Contract Interpretation

News & Analysis as of

Second Circuit Considers "No Oral Modification" Clause in Helicopter Contract - The Court Examined Exceptions to "No Oral...

The Second Circuit recently issued a summary decision concerning the scope of a "no oral modification" clause in contracts governing the sale of helicopters. The underlying dispute involved three separate helicopter purchase...more

Bankruptcy Courts Fail to Enlighten on Electricity as Goods or Services

Is electricity goods or services? That seemingly simple yet confounding question is illustrated by three recent bankruptcy cases (all of which consider whether an electricity provider is entitled to an administrative expense...more

“Harmonizing” Contract Language Leads Two Circuit Courts To Deny Arbitration

Two parties recently convinced federal circuit courts that the language of their arbitration agreements was not sufficient to compel arbitration of their disputes. Both cases turned on how courts “harmonize” language from...more

ev3, Inc. v. Lesh, C.A. No. 515, 2013 (Del. Sept. 30, 2014)

In this en banc Memorandum Opinion, the Supreme Court reversed the Superior Court’s denial of the defendant-below’s motion for a new trial following a jury verdict and remanded the case for a new trial. The Supreme Court...more

Ninth Circuit Court of Appeals Demands More from Website Operators Before Terms of Use Will Bind Users

The Ninth Circuit’s recent opinion in Nguyen v. Barnes & Noble Inc., No. 12–56628, August 18, 2014, US 9th Circuit, provides insight regarding courts’ treatment of Internet-based contracts of interest to those operating in...more

Fifth Circuit Requests Input from the Supreme Court of Texas Regarding Interpretation of Commercial General Liability (“CGL”)...

The rule courts generally employ to interpret undefined words in insurance policies — essentially, to look to the words’ plain or ordinary meaning — sounds simple. However, many times, there is more than one meaning of such...more

New York State Court Rules That Darwin Has Duty to Defend but AIG Does Not, for Same Risk, Based on Differing Policy Language

New York state court Judge Shirley Werner Kornreich recently ruled that American International Group, Inc. (“AIG”) didn’t have to pay certain defense costs for various suits brought against QBE Holdings, Inc. and its...more

Health Plans Petition the Supreme Court to Determine Whether FEHBA Preempts State Anti-Subrogation Statutes

The Federal Employees Health Benefit Act (FEHBA) governs federal employee health plans and contains a broad preemption clause comparable to the one found in ERISA.1 Despite the similarity, state and federal courts are split...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

‘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

153 Results
|
View per page
Page: of 7