Contracts Clause

News & Analysis as of

Avoiding “Gotcha” Moments: Excusing Non-Production to Address Mechanical Issues Under the Temporary Cessation of Production...

In Landover Production Company, LLC v. Endeavor Energy Resources, L.P., et al., the Texas Court of Appeals re-affirmed the application of the implied, “temporary cessation of production doctrine” to prevent an oil and gas...more

Congressman Proposes Federal Non Disparagement Law

Last Friday, I wrote about a new California law that provides that a contract or proposed contract for the sale or lease of consumer goods or services may not include a provision waiving the consumer’s right to make any...more

4 Elements to Improve Enforceability of a Multi-tiered Dispute Resolution Clause

The English High Court decision in Emirates Trading Agency LLC v Prime Mineral Exports Private Limited offers guidance. Why this case is important - Multi-tiered or dispute escalation clauses are an important...more

Contracts Update: Consequential Loss: It's All In The Definition

Recent developments in NSW reinforce the importance of not only expressly defining the term 'consequential loss' in contracts, but also carefully considering what categories of losses the exclusion is intended to cover, in...more

My Non-Compete, Your Salary: Words Of Caution For Business Owners And Employees

Without the ability to enforce it, a non-competition agreement can turn worthless, or ? perhaps far worse ? extremely expensive for an employer whose chooses to file litigation against a former employee. One area that can...more

New Changes to Engagement Letters Preclude Company Intervention in Portions of Audits Performed by Company Personnel

A recent auditing standard issued by the AICPA’s Auditing Standards Board may result in the inclusion of a new provision in auditors’ engagement letters related to external auditors’ use of the work of internal auditors and...more

The Entrepreneurs Report - Q1 2014

Wilson Sonsini Goodrich & Rosati’s experience confirms reports that the market remains positive overall, with up rounds comprising more than three-quarters of all venture deals in Q1 2014, the highest proportion in several...more

It’s The End of the World as We Know It: Life after Non-Competes in Massachusetts (Why You Should Feel Fine)

Last week, Massachusetts Governor Deval Patrick announced a new economic plan and filed legislation which included a plan to eliminate non-competition agreements. The plan was quickly applauded and criticized by those in the...more

Minnesota Supreme Court Recognizes New Private Right Of Action Against Residential Mortgage Loan Servicers

On April 2, 2014, the Minnesota Supreme Court in Gretsch v. Vantium Capital, Inc. recognized a new private right of action against residential mortgage loan servicers who breach their servicer participation agreements with...more

Fast Five: Rhode Island Appellate Practice - March 2014: Lenders Beware! Usury Savings Clause Does Not Validate Usurious...

In a case of first impression that has important implications for lenders in Rhode Island, the Rhode Island Supreme Court held this term that a usury savings clause in a commercial loan document does not validate an otherwise...more

First Circuit: Does a Local Government Have Authority To Regulate Foreclosures?

Many cities have struggled with the effects of foreclosures. But given the complex mix of state laws that often governs the issue, how much authority do local governments have in this area? A First Circuit case,...more

Creditors’ Deficiency Rights Impacted by Recent Nevada Supreme Court Opinion in Sandpointe Apartments, LLC v. Eighth Judicial...

On November 14, 2013, in Sandpointe Apartments, LLC v. Eighth Judicial District Court, 129 Nev. Adv. Op. 87 (Nov. 14, 2013), and in Branch Banking and Trust Co. v. Neilson, (Nov. 14, 2013) (unpublished), the Nevada Supreme...more

CC&Rs Remain Subject to Statutory Modification

Future legislation may impact current CC&R obligations. In an important decision for all communities, homeowner associations, builders, and developers, the Arizona Court of Appeals recently held that new laws may apply...more

First Thoughts: Live-(Nearly)-Blogging the Oral Argument in Kanerva

This morning, a seemingly skeptical Illinois Supreme Court appeared ready to side with the State in a dispute over 2012 amendments to the State Employee Group Insurance Act. Several Justices peppered the two attorneys...more

Court Of Appeal Validates Contractual Choice Of Venue

In this November of 2010 post, I considered whether venue selection agreements are valid in California. I noted that the California Supreme Court had held that venue selection provisions are void. General Acceptance Corp. v....more

Bankrupt Municipality May Reduce Retiree Benefits

The bankruptcy of the largest U.S. city to file a chapter 9 bankruptcy petition has yielded a decision with serious implications for municipal creditors. Specifically, the United States Bankruptcy Court for the Eastern...more

Indiana’s Right-to-Work Statute Survives First Challenge While Court Clarifies Statutory Ambiguities

On February 1, 2012, Indiana became the 23rd “right-to-work” (RTW) state. Since that date, unions have filed two lawsuits in Indiana federal courts hoping to overturn the law on different grounds. One of those lawsuits,...more

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