Bill on Bankruptcy: What's in the $83M ResCap Examiner's Report?
In the prior issue of this newsletter, we included an article on the high standard of proof and the practical considerations for a federal government contractor claiming that the federal government acted in bad faith in its...more
Akzo Nobel Coatings Inc. v. The Dow Chemical Company, C.A. No. 8666-VCP (June 5, 2015)
This is yet another decision declining to uphold a claim based on the covenant to deal in good faith and fairly....more
Those of us involved in drafting M&A agreements spend a considerable amount of time vigilantly and artfully drafting certain contractual provisions to protect our client and ensure that our client receives the maximum rights...more
Last month, in State Auto Property & Casualty Ins. Co. v. Hargis, No. 13-5020 (6th Cir. May 6, 2015), the U.S. Court of Appeals for the Sixth Circuit predicted that the Kentucky Supreme Court would not allow insurers to sue...more
A New York district court denied defendant Gogo LLC and Gogo Inc. (collectively “Gogo”) motions to transfer venue, compel arbitration, and dismiss for lack of standing in a lawsuit relating to internet...more
In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement.
In a recent decision, Elec. Contractors, Inc. v. Fid. & Deposit Co. of Maryland, No. 3:13-CV-00514 MPS, 2015 WL 1444481 (D. Conn. Mar. 30, 2015), the United States District Court for the District of Connecticut dismissed on...more
The long awaited High Court of Australia decision in Commonwealth of Australia v Barker held that a duty of mutual trust and confidence is not implied into Australian contracts of employment...
On April 30, 2015, the Wisconsin Supreme Court took a stand on a hot-button for employers by holding that continued at-will employment is legal consideration that will support a reasonably drafted restrictive covenant signed...more
This is another decision that confirms that the implied covenant that the parties will act in good faith and deal fairly with one another is not available to expand the parties’ contract rights. ...more
Steps Towards a Capital Markets Union -
The European Commission is consulting on a blueprint for creating a harmonized capital market across the EU, to facilitate capital raising in the EU while maintaining consumer and...more
On April 3, 2015, Judge Laura Swain of the U.S. District Court for the Southern District of New York granted in part and denied in part Morgan Stanley Mortgage Capital Holdings LLC’s (“MSMC”) motion to dismiss breach of...more
Delaware law implies a covenant of good faith and fair dealing into every contract. The Delaware Supreme Court's recent opinion in Nationwide Emerging Managers LLC v. NorthPointe Holdings LLC, No. 441, 2014 (Del. Supr., Mar....more
A recent opinion from the North Carolina Court of Appeals addresses some common borrower defenses within the context of foreclosure and statute of frauds issues: compromise and settlement, accord and satisfaction, the...more
In this letter opinion, the Court of Chancery denied plaintiffs’ motion to expedite certain contractual claims arising from the sale of a limited partnership after finding that the claims were not colorable. Plaintiffs were...more
This is yet another Supreme Court decision marking the bounds of the covenant of good faith and fair dealing. The covenant is not to be used to modify the terms of a contract, to add terms the parties chose to not include or...more
In this memorandum opinion, the Court of Chancery granted a motion to dismiss certain claims relating to a dispute over earn-out payments owed to the former equity holders of iWatt, Inc. (“iWatt”) following the sale of iWatt...more
When a contract spells out that its obligations are to be carried out in a “commercially reasonable best efforts” manner, it will be harder to argue there is any gap that the covenant of good faith and fair dealing may fill....more
In Fortis Advisors LLC, as the equity representative v. Dialog Semiconductor PLC, the Delaware Court of Chancery examined the implied covenant of good faith in the context of an earn-out provision included in a merger...more
In April 2014, the U.S. Supreme Court held that the Airline Deregulation Act (ADA) preempted a frequent flyer program member's common law claim for breach of the implied covenant of good faith and fair dealing because the...more
Ever since the Federal Circuit’s 2010 decision in Precision Pine & Timber, Inc. v. U.S., the controlling standard for the government’s duty of good faith and fair dealing has been in flux. Prior to Precision Pine, it was...more
Anyone that has been monitoring the outcome of district court cases recently will be aware of the perils of not including sufficient information, or not timely supplementing, preliminary infringement or invalidity contentions...more
This month, the Eastern District of Pennsylvania held that excess carrier American Guarantee and Liability Insurance Company (“American Guarantee”) did not engage in bad faith conduct towards insured Maglio Fresh Foods...more
Lexington Ins. Co. v. MGA Entm’t, No. 12-cv-3677 (SAS), 2014 WL 3955205 (S.D.N.Y. Aug. 12, 2014).
The Southern District of New York denies an insurer’s motion to dismiss an insured’s claim that the insurer breached its...more
On August 28, Justice Marcy S. Friedman of the Supreme Court of the State of New York granted in part and denied in part DB Structured Products, Inc.’s motion to dismiss repurchase claims brought by HSBC, as Trustee for the...more
Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up to create your digest using LinkedIn*
Back to Top