learned in school. But you can bet that a company in Maine will not be forgetting its comma rules anytime soon....more

UK: Employee Post-Termination Restrictions Under English Law: Five Things You Need To Know

by Dentons on

It is often the case that the drafting of post-termination restrictions only comes into focus on enforcement. Ideally, however, the careful drafting of such restrictions should be a priority when drafting employment contracts...more

Workwise: Don't Skimp on Statutory Minimums: Drafting an Enforceable Termination Clause

by Field Law on

The recent decision of the Court of Appeal for Ontario in Wood v. Fred Deeley Imports Ltd., 2017 ONCA 158 (Wood), once again highlights that employers must be very careful when it comes to drafting termination clauses as a...more

China: Application of Non-Competes To Protect Business Secrets

by Dentons on

An enterprise may have no patents or trademarks, but definitely have business secrets. Business secrets—the enterprise’s core information assets—are important intangible assets that go to the core competence of the...more

Distribution Problems for US Companies in Europe and How To Avoid Them

by Bryan Cave on

Many US (and EU) companies operate in Europe with pricing and distribution policies which may breach EU competition rules. EU regulators are taking an increasingly tough line on pricing and online market place access. Robert...more

SC Supreme Court holds reservation of rights letters must be specific to be effective

by Dentons on

The Supreme Court of South Carolina has issued a decision that could have a great impact on how insurers issue reservation of rights letters. In Harleysville Group Ins. v. Heritage Group Communities, Inc., No. 27698,...more

Lack of Comma Means That Breaking Up Overtime Pay is Hard to Do: Litigation Trends

by CloudNine on

Breaking up is hard to do - Not since Neil Sadaka’s classic song has a “comma” meant so much. A class-action lawsuit about overtime pay for truck drivers has come down to punctuation and the lack of an Oxford comma has...more

Bankruptcy Dispute Regarding “Coolcore” Trademark Heats Up in the First Circuit

by Dorsey & Whitney LLP on

In December 2015, the TMCA blogged about a decision in In re Tempnology, LLC, in which the Bankruptcy Court for the District of New Hampshire held that a debtor’s rejection of a licensing agreement in bankruptcy terminated...more

Carefully Consider the Scope of Releases When Settling Claims between Family-Business Owners

by Murtha Cullina on

Litigation among family-business owners often ends with a negotiated settlement agreement instead of a trial and entry of judgment on the parties’ claims.  Through a settlement, the parties have the flexibility to agree upon...more

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