Contract Interpretation

News & Analysis as of

Ambiguities In Reinsurance Broker Agreement Preclude Summary Judgment

A federal district court in Arkansas recently examined provisions of a Broker Authorization Agreement between a reinsurance broker (Global Risk) and a ceding insurer (Aetna). In denying cross-motions for summary judgment on...more

FCPA Compliance and Ethics Report-Episode 45, Interview with Justice Ken Wise [Video]

In this episode of the FCPA Compliance and Ethics Report, I visit with Justice Ken Wise of the 14th Court of Appeals. We discuss contract drafting and interpretation, internal investigations and judicial ethics. ...more

Business Law Newsletter - March 2014

In This Issue: - The Hidden Power of Routine Contract Provisions - Bankruptcy: Preference Defendants Don’t Feel “Preferred" - What’s That Symbol All About? Protecting Your Trademarks with Proper Notice...more

Terminating Your Contract: Things to Remember Part 2

Let’s continue the discussion on issues to consider with regard to the termination of your contract. Most contracts have provisions governing what will constitute a breach or default and what the parties’ respective rights...more

Contractual Venue Provision Was Enforceable

In In re Mark Fisher and Reese Boudreaux, the Texas Supreme Court held that a contractual venue agreement was enforceable and overrode the statutory venue requirements for the plaintiff’s claims, including tort claims. The...more

Exchange Corp. v. Mississauga: Determining the Standard of Review in contractual interpretation cases

Contractual interpretation would seem to be a question of law, thus meaning that decisions interpreting contracts should be reviewed on a correctness standard. Sometimes, however, contractual interpretation becomes...more

The Gift That Keeps On Giving: CFTC’s Misaligned Definition of Forward Contracts Gives Rise to Another Potential Burden on LDCs...

In our recent post, “CFTC Forward vs. Trade Option: LDCs Still Struggle as Trade Option Reporting Deadline Looms,” we discussed the unintended impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act...more

Maryland Court of Appeals Agrees to Reconsider Maryland Common Law on Construing Insurance Contracts

On January 24, 2014, the Maryland Court of Appeals granted a petition for writ of certiorari filed by People’s Insurance Counsel Division and in doing so agreed to reexamine Maryland common law on construing insurance...more

In Drafting A Release, You May Want To Define “Affiliate”

It is not uncommon for a release to include not just the released party but affiliates of the released party. I suspect that it is far less common for a release agreement to actually define what is meant by “affiliate”. ...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

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

ENI Holdings, LLC v. KBR Group Holdings, LLC, C.A. No. 8075-VCG (Del. Ch. Nov. 27, 2013) (Glasscock, V.C.)

In this opinion granting in part and denying in part a motion to dismiss counterclaims, the Court of Chancery held that the parties to a stock purchase agreement (“SPA”) had contractually agreed to shorten to one year the...more

CASE NOTE UPDATE: Firodi Shipping Limited v Griffon Shipping LLC [2013] EWCA Civ 1567

On 10 December, The Court of Appeal upheld the judgment of Mr Justice Teare in Griffon Shipping LLC v Firodi Shipping Limited [2013] 1 Lloyd’s Rep 50, a matter involving a seller’s remedy in the event of non-payment of the...more

New York Federal Court Interprets Reinsurance Contract’s Arbitration Provision and Transfers Venue to Massachusetts

First State Ins. Co. v. Nat’l Cas. Co., No. 13 Civ. 0704 (AJN), 2013 U.S. Dist. LEXIS 142518, 2013 WL 5439143 (S.D.N.Y. Sept. 27, 2013). A cedent and a reinsurer were parties to various reinsurance agreements, each of...more

Court Of Chancery Holds That ‘Discovery Rule’ Cannot Toll Claims Beyond A Contractually Established Limitations Period

In ENI Holdings, LLC v. KBR Group Holdings, LLC, the Delaware Court of Chancery ruled that parties to a stock purchase agreement may shorten the limitations period for contractual recovery by way of a clause providing for the...more

A Lovely Review of Employment Contract Principles

In Lovely v. Prestige Travel Ltd., 2013 ABQB 467, the Alberta Court of Queen’s Bench ordered an employer to pay an executive level employee one year’s base salary, after it terminated his employment one year into a two-year,...more

Potential Limitations Placed on Unilateral Right to Modify Terms of Use

Contractual provisions giving a website operator the unilateral right to change its end user terms of service are ubiquitous and appear in the online terms of many major social media sites and other websites, including...more

Missing “At-Will” Language In Employment Agreement Leaves At-Will Status Up To The Jury, New Jersey Appellate Division Holds

In Halpern v. Marion P. Thomas Charter School, 2013 WL 4607437 (N.J. App. Div. Aug. 30, 2013) (unpub.), the New Jersey Appellate Division held that a teacher had overcome the presumption of at-will employment by showing that...more

Cooper Tire & Rubber Co. v. Apollo (Mauritius) Holdings Pvt. Ltd., C.A. No. 8980-VCG (Del. Ch. Oct. 25, 2013) (Glasscock, V.C.)

In this letter opinion, Vice Chancellor Glasscock denied a motion for judgment on the pleadings filed in connection with an expedited action in which the plaintiff Cooper Tire & Rubber Co. seeks specific performance of its...more

Exercising A Contractual Discretion And The Obligation To Act In Good Faith

GOOD FAITH & CONTRACTUAL DISCRETION When parties agree to include discretionary rights in their agreement, one party will have the right to determine the outcome of some matter in prescribed circumstances. It is well...more

Scripts - November 2013

In this issue: - New Wellness Program Rules for 2014 - Now That We Know The Basic Rules… Drafting Covenants Not To Compete To Maximize The Likelihood Of Enforcement - Excerpt from New Wellness Program...more

UK Capital Maintenance Principle May Restrict Damages Awards

Obiter dicta by High Court suggests that damages may not be available as a remedy where an English company breaches a contractual obligation and performance of that obligation would have required a breach of the "capital...more

Can You Define “Total Heating Bill”? Or is Your Contract Ambiguous and Unenforceable?

We previously discussed in broad terms that a valid and enforceable contract must have offer and acceptance, mutual exchange of something of value and definitive terms. But what does it mean for a term to be “definitive”?...more

“Manifest Disregard Of The Law” Is Alive And Well And Vacating Arbitrations In Fourth Circuit

The Federal Arbitration Act sets forth only four bases for vacating arbitration awards. See 9 U.S.C. § 10 (a). After SCOTUS’s 2008 decision in Hall Street, at least half of the circuit courts have concluded that those four...more

Legal Alert: Georgia Supreme Court Declines to Review Decision Regarding Limitation-of-Liability Clauses in Customer Contracts

This week, the Georgia Supreme Court denied a request to review a divided Georgia Court of Appeals decision with potentially far-reaching consequences for companies that do business in Georgia and rely on...more

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