Contract Drafting

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4 Steps to Drafting a Contract to Your Client’s Advantage

Yes, drafting a contract takes a lot of work. But it generally takes less time to draft a contract document that advances your client’s interests than it does to modify another party’s document to achieve that result. So...more

Commercial Real Estate Sellers - Ten Additions to a Buyer's Contract

When a seller and a buyer agree upon the terms for the sale of a commercial property the next step is often for the buyer to prepare the first draft of a Contract, which embodies those terms, as well as other customary...more

Comprehensive Joint Venture Agreements

In this presentation: - What Is A Joint Venture - About Joint Ventures - Structuring A Joint Venture - Joint Ventures: Management Structure And Labor - General Provisions That Must Be...more

Leases: Avoid Unnecessary Headaches With Precise Drafting

Charter v. Kearney (In re Colen), 516 B.R. 618 (Bankr. D. Or. 2014) – A chapter 7 trustee sued the tenants’ landlord to recover payment of a fee that he contended was illegal under state law. The issue turned on...more

Structuring an Agreement Among Owners

When forming a new technology company, there are very few documents as important (and unfortunately, as overlooked) as a Shareholders’ Agreement. The discussion in this post is couched as an agreement among shareholders of a...more

OFAC Sanctions Compliance Provisions in Agreements

Due to costly settlements secured by U.S. regulatory agencies, banks, insurers, and corporations are increasingly inserting rigorous OFAC sanctions compliance language into their credit agreements, insurance policies, and...more

Social Media and Non-Solicitation Covenants – Another LinkedIn Cautionary Tale, but this One for Employers

Those of you who joined us for our November 13 webinar on “Post-Employment Solicitation of Customers & Employees in the Social Media Age” will be interested in a recent social media-related non-solicitation case from...more

Death By Typo: Seventh Circuit Confirms That Security Agreements Must Be Error-Free

The most common, or at least the most preventable, way for a security interest to perish involuntarily is a drafting error made by the author of the security instrument. The Seventh Circuit recently confirmed a security...more

Banks Beware! Parol Evidence May Not Correct Drafting Errors When Enforcing Security Agreements

Secured transactions typically include two key documents, which are often executed simultaneously: a promissory note memorializing loan and repayment terms executed by the borrower in favor of the lender and a security...more

If You Are a Third-Party Beneficiary, Make Sure the Contract Is Crystal Clear!

In Be Clear if You Want to Have a “Third-Party Beneficiary” in Your Contract, I discussed that if in-house counsel wanted to ensure that a person or entity achieved the status of a third-party beneficiary, it was critical to...more

Considerations for Employee Benefit Programs That Benefit Employers and Employees

Employers must compete in the marketplace for talented employees at every level—both in recruitment and retention. It is thus in employers’ best interests to provide employee benefit plans that are attractive to employees and...more

Don’t Slip Up: The “Boilerplate” Provisions of Your Contracts Deserve Equal Attention

No one would knowingly pay little heed to such a potentially treacherous condition, yet every day in contract negotiation parties devote the vast majority of their efforts to the business terms, while glossing over the...more

EEOC’s Tough Stance on Employee Separation Agreements

Employers like separation agreements. Separation agreements, of course, are contracts that employees sign when their employment is terminated that allows them to be paid severance and in exchange they usually give up the...more

Sample Antitrust-Related Provisions in M&A Agreements

In this article: - Definitions - Representations and Warranties - Conditions Precedent - General Efforts Covenants - Conduct of Business Covenants - Merger Control Filing...more

Five Ways to Avoid Litigation

The reality of today’s world is that we live in a litigious society. Litigation is an expensive endeavor to all parties involved, not just financially, but also the lost opportunity costs associated with the amount of time...more

A Cautionary Tale: English Courts Further Depart from a Traditional Approach to Liquidated Damages in Unaoil v Leighton

In September 2014, the Commercial Court handed down an unprecedented decision, finding that a liquidated damages ("LD") clause in a contract was a "genuine pre-estimate of loss" at the time the parties entered into the...more

Liquidated Damages in Your Contract? Not So Fast

Parties often include terms in a contract providing for predetermined damages, or liquidated damages, in the event of a breach by one of the parties. In construction contracts, liquidated damages provisions typically apply to...more

Buy-Sell Considerations: Are Valuation Formulas Effective?

I see many types of buy-sell agreements in the course of my work, including stock transfer, close corporation and shareholder agreements. And, unfortunately, I also see many that contain ambiguous terms or outdated...more

Quirky Question #245, Last chance agreements

We operate a manufacturing plant with a union workforce where new employees begin with a 90-day probationary period during which they are not yet members of the union. I recently hired a guy who refused to work overtime on...more

2014 Autumn Review – M&A Legal Developments

We set out below a number of interesting English and European court decisions which have taken place and their impact on M&A transactions. This Insight looks at these developments and gives practical guidance on their...more

Is that Covered? Insurance and Indemnity Clauses

Many contracts contain clauses requiring parties to carry insurance and to agree to indemnify one party or another in the event of a lawsuit. Such language is typical in lease agreements, distribution contracts, and...more

Arbitration vs Forum-Selection Clauses: Chicken & Egg Dilemma?

Last week the Fifth Circuit weighed in on how inartfully crafted arbitration and forum-selection clauses might trump one another. Together with recent decisions from the Second and Ninth Circuits – each with cert petitions...more

Second Circuit Considers "No Oral Modification" Clause in Helicopter Contract - The Court Examined Exceptions to "No Oral...

The Second Circuit recently issued a summary decision concerning the scope of a "no oral modification" clause in contracts governing the sale of helicopters. The underlying dispute involved three separate helicopter purchase...more

Et tu, Brutus? Yet Another New York Court Offers Guidance on the Do’s and Don’ts (Mostly Don’ts) in Post-Employment Restrictive...

A recent non-compete case out of a New York County court offers employers valuable drafting tips on non-compete and non-solicitation provisions....more

No “Harmony,” No Arbitration

When AmeriPlan terminated contracts with numerous “independent business owners” (“IBOs”), four IBOs—who had achieved the rank of Sales Director and earned “lifetime residual income” through commissions from their own...more

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