News & Analysis as of

Contract Formation

Supreme Court Holds Federal Arbitration Act Preemption Applies To Contract Formation Rules

by Carlton Fields on

Last week, the U.S. Supreme Court rejected the Kentucky Supreme Court’s use of a clear-statement rule to require that powers of attorney specifically authorize a representative to enter into an arbitration agreement, finding...more

What State’s Law Applies To A Non-Compete Agreement And Why Does It Matter?

by Fox Rothschild LLP on

Employers frequently require employees to sign confidentiality and non-competition agreements. In most jurisdictions, these agreements are both lawful and prudent provided that they are carefully drafted. In my...more

Just How Much Power Does Your LLC’s Manager Have?

In a recently published decision — Western Surety Co. v. La Cumbre Office Partners LLC — a California Court of Appeal tackled the issue of LLC managerial authority from a different angle. The central issue in the case was...more

Establishing a contract: subsequent negotiations and inconsistent intentions

by Allen & Overy LLP on

When determining whether parties had validly entered into a contract, the Court of Appeal held that it was wrong to disregard subsequent communications which were inconsistent with the existence of a contract: (1) Global...more

California Court Rejects Verbal Rent Credit Agreement, Finds Building Managers Are Not Exempt From Check Stub Law

On December 1, 2016, a California Court of Appeal, in an unpublished decision, issued a ruling addressing the scope of both California Industrial Welfare Commission Wage Order 5-2001’s minimum wage rent credit and California...more

Land Court Finds that Texting Can Bind Parties

by Bowditch & Dewey on

The Massachusetts Land Court has held that text messages may form a binding contract in connection with the sale of real estate!! While neither punctuation nor colorful texting acronyms can make this decision more noteworthy...more

Don’t Be Inconspicuous: Disclaiming the Implied Warranty of Merchantability

by Foley & Lardner LLP on

Some of the most important terms in any contract for the sale of goods are the warranties that apply to the goods. In addition to any express warranties made by the seller, the law implies certain warranties in some...more

Employing Minors in the Entertainment Industry: A Primer for Employers Doing Business in Canada

Employers that hire minors must comply with a myriad of special rules designed to protect the minor employee from, among other things, dangerous work, exploitation, and abuse. Legislators and courts have gone to great...more

Court of Appeal confirms relevance of communications subsequent to an alleged contract

by White & Case LLP on

Contract negotiations necessarily involve much toing and froing between the parties, but at what point does the contract become final? When can you stop taking further exchanges into account and what is the effect of "subject...more

Commercial Contract Risk in 2017

by Foley & Lardner LLP on

Coming off a record year in car sales, it’s expected that warranty and recall costs will continue to be on the rise. With that in mind, it’s vital that OEMs and suppliers have both their foreign and domestic contracts in...more

Who is authorized to bind your family business to contracts?

by Murtha Cullina on

A family business’ significant commercial relationships are usually reflected in written agreements. But who is authorized to sign those agreements and to bind the company to the terms? Typically, a company’s management will...more

[Event] A Nuts-and-Bolts Conversation About Terms of Use for Websites, Software and Contracts - March 2nd, Seattle, WA

by BakerHostetler on

BakerHostetler invites you to join us for a one hour complimentary seminar (followed by Q&A) offering practical considerations for managing risk and liability in online and other contracts. Our session will cover trending...more

Debt Dialogue: January 2017

This month’s issue of Debt Dialogue address handover of records to a substitute collateral manager (in the Tilton litigation), the EU bail-in rules, the interplay of Section 3(c)(7) of the Investment Company Act and rights of...more

NY Court of Appeals Clarifies What May Constitute a Binding Agreement in the Sale of Syndicated Loans

A unanimous New York Court of Appeals recently held that the acceptance of an auction bid for the sale of a syndicated loan may constitute a final and binding trade, even if there is language indicating that the agreement is...more

Can a PA Employer be Liable to its Employees for a Data Breach?

It’s a nightmare scenario for any employer: you’ve been hacked. Thousands of your employees’ names, birthdates, Social Security numbers, and bank account information have been stolen. This information is used to file...more

Do Outsiders Have Standing?

by Allen Matkins on

One of the essential elements of a contract is the consent of the parties. Cal. Civ. Code § 1550(2). When a party is not a corporation, there is always a question of whether the person or persons signing the contract have...more

Court Refuses To Enforce Arbitration Clause Due To Lack Of Mental Capacity

by Winstead PC on

In Oak Crest Manor Nursing Home, LLC v. Barba, a plaintiff sued a nursing home for negligently allowing a patient with mental disorders to leave the facility and jump from a bridge in an attempt to commit suicide. No....more

The scourge of email negotiation - beware: Lessons from Vancouver Canucks Limited Partnership v Canon Canada Inc.

by Dentons on

Email. Casual, quick and efficient – seemingly harmless. Much ink has been spilled in the past 18 months about former Secretary Hillary Clinton’s use of private email accounts, raising questions about emails and the proper...more

Want to Arbitrate? Not So Fast. California Court of Appeals Decision Illustrates Limits to Contractual Obligation to Arbitrate

by Selman Breitman LLP on

On December 27, 2016, the California Court of Appeals published a decision on the enforceability of an Alternative Dispute Resolution Agreement (the "Agreement") in the context of an employee-employer relationship.? The issue...more

Commercial Division Refuses to Disturb Judgment Based On “Newly Discovered” Evidence That Was Available in Russian Public Records...

What is the ability of a litigant in the Commercial Division to use evidence located in the public records outside of the United States to re-open a New York court judgment? On December 7, 2016, in Alexander Gliklad v....more

Using Electronic Signatures

Over the last decade, electronic signatures have become ubiquitous. As a society, we have become accustomed to the ease and convenience of clicking the “I Accept” button when a cell phone company updates its terms and...more

Mercury signing – guidance on the execution of documents

by Reed Smith on

Following the decision in the Mercury Case, a practice of ‘virtual signings and closings’ has developed to avoid the logistical problems in getting a document signed. This guidance provides a non-exhaustive range of options...more

Ledcor: Taming Sattva’s Wild Horse of Contractual Interpretation for Standard Form Contracts

by Field Law on

The Supreme Court of Canada’s unanimous decision of Sattva v. Capital Corp. v. Creston Moly Corp., 2014 SCC 53 opened the barn door and let loose a wild horse in terms of the scope and the availability of the use of the...more

Contract Corner: Term (Part 1)

by Morgan Lewis on

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

No Good Deed Goes Unpunished

Discovering the origin of the aphorism that “No Good Deed Goes Unpunished” is difficult, but understanding its meaning is instantaneous. When doing a good act, do not expect a reward. In fact, the “reward” may be a...more

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