Contract Formation

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Transaction Letters of Intent

If you are selling or purchasing a business, the first document that is likely to be involved is a letter of intent. This is a document that sets out in brief terms the agreement of the parties on the key business terms of...more

Municipal Bond Market Absorbs Puerto Rico Supreme Court’s Decision that Teacher Pension Reform Legislation is Unconstitutional...

The latest swerve in the rollercoaster that is Puerto Rico public finance occurred on April 11 with the release of the Puerto Rico Supreme Court’s ruling striking down as unconstitutional the bulk of the territory’s teacher...more

The GPMemorandum, Issue 179 (Distribution Issue)

In this Issue: - Tying And Other Claims By Service Competitor Rejected: A federal court in Arizona has rejected various antitrust claims brought by a servicer of aircraft power units against a manufacturer of...more

Assigning Contracts: Making Sure Third Parties Know Who You Are

A conveyance of commercial real estate involves the same basic principles as the conveyance of residential real estate. Despite the agreements being for a larger value, closing dates, title searches, requisitions, and many...more

Unilateral Changes to Online Terms: do they work?

Consumers wonder what exactly has changed when they are confronted with a new set of online terms, in a cloud-based service, website terms or software license. We reviewed this issue in an earlier post, which looked at...more

Head in the Cloud? 5 Issues Every Cloud Contract Should Address

Companies are increasingly taking advantage of the benefits of using “cloud” based services. Those benefits include: - lower costs - rapid scalability - minimum or no upfront capital investment - pricing on a...more

Life Cycle Management Of Third Parties – Step 4 – The Contract

This post continues to outline what I believe are the five steps in the life cycle of third party management. Today I will look at Step 4, the contract. However, before we get to the contracting stage a word about what to do...more

Mainebiz Real Estate Insider: “But I Didn’t Sign Anything” – How Electronic Communication Can Lead to Unexpected Contracts

In a recent Maine case, McClare v. Rocha, the state’s highest court taught us how dangerous email exchanges can be. This case brought to light an issue: whether an exchange of emails between lawyers can create a contract for...more

The United Nations Convention on Contracts for the International Sale of Goods: What is It?

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is an international treaty governing the sale of goods. The United Nations Commission on International Trade Law drafted the CISG, which...more

Physician Obtains Injunction Preserving Clinical Privileges Despite Attempted Exclusive Contract

Despite the many cases acknowledging the right of hospitals to enter into exclusive contracts, there is always the issue of what happens with the existing clinical privileges and medical staff memberships of the physicians...more

English Contract Law: Your Word May Still be Your Bond

American movie mogul Samuel Goldwyn is widely quoted as having said, ‘A verbal contract isn’t worth the paper it’s written on.’ He is also reputed to have stated, ‘I’m willing to admit that I may not always be right, but I am...more

Business Litigation Alert: "Don’t Ignore the Forum-Selection Clause "

Ensuring Litigation Occurs Where You Want It - Companies often include a forum-selection clause in their written agreements to determine where any litigation proceedings will occur. Just as often, however, companies...more

Old Law, New Fit: Evergreen Notice Requirements for IP Service Agreements

Under §5-903(2) of the New York General Obligations Law, automatic renewal provisions in "contract[s] for service, maintenance or repair to or for any real or personal property" are unenforceable unless the service provider...more

Real Estate Tip – “But I Didn’t Sign Anything”

In a recent Maine case, McClare v. Rocha, 2014 ME 4, the state’s highest court taught us how dangerous email exchanges can be. The issue is whether an exchange of emails between lawyers can create a contract for the sale of...more

IP/Entertainment Law Weekly Case Update for Motion Picture Studios and Television Networks -- January 31, 2014: Atlantique...

French television production company Atlantique Productions, S.A. sued ION Media Networks, Inc. for breach of contract, and related claims, based on negotiations regarding U.S. television distribution of the internationally...more

Before You Enter an IT Contract, Plan Your Exit Strategy

It may seem counterintuitive, but one of the most important steps you should take before engaging a technology services provider is to prepare a plan for exiting the relationship. Why? A thoughtful IT exit strategy developed...more

If It’s Not In Writing, It Didn’t Happen: Oral Promises To Modify A Loan Are Not Enforceable

A recent decision issued by the California Court of Appeal will make it more difficult for plaintiffs seeking to avoid foreclosure. In Rossberg v. Bank of America, N.A., 219 Cal.App.4th 1481 (4th Dist. 2013), the California...more

Abort Fees: Make Sure You Engage

In the second half of 2013 the case of Daniel Stewart & Company Plc v Environmental Waste Control Plc [2013] EWHC 1763 (QB) raised points to consider when drafting abort fee provisions in engagement letters. ...more

Estimates in Letters of Intent Can Come Back to Bite

With the beginning of the new year, it is important to remember that letters of intent—and landlord generated items delivered pursuant to a letter of intent – have legal consequences, even when the terms of the letter of...more

Royalties from Horizontal Well Should Be Allocated Based on Productive Portion of Well, Not Its Entire Length

On December 20, 2013, the San Antonio Court of Appeals issued a decision concerning the proper construction of a contract used to allocate royalties from a horizontal well that traverses two separate properties. The decision,...more

Choice of Law in Contractual Fraud Claims: New York vs. Delaware

The core elements of a prima facie case of contract-related fraud are generally consistent from state to state. But within the basic elements of this cause of action are distinctions between states that become particularly...more

Global HR Hot Topic—January 2014: Employment Contracts Outside the United States

A Field Guide to Overseas Collective, Individual, Indefinite, Fixed-Term and Probationary Work Agreements - When a US organization sets out abroad and signs up staff overseas, the first obstacle it hits is deciding...more

Medicaid Providers: Do Not Omit Information on Your Medicaid Application or NC Ct of Appeals Says, “You Can Lose Your Medicaid...

We’ve all told our share of little, white lies, right? “Yes, honey, you look fantastic in that dress!” Or… “I never think about my ex-boyfriend!” But omissions are also lies. People have told me in the past that omissions...more

Construction Tip #7: Developers Should Not Rely Entirely On Standard Forms Of Construction Contracts

Anyone with experience in the construction industry knows that form construction contracts are routinely used to memorialize agreements for the construction of new projects. Standardized contract forms promulgated by various...more

CFPB extends diversity standards proposal comment period

The CFPB has extended the period for filing comments on its proposed policy statement establishing standards for assessing the diversity policies and practices of regulated entities relating to employment and contracting with...more

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