Contract Interpretation

News & Analysis as of

Acting the Part: Ontario Court of Appeal Clarifies Use of Future Conduct in Contractual Interpretation

On December 2, 2016, the Ontario Court of Appeal (Court) provided new guidance on the principles of contractual interpretation in the wake of the Supreme Court of Canada’s 2014 decision in Sattva Capital Corp. v. Creston Moly...more

SC Court of Appeals Rules Against Absentee Guarantor - Power of attorney afforded normal contract interpretation rules

On August 3, 2016, the South Carolina Court of Appeals released First South Bank v. Rosenberg, Op. No. 5437 (S.C.Ct.App. filed August, 3, 2016) (Shearouse Adv.Sh. No. 31 at 75). In First Bank, the Court of Appeals considered...more

EFIH Noteholders Find Redemption for the Payment of Make-Whole Premiums

On November 17, 2016, the United States Court of Appeals for the Third Circuit issued a decision in which it held that holders of first lien notes and second lien notes of Energy Future Intermediate Holding Company LLC and...more

Option Contract Ruling Reversed by Texas Supreme Court.

North Shore Energy v. Harkins interpreted an Option Agreement between landowners and a producer over a 400 acre tract. In football they would say the Texas Supreme Court pancaked the plaintiff. In the law, some would call it...more

Ledcor: Taming Sattva’s Wild Horse of Contractual Interpretation for Standard Form Contracts

The Supreme Court of Canada’s unanimous decision of Sattva v. Capital Corp. v. Creston Moly Corp., 2014 SCC 53 opened the barn door and let loose a wild horse in terms of the scope and the availability of the use of the...more

Canadian Contractual Interpretation Just Got More Difficult

Supreme Court of Canada Revives Correctness Test for Interpreting Standard Form Contracts - There is a new exception to the new Canadian approach for reviewing the interpretation of contracts: a trial court’s...more

Mississippi Court Rejects Expansive Reading of Oral Construction Contracts

In McKean, et. al. v. Yates Engineering, 2015 Miss. App. LEXIS 446 (2015), the Court of Appeals of Mississippi affirmed the Circuit Court’s dismissal of four (4) plaintiffs’ personal injury claims stemming from the collapse...more

Class Action Arbitration after Dell Webb

Agreeing to arbitrate disputes, in lieu of traditional litigation, is not a new phenomenon. As consumers, we all contractually agree to arbitrate disputes on an almost daily basis. While not everyone may read the entire...more

Has the Seventh Circuit Court of Appeals Expanded the Grounds for Reviewing Arbitration Awards?

A fundamental tenet of arbitration is that arbitration awards are subject to very limited review and are rarely vacated due to an error in contract interpretation. The Illinois Uniform Arbitration Act sets forth just five...more

Cheyne Capital v. Deutsche Trustee Company: another securitisation dispute on contractual interpretation

Hot on the heels of a number of recent cases on the interpretation of securitisation documents comes Cheyne Capital (Management) UK (LLP) v. Deutsche Trustee Company Limited and another. In this case the Court of Appeal...more

Louisiana Partition Agreement: You Can’t Trade What You Don’t Own

Square Mile Energy LLC v. Pommier considered this language in a Louisiana partition agreement: “N.B: Included in this transfer are any and all mineral rights, when available, to Roxanne and all surface rights.” Did this...more

Arbitration Provisions – Class Action Claims

Sandquist v. Lebo Automotive, Inc. - Supreme Court of California (July 28, 2016) - Does the court or the arbitrator decide whether the parties to an arbitration agreement intended class arbitration where the...more

Construction Group News: Private Parties Powerless to Expand Scope of Court's Review of Arbitrator's Decision

The Massachusetts Supreme Judicial Court ("SJC") recently ruled that the parties to an arbitration agreement cannot, by contract, expand the grounds upon which a court may set aside an arbitrator’s award beyond the very...more

Contract Interpretation: Whether The Contract Is A Non-Insurance Indemnity Agreement Or An Insurance Policy Makes A Big Difference...

In Crawford v. Weather Shield Mfg., Inc. (2008) 44 Cal. 4th 541, 187 P.3d 424, 79 Cal.Rptr.3d 721, the California Supreme Court addressed an indemnitor’s duty to defend the indemnitee under a non-insurance indemnity agreement...more

California High Court Rules that Contract Principles Govern Who Decides the Availability of Class Arbitration Under an Arbitration...

On July 28, 2016, in Sandquist v. Lebo Automotive, Inc., the California Supreme Court (the “Court”) held that the underlying arbitration agreement, as interpreted under California contract principles, should determine whether...more

Court Of Chancery Explains Contract Interpretation Rules

This is an excellent primer on the rules that guide the proper interpretation of a contract. While the rules it applies are taught to first year law students, they are too often forgotten by those of us long out of school....more

Minerals Matters - Spring 2016

Minerals Matters is DLA Piper's bi-annual publication which showcases the breadth and depth of our experience in the mining and minerals sector across our office network and in all practice areas. In this issue, we...more

Florida DCAs Weigh in on Allstate Case; PIP Litigation Now Headed to Supreme Court

The Florida Supreme Court soon will hear arguments in the case of Florida Wellness & Rehabilitation vs. Allstate Fire & Casualty Insurance Co., which pits medical providers against the automobile insurer on the issue of fees...more

Insurers Challenge Retroactive Application of New Florida Law that Requires Comparison of Names of Accounts to Death Master File

Amendments to the Florida Disposition of Unclaimed Property Act in 2016 made significant changes to unclaimed property presumptions and insurance company obligations. See § 717.107, Fla. Stat. (2016) (the Act). Among other...more

Contra Proferentem Doesn’t Always Mean ‘Against the Insurer’

Despite best efforts, ambiguities are inevitable in contracts. The doctrine of contra proferentem shifts the risk of ambiguity to the party that drafted the contract. The doctrine is frequently applied against insurers where...more

Where’s My %$^&# Dollar?

The issue of consideration in an assignment is always in the background, but only occasionally comes up. In Memorylink Corp. v. Motorola Solutions, Inc., 773 F.3d 1266, 113 USPQ2d 1088 (Fed. Cir. 2014), the Federal Circuit...more

UK Litigation in a Post Brexit World

As in so many other areas, the effect of the decision to leave the European Union in the referendum on 23 June 2016 on litigation in England and Wales in still highly uncertain. There are a number of issues that the UK...more

Brumley Heirs Win Fight over Rights to Old Gospel Song *WEB ONLY**

Addressing the termination right given to authors and their heirs under the Copyright Act, the US Court of Appeals for the Sixth Circuit concluded that four siblings could use their right to terminate the transfer their...more

Use of English in contractual documents between two French companies

Two legal persons governed by French private law may, by mutual agreement, draft their contractual documents in the English language. On 30 May 2016, the Commercial Practices Review Commission (hereinafter the ‘CEPC’ –...more

Colorado Supreme Court Limits Use of Extrinsic Evidence and Reasonable Expectations Doctrine

On Monday, the Colorado Supreme Court issued its decision in American Family Mut. Ins. Co. v. Hansen, No. 14SC99 (Colo. June 20, 2016), holding that extrinsic evidence can only be used to interpret ambiguous policy language,...more

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