Contract Interpretation

News & Analysis as of

‘Entrepreneurs’ or Exploited Workers?

For years, employers have reacted to the size and breadth of employment laws and regulations in California by finding other means of classifying people who perform services for them. As a result, California employers today...more

Door-To-Door Selling Of Financial Instruments: Recent Clarifications By The Court Of Cassation

The interpretation of the scope of application of the investor’s right to withdraw from any contracts for the placement of financial products entered into door-to-door has again captured the attention of all players following...more

Can't You Hear Me Knocking? Amending ERISA

On October 15, 2013, the United States Supreme Court issued its opinion in Heimeshoff v. Hartford Life & Accident Ins. Co., 134 S.Ct. 604 (2013). The specific question before the Court in that case, as expressly stated by...more

Third Circuit: Federal Court Should Decide Whether An Arbitration Clause Authorizes Classwide Arbitration – Not The Arbitrator

The Third Circuit recently was presented with the question of whether, in the context of an otherwise silent contract, the availability of classwide arbitration is to be decided by a court rather than an arbitrator. The...more

Copyright and performance rights in an online video world

We can chalk up another Internet-prompted intellectual property frontier: performance rights. People have been performing for one another for centuries. But suddenly courts are grappling with performance copyright claims,...more

Eastern District Of Pennsylvania: Closing Protection Letter Does Not Constitute “Insurance” For Purpose Of Statutory Bad Faith...

Bancorp Bank v. Lawyers Title Insurance Corp. , No. 13–6103 , 2014 WL 3325861 (E.D. Pa. Jul. 8, 2014). Eastern District of Pennsylvania explains that while Closing Protection Letter may be an indemnity contract, it is...more

Drafting and Interpreting Indemnity Agreements: Living Forward, Understanding Backwards

Black’s Law Dictionary defines indemnity as one’s obligation to make good any loss, damage or liability incurred by another to a third party. Typically, this obligation arises within a larger contract, within which the...more

A Sea Change in the Interpretation of Contracts (and much more)

On August 1, 2014, the Supreme Court of Canada handed down a unanimous decision (Sattva Capital Corporation v. Creston Moly Corporation et al, 2014 SCC 53) that amounts to a sea change in the interpretation of contracts in...more

Sattva Capital Corp. v. Creston Moly Corp.: standard of review for contractual interpretation and arbitral awards

On August 1, 2014, the Supreme Court of Canada released its decision in Sattva Capital Corp. v. Creston Moly Corp., a case involving an arbitral award under the British Columbia Arbitration Act. In that case, the Court...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

Supreme Court of Canada Limits the Right to Appeal Commercial Arbitral Decisions on Issues of Contractual Interpretation

In Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 (Sattva), released August 1, 2014, the Supreme Court of Canada overturned the historical approach and held that contractual interpretation involves questions of mixed...more

As Samuel Goldwyn Reportedly Said: “Include Me Out”

A lawyer aims at precision that can never be achieved because of the bluntness of his tool – language. Consider the word “including”. Is it a term of enlargement or limitation? It is a term of enlargment when the intent is...more

A Guide to Contract Interpretation - July 2014

In this issue: - Introduction - Contract-Interpretation Flow Chart - Contract-Interpretation Principles And Case-Law Supplement - Determine the intent of the parties with respect to the provision...more

Un-Vacated: Appellate Courts Save Arbitration Awards

In SPX Corp. v. Garda USA, Inc., __A.3d__, 2014 WL 2708631 (Del. June 16, 2014), the Delaware Court of Chancery vacated an arbitration award (under its state arbitration act) after concluding the arbitrator manifestly...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

Ohio Supreme Court Upholds Pay-if-Paid Provisions - “Condition precedent” sufficient to transfer non-payment risk in subcontracts

The Ohio Supreme Court today held that when a subcontract makes payment by a project owner to the general contractor a condition precedent to the general contractor’s obligation to pay the subcontractor — the subcontract...more

Sourcing Reference Guide - A reference tool for customers and service providers explaining current best practice and thinking from...

IN A NUTSHELL This reference guide explains sourcing agreements: how they are structured and the key considerations and issues which shape them. However before considering the agreement itself, it is useful to understand...more

Third Circuit Holds Ambiguous Contract Precludes FCA Liability

The Third Circuit recently upheld summary judgment in favor of the defendant in U.S. Dept. of Transp. ex rel. Arnold v. CMC Engineering, a whistleblower suit alleging the defendant overbilled Pennsylvania’s Department of...more

Law Alert: Recent Connecticut Supreme Court Decision Demonstrates Importance of "End of Representation" Terms in Engagement...

In its recent decision in Flannery v. Singer Asset Finance Co., LLC, 312 Conn. 286 (2014), the Connecticut Supreme Court provided a perfect illustration of how important it is for a law firm to have in place a mechanism for...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

Leuthold v CBC: “Industry Practice” in Interpreting Contracts

When, if ever, can “industry practice” be used in interpreting contracts? That question is of particular relevance in the entertainment industries, as each facet of those industries (such as film, TV, music, book publishing,...more

Terminating a sportsperson’s contract for private conduct (the Todd Carney case)

On 28 June 2014, a photo was posted on social media of Cronulla Sharks’ Football Club five eighth Todd Carney engaging in a lewd act in a nightclub bathroom. The Cronulla Sharks acted swiftly, organising a teleconference with...more

After the Supreme Court's Limelight Decision, Attention May Shift to Contract Analysis in Patent Cases

In Limelight Networks, Inc. v. Akamai Tech., Inc., the Supreme Court unanimously held that there can be no liability for induced infringement of a patented method where the steps of the method are carried out by separate...more

In re El Paso Pipeline Partners, L.P. Derivative Litig., C.A. No. 7141-VCL (Del. Ch. Jun. 12, 2014) (Laster, V.C.)

In this memorandum opinion resolving cross-motions for summary judgment, the Court of Chancery dismissed in part claims challenging a drop-down sale governed by a limited partnership agreement that supplanted fiduciary duties...more

It Depends On The Meaning Of The Word "With"

The contractual interpretation issue before the Business Court in Schultheis v. Hatteras Capital Investment Management, LLC, 2014 NCBC 23, turned on the meaning of the word "with." Well, actually on the phrase "entering into...more

144 Results
|
View per page
Page: of 6