Contract Negotiations

News & Analysis as of

Key Takeaways: Nuts and Bolts of Technology Contract Drafting/Negotiation

Josh Ganz, Partner at Kilpatrick Townsend, focuses his practice on strategic outsourcing, technology licensing and other complex commercial transactions. Michelle Tyde, Counsel at Kilpatrick Townsend, focuses her practice on...more

Arbitration Clause Requiring Arbitrators to Render a Decision within 30 Days from Their Appointment? Superfast Decision?

Ever wonder about a superfast arbitration procedure in a contract that you have been given? An arbitration clause requiring an arbitration panel to issue a decision within 30 days of being selected for the panel was recently...more

Being Prepared To File Business Divorce Litigation May Yield a Negotiated Agreement

Business owners who are having a dispute with their business partners (in New Jersey) should not read this blog and assume their only remedy is shareholder dispute litigation. Because of the cost – both in legal fees, and to...more

Ohio Supreme Court Rules in Landowner Royalty Case

In a closely watched and long-awaited case with potentially sweeping industry-wide consequences, the Supreme Court of Ohio refused to adopt a default rule regarding deduction of postproduction costs from landowner royalties...more

You Said It, Now We’re Going to Hold You to It! Hospitals Estopped From Asserting Disqualification Argument.

In theory, it is not an unfair labor practice to refuse to negotiate with a union engaged in competition with the employer—unless, of course, the employer gave the union other reasons for refusing to negotiate. The...more

Consider Indemnification and Advancement Obligations When Drafting Limited Liability Company Operating Agreements

When parties are negotiating over the terms of a Delaware limited liability company operating agreement, the most heavily negotiated provisions typically involve things like capital contributions, allocations and...more

California's new "choice" of law and venue rules for employment agreements

California Labor Code section 925 will apply to employment contracts entered into, modified, or extended on or after January 1, 2017. This new law prohibits employers from requiring an employee who primarily resides and works...more

Should You Hire An Investment Banker To Sell Your Family-Owned Business?

Yes. In almost all circumstances, the buyer (whether a strategic buyer or a financial buyer) will have more financial resources and will be more experienced in buying and selling businesses. Retaining an experienced and...more

Employer Claims Of Unprofitability And Competitive Disadvantage Enough To Trigger Audit Of Financials By Union, NLRB Majority...

The end of another NLRB fiscal year is upon us.  Today, September 30, marks the last date of the fiscal year.  We can expect to see a number of decisions issue from the Board, and many determinations made at the regional...more

Contract Corner: Term (Part 1)

What is the term of your contract? It is one of the most basic questions with regard to any agreement, but drafting provisions regarding the “Term” raises multiple issues, both legal and practical....more

Tax Implications For Real Property Leasing

Reforms to China’s value-added tax raise issues that landlords should consider when designing leasing structures and negotiating rental terms. On May 1, 2016, China’s value-added tax (VAT) replaced the business tax in...more

Could the NLRB Make it Easier for Unions to Access Employers’ Financial Records?

Many practitioners at one time or another have been frustrated by the lack of clear and consistent guidance from the National Labor Relations Board (“NLRB” or the “Board”) regarding union requests for employer financial...more

Newly Organized Employer Must Bargain Over Discretionary Employee Discipline Pre-First Contract, NLRB Rules

Prior to entering into a first contract, an employer has a statutory obligation to bargain with the union that represents its employees before imposing discretionary “serious discipline” (such as suspension, demotion, or...more

Part 2 of Reviewing Third Party Vendor Service Contracts, a Seven Part Guide

This is part 2 of a Seven Part Guide to reviewing vendor contracts. Recitals. Some contracts will contain several “WHEREAS” clauses at the inception of the document followed by a recitation of various facts about...more

Back to basics: Settlement of disputes

By far the majority of cases settle, but ensuring the settlement you thought you had agreed is accurately reflected in a settlement agreement can be more complicated than it first appears. What are the pitfalls to watch out...more

Reviewing Third Party Vendor Service Contracts, a Seven Part Guide

Managing third party vendor relationships has always been an important function in banks. More recently it has become a hot topic for state and federal financial bank regulators. The increasing complexity of what vendors are...more

Agreement To Arbitrate “Any Disputes” Doesn’t Reach Derivative Claims

Corn v. Superior Court, 2016 Cal. App. Unpub. LEXIS 6182 (Cal. App. 2d Dist. Aug. 22, 2016) is a case about the meaning of one sentence in a settlement agreement consisting of just seven words – “The Parties agree to...more

Everything is Negotiable, including Personal Guarantees

As many entrepreneurs and small business owners know, banks, landlords and investors will often require a personal guarantee. A personal guarantee allows the lender to reach your personal assets to satisfy a debt in the event...more

“Red Herring” or “Alternate [U-verse]”? Court Allows Cable Network to Go Beyond Written Contract in Claims Against Distributor

2015 and 2016 saw a wave of transactions among cable, satellite, and other linear programming distributors: AT&T & DirecTV, Altice and Suddenlink, etc. That transactional wave is beginning to spawn a litigation wave,...more

Promissory Estoppel and Public Works Bid Disputes in California. Sooo You’re Telling Me There’s a Chance!

Sometimes we hear what we want to hear (or just ignore what the other person is saying). Sometimes this can lead to broken hearts. And, at other times . . . to empty pocketbooks . . ....more

Blurred Lines: Under New “Perfectly Clear” Standard, NLRB Finds that Seller’s Conduct Prohibits Asset Purchaser from Setting...

Seyfarth Synopsis: In yet another pro-union, results-driven decision, the NLRB announces a new approach to evaluating whether an asset purchaser has forfeited its right to set initial terms and conditions when offering...more

New York Appellate Division Strongly Supports In-House Law Firm Privilege Claim

In Stock v. Schnader Harrison Segal & Lewis, 2016 WL 3556655 (N.Y. App. Div. 2016), the First Judicial Department of the New York Appellate Division upheld, in a case involving a former law firm client seeking to sue the...more

Brexit roadmap: An overview on how the UK will leave the EU

Following the 23 June 2016 referendum in the United Kingdom, in which the British people voted to leave the European Union, and after its Prime Minister Cameron stepped down without invoking the UK's withdrawal from the EU,...more

Contracting out of waiver? Court of Appeal provides guidance on ‘no variation’ and ‘anti-oral’ variation clauses

This Alert looks at the effectiveness of what are commonly termed “no variation” or “anti-oral variation” clauses (i.e. clauses which purport to prevent the contract in question from being amended absent compliance with...more

Twenty-Five Years in the Construction Industry—We’ve Come a Long Way Baby, or Have We?

In November 1989, I was a second year law student interviewing with firms in Connecticut and New York for a summer associate position. During the Thanksgiving Holiday, I scheduled an interview with a small firm in New Haven....more

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