Contract Formation

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Counterpart Execution in Scotland

In this article, published in The Scotsman ("Sign of the times for Scots law documents"), Jonathan Gaskell looks at the introduction, into Scots law, of the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 -...more

How to “Score” a Contract from the Red Zone

Football pundits like to discuss Red Zone effectiveness. Driving to the goal line doesn’t much matter if you don‘t score. So, why would a negotiating party fail to score an enforceable contract while negotiating from the Red...more

Blog: The Importance of Online Agreements on UK Websites

The Terms of Use Agreement (“TOU”) and the Privacy Policy found on most websites govern the relationship between the website operator and all of its customers. Although it may be tempting to copy and use online agreements...more

Atlanta Rapper Rich Homie Quan Seeks Cancellation or Transfer of Trademarks and Over $2,000,000 in Damages

Think It's A Game Entertainment, LLC ("TIG"), an Atlanta-based production company, Fly Merchandise Enterprises, LLC ("Fly"), and Girvan Henry ("Henry"), have left Atlanta rapper Rich Homie Quan feeling "some type of way."...more

Farewell From Drafting Points

Alas, my time at Reed Smith has come to an end and with it comes the end of Drafting Points. Writing posts for the blog has been an enjoyable and cathartic process for me. Some key take-aways from the posts...more

ABA California Lending Law- Section X

A. Loan Commitments - Under California law, a loan commitment, which is commonly set forth in a commitment letter, is binding on a lender only if the commitment letter contains all of the material terms of the loan and...more

Do We Have a Deal or Don't We?

How do you know when you’ve reached a final, binding agreement for a real estate transaction? Often one party to a lease, purchase agreement or real estate agreement, or covenant believes the parties have reached a final...more

North Carolina Business Court Recognizes Duty to Negotiate Contracts in "Good Faith"

Until there’s a binding contract, are you free to walk away from negotiations without penalty? Not necessarily. The North Carolina Business Court recently held that in certain circumstances parties have a duty to negotiate in...more

Did It Need To Be In Writing?

Surratt v. Brown, 2015 NCBC 72, decided last week by the Business Court, involved an oral partnership to open and operate tattoo parlors throughout North Carolina. Plaintiff and Defendant entered into an partnership...more

When is a "contract for the sale of goods" not a contract of sale of goods?

A recent decision in the English Commercial Court has potentially significant ramifications for the shipping and trading industry. This decision will be of interest to...more

Delaware USDC Analyzes Contract Integration; Remands to Bankruptcy Court for Debtor to Assume or Reject One Integrated Agreement

On July 13, 2015, the United States District Court for the District of Delaware issued a memorandum opinion in Huron Consulting Services, LLC v. Physiotherapy Holdings, Inc. et al., Civ. No. 14-693-LPS. Chief Judge Leonard...more

Validity Of Preliminary Contractual Arrangements

The United Sections of the Italian Supreme Court (Corte di Cassazione a Sezioni Unite) recently issued a remarkable ruling in relation to the validity of Italian law preliminary agreements contemplating the subsequent...more

Ryan Hong Discusses Important Contracts for Startups [Video]

Ryan Hong spoke on “The Evolution of the Media Company” panel at the Silicon Beach Fest on June 25th, 2015, at the Marina Del Rey Hotel in Marina Del Rey, Ca. He discussed legal issues that advertisers, technology companies,...more

What Happens When the Construction Contract is Not Signed and the Work is Underway?

Although it seems self-evident that participants to a construction project would not want to commence work without first obtaining signatures on a written contract, it happens all too frequently, even on big projects. At...more

When You Can and Can’t E-Sign

The definition of “signed” in the UCC includes “any symbol,” as long as it’s “executed or adopted with present intention to adopt or accept a writing.” Com C §1201(b)(37). E-Sign extends this approach to electronic...more

Meeting of the Minds at the Inbox: Some Pitfalls of Contracting via Email

We have had a number of clients run into issues relating to whether or not an email exchange constituted a binding contract. This issue comes up regularly when informality creeps into negotiations conducted electronically,...more

Contracting with foreign entities and electronic signature under English Law: Getting the execution right

You've managed to agree the deal; all that's left is to sign the documents. That's the easy bit, correct? So you might think, but it is important to be careful not to slip up at this final stage, particularly when contracting...more

California Court Allows Employee to Disaffirm Arbitration Agreement Due to Age

We thought we'd heard everything! This is a new one, that's for sure. It's no secret that employees try to wiggle out of arbitration agreements all of the time. There are the usual digs: the agreement was buried in the middle...more

Technology And The Workplace

How Email And Texting Are Transforming Business Interactions - The automotive industry has embraced technology. Most dealerships have installed business development centers, and Internet departments to attract the...more

When Does an Email Form a Legally-Binding Agreement? Ask the Canucks.

A recent decision from the British Columbia Court of Appeal provides an important reminder when communicating by email regarding the negotiation of the terms of an agreement: Just because you haven’t signed a contract,...more

There Two Ways To Create An Obligation And Six Ways To Extinguish It

The California defines an “obligation” as “a legal duty, by which a person is bound to do or not to do a certain thing.” Cal. Civ. Code § 1427. An obligation is created in one of two ways: by contract or by operation of...more

Chuck Yeager’s Latest Suit Pulls Out of Nose Dive - Yeager et al. v. Fort Knox Security Products

Over the years, well-known aviation figure and retired United States Air Force general, Charles E. “Chuck” Yeager (Yeager) has been engaged in numerous legal disputes, including several lawsuits that Yeager has filed against...more

Specify When and Under What Circumstances Your Contract Will End

It makes perfect sense that when entering into a new business relationship the parties (and their counsel) are keenly focused on getting things started. While there is nothing wrong with this, sometimes parties forget to...more

Recent California Decisions Reinforce Need for Care in Electronic Contracting

In mid-1999, the National Conference of Commissioners on Uniform State Laws, responding to an intensifying reliance on electronic communications and a corresponding need for clarity as to the legal enforceability of...more

Please can I have your Autograph Mr Ramsay!

You might have seen some of the recent media coverage of Gordon Ramsay’s court case relating to a personal guarantee given to his landlord that was signed using an “automated pen” operated by his estranged business partner...more

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