Contract Formation

News & Analysis as of

To Click or Not to Click? Ninth Circuit Rejects Browsewrap Arbitration Clause

In Kevin Khoa Nguyen v. Barnes & Noble Inc., 2014 U.S. App. LEXIS 15868 (9th Cir. 2014), decided on August 18, 2014, the Ninth Circuit rejected an attempt to bind a consumer to an arbitration clause found in an online terms...more

Is Your Arbitration Agreement Still Enforceable in Missouri After Baker v. Bristol Care, Inc.?

This summer, the Missouri Supreme Court issued a decision that will affect arbitration agreements relied on by employers across the state. The decision—one of many in a recent trend of Missouri cases restricting the...more

Start-ups: Don’t Get Beat(s) Down, Learn from MONSTER’s $3 Billion Mistake

When there’s a huge pile of money staring you in the face, it’s easy to overlook some of the potential pitfalls. But a recent $3 billion monster deal provides a cautionary tale for businesses negotiating make/break the...more

Best Practices in Drafting U.S. Government Subcontract Terms and Conditions

Federal government subcontracts are a hybrid between commercial contracts governed by state law (such as, for the sale of goods, the Uniform Commercial Code) and government contracts governed by the Federal Acquisition...more

Insurance – Broker v. Agent Status as Affecting Liability Against Insurer

Douglas v. Fidelity National Insurance - California Court Of Appeal, First Appellate District (August 29, 2014) - Persons who solicit, sell or negotiate insurance contracts are known generically as “producers,”...more

Real Estate Tip – How well do ‘one-size-fits-all’ leases really fit?

Many Maine landlords use the Maine Commercial Association of Realtors Commercial Lease as their ‘one-size-fits-all’ lease form. The form covers most topics that most landlords and tenants want to address. Landlords and...more

English Contract Law and Oral Contracts - Your Word May Still Be Your Bond

Verbal contracts have their place in English law - Whether it was American movie mogul Samuel Goldwyn or the Australian/Irish politician Bryan O’Loghlen who first said, ‘A verbal contract isn’t worth the paper it’s...more

2014 Amendments Affecting Delaware Alternative Entities and the Contractual Statute of Limitations

On August 1, 2014, amendments to Delaware’s alternative business entity statutes, as well as the statute of limitations applicable to Delaware contracts, became effective. These amendments (the “2014 Amendments”) represent a...more

Shipping 2014: United States

When does title in the ship pass from the shipbuilder to the shipowner? Can the parties agree to change when title will pass? Unless otherwise agreed by the parties, title to the vessel passes when the shipbuilder...more

Florida High Court to Decide Whether Statute of Frauds Applies to Oral Agreement to Split Lottery Winnings

On June 20, 2014, the Florida Supreme Court accepted review of a Fifth District decision that certified the following question of great public importance...more

New – Agile Software Development Contract Template

The DLA Piper IPT team in Edinburgh has developed an innovative new contract template which they are piloting with selected clients. The template is an agile software development contract. Agile methodologies (such as...more

Miscellaneous Contract Provisions: The Part You’re Not Reading

sheer volume of contracts individuals and businesses see regularly, oftentimes makes it difficult to read and understand each and every provision of every contract. The “miscellaneous provisions,” typically found at the very...more

Business Litigation Reporter -- June 2014

Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...more

New Jersey Court Okays Provision in Job Application Reducing Statute of Limitations

In Rodriguez v. Raymours Furniture Co., Inc., No. A-4329-12T3, 2014 WL 2765273 (App. Div. June 19, 2014), New Jersey's Appellate Division upheld a provision in a job application that limited the time in which an employee...more

Legislature Enacts “5 Second Rule” For Electronic Contracts To Sell Real Property

The Statute of Frauds has been a part of Anglo-American jurisprudence for centuries. It made its first appearance in the wake of the English Civil War (yes, they had one too but for very different reasons) when King Charles...more

Digital Insights & Trends: The Future of Regulation in the Digital Economy

As legal advisors to providers in the digital world, we are always thinking about regulation – whether it is coming, when it is coming, and what it will mean for our clients. After all, it is our mission to keep you on the...more

EU consumers’ right of withdrawal: new conditions to apply for distance selling and off?premises contracts on 13 June 2014

The new Directive n° 2011/83/EC of 25 October 2011 on consumer rights (the “new Directive on Consumers Rights”) provides a harmonized 14-day right for consumers to cancel their orders and to be reimbursed. These new...more

A Contract to Repair a Vessel Is a Maritime Contract, but a Contract to Sell a Vessel Is Not.

In this case, an insurance company sued Mercury Marine and First Choice Marine after a boat dropped off for repairs was stolen from First Choice’s premises. The insurance company brought a subrogation claim, standing in the...more

Deconstructing a Letter of Intent for Business Owners, Part 1

I recently appeared on an episode of the Private Equity FunCast: “The Art (and Science?) of the LOI” to talk deal terms with private equity masters Devin Mathews and Jim Milbery. This well-spent hour got me thinking about...more

Cayman Islands: The Contracts (Rights of Third Parties) Law 2014

The Contracts (Rights of Third Parties) Law 2014 (the Law) came into force on 21 May 2014. Subject to certain exemptions, the Law allows for the direct enforcement of contractual rights by third parties in contracts to which...more

Say What??!! When is There an Enforceable Agreement in the Subcontractor Bidding Process?

A major development and infrastructure project is announced that will provide significant work to a construction manager, general contractor (“GC”), and many subcontractors (“Sub”) across the building trades. The architect...more

Are You Awake?

A recent decision I came across reminded me that while sometimes the law is complex, sometimes it only sounds complex but is really just common sense. In Justice Gray’s decision in Bhuvanendra v. Sivapathasundram et al, 2014...more

Avoiding Litigation: What Every Growing Company Should Know Now — Before It Is Too Late

The growth of business opportunities in the Bakken region is impressive and looks to continue on an upward trajectory for years to come. Companies that might have been small—or non-existent—just 5 years ago are growing at a...more

Combined “Prevention of Shipment” clause replaces Prohibition, Force Majeure and Strikes clauses in standard grain trading...

The Grain and Feed Trade Association ("GAFTA") contracts have traditionally dealt with the consequence of Prohibition, Force Majeure and Strikes by way of independent stand-alone clauses. As of 1 June 2014, a single...more

Cloud Computing: Evolving Contracting Practices

The explosion of cloud computing is creating new common standards and changing industry contracting practices for access to these services. Cloud services providers tend to provide standard contractual terms that are largely...more

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