Covenant of Good Faith and Fair Dealing

News & Analysis as of

After Favorable LIBOR Ruling from the Second Circuit, Investors Now Allege Anticompetitive SIBOR Manipulation

On July 5, 2016, investors filed a federal class action in the Southern District of New York alleging defendant banks had manipulated the Singapore Interbank Offered Rate (SIBOR) “and/or” Singapore Swap Offer Rate (SOR)...more

Great expectations? Let’s start with reasonable expectations

Expectations are a funny thing. They can be good in that they set forth an objective measure for expected performance, goals and standards of conduct. On the other hand, they can turn bad if they are unreasonable, or if they...more

Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the...more

Court Upholds Allegedly Unfair Master Limited Partnership Transaction

When alternative entities first came into prominence, questions arose concerning the applicability to them and their stakeholders of corporate law fiduciary duty jurisprudence. Eventually the Delaware General Assembly amended...more

Court Dismisses Fiduciary Claim Between Mortgagor and Mortgagee

In Fornesa v. HSBC Bank USA, N.A., plaintiff sought a damage award against a defendant mortgagor for compensatory and punitive damages, based on alleged predatory lending practices. 2016 Bankr. LEXIS 2011 (S.D. Tex. May 13,...more

Policyholder’s Bad Faith Claim Against Cyber-Insurer Survives Summary Judgment

In follow up on an older entry, the Court in Travelers Prop. Cas. Co. of Am. V. Fed. Recovery Servs., recently issued another order granting partial summary judgment in favor of a cyber-insurer, but also allowed the bad faith...more

How to Protect Your Company’s Social Media Currency

Today’s companies compete not only for dollars but also for likes, followers, views, tweets, comments and shares. “Social currency,” as some researchers call it, is becoming increasingly important and companies are investing...more

The Gloves Are Off: Competing Biopics Battle For Hollywood Purse

Hollywood’s heavy-hitters often enter the ring over unauthorized biographies. Elizabeth Taylor famously invoked her rights of publicity and privacy in an attempt to shut down an unofficial docudrama about her life; Clint...more

YouTube Rulings Emphasize the Importance of an OSP’s Terms of Service in Social Media Marketing

Two recent cases serve as a reminder of the key role an online service provider’s (OSP) terms of service play in social media marketing. The courts in Darnaa, LLC v. Google, Inc., 2015 WL 7753406 (N.D. Cal. Dec. 2, 2015) and...more

He’s got 99 Problems, But a Breach Might Be One

In the wake of 2016, Jay-Z faces an $18 million lawsuit for his failure to publicly appear and promote his signature fragrance line, as he was contractually obligated. 2009 marked the start of a budding licensing relationship...more

Corporation Owes No Duty To Warn Former Director Of Impending Option Expiration

Does a corporation commit constructive fraud if it fails to warn a former director of the impending expiration of a stock option? That was one question decided earlier this month by Judge Jennifer A. Dorsey in Nelson v....more

Insurance Recovery Law - January 2016

Despite Finding Policy Application Misrepresentation, Jury Rules Against Policy Rescission - Why it matters: A federal jury concluded that Starr Surplus Lines Insurance Company did not have a valid basis to rescind the...more

Donald L. Myles, Jr. and Ashley Villaverde Halvorson Prevail on Motion for Summary Judgment for Mid-Century Insurance Company...

Donald L. Myles, Jr. and Ashley Villaverde Halvorson recently prevailed on a motion for summary judgment for Mid-Century Insurance Company (Farmers), and were successful in limiting damages from a $3.3 million stipulated...more

‘LightSquared’: Defining the Permissible Boundaries of Plan Injunctions

On Oct. 7, 2015, the U.S. District Court for the Southern District of New York vacated a plan injunction that had been approved by the Bankruptcy Court in the Chapter 11 cases of LightSquared and certain of its affiliates...more

The Argument for Utmost Good Faith in Property Insurance

The term “bad faith” is commonly understood as a breach of the implied duty of good faith and fair dealing recognized in insurance contracts due to the “special relationship” between an insured and an insurer. Breach of this...more

Can Insurers Sue for 'Reverse Bad Faith'? Allowing claims would restore strategic balance in policy disputes

The insurance relationship is contractual, but when policyholders claim insurers failed to honor their obligations, they typically invoke the tort of "bad faith." When courts try to explain this anomaly, they cite features of...more

Washington State Court Upholds Termination For Convenience Clause in Subcontract – Partial Performance Provides Adequate...

SAK & Assocs. v. Ferguson Constr., Inc., 189 Wn. App. 405 (Wash. Ct. App. 2015) - Ferguson Construction, Inc. (“General Contractor”) entered into a fixed sum contract (the “Subcontract”) with SAK & Associates...more

Quadrant Structured Prods. Co. v. Vertin, C.A. No. 6990-VCL (Del. Ch. Oct. 20, 2015) (Laster, V.C.)

In this post-trial decision, the Court of Chancery held that a company’s repurchase of senior notes from an insider approximately six months after returning to solvency did not violate the express or implied terms of the...more

Fourth Age Limited v. Warner Bros. Digital Distribution Inc. - USCA, Ninth Circuit, October 28, 2015

Ninth Circuit affirms district court’s holding that Warner Bros. can assert counterclaims against estate of J.R.R. Tolkien in action over right to make digital merchandise based on Tolkien’s books, as counterclaims were...more

Insurance Recovery Law - November 2015

Despite Prior Suits, Policyholder Entitled to Coverage for DOJ Investigation - Why it matters: A policyholder was entitled to coverage for a Department of Justice (DOJ) investigation despite already facing possibly...more

Government Contract: How Can a Subcontractor Get Paid?

G4S Technology LLC v. US, 779 F.3d 1337 (Fed. Cir. 2015) – A subcontractor worked on construction of wireless broadband networks for rural communities that was funded in part by a loan to the prime contractor from a US...more

Pennsylvania Federal Court Finds Standing in Data Breach Class Action

The debate over standing in data breach litigation is gaining more attention lately. While many courts have hesitated to find standing prior to lost personally identifiable information (PII) actually being misused, the U.S....more

Waiving the Right to Appraisal Just Got Easier in Texas

Any Texas lawyer with even a passing interest in insurance law knows that if you want to see sparks fly, just utter the word “appraisal” near a couple of insurance lawyers. If you really want fireworks, make sure one...more

"New Regulations Address Outbound Transfers and Transfer Pricing"

On September 14, 2015, the Internal Revenue Service (the IRS) and Treasury Department proposed new regulations addressing the tax treatment under Section 367 of the Internal Revenue Code (the Code) of certain transfers by...more

Legal v. Illegal Drugs in Event Cancellation Policies

The abuse of illegal drugs continues to claim its victims in the entertainment industry, as the death of Academy Award winner Philip Seymour Hoffman shows. The 46-year old actor suddenly passed away on Feb. 2, 2014, due to...more

124 Results
|
View per page
Page: of 5
JD Supra Readers' Choice 2016 Awards

"My best business intelligence, in one easy email…"

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*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×