News & Analysis as of

Fiduciary Duty Contract Disputes

Strafford

[Webinar] Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity, and Other Provisions - July...

Strafford on

This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more

Adams and Reese LLP

Operation Litigation: Top Tips if Your Business is Threatened with a Lawsuit

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We continue to provide legal resources for our military veterans returning to the workplace in our monthly “Vets to Ventures” series. Previously, we have discussed how skills acquired in the military translate into becoming a...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Reiterates Broad Scope of ERISA Preemption and Difficulty of Pleading Breach of Fiduciary Duty and Conversion...

The Commercial Division’s decision in Rockmore v. Plastic Surgery Associates, LLP demonstrates the broad scope of ERISA preemption and the difficulty of pleading breach of fiduciary duty and conversion claims alongside breach...more

Gray Reed

Caution: Court Finds Fiduciary Waivers Ineffective

Gray Reed on

In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with...more

Farrell Fritz, P.C.

Joint Venture Agreements: For Better or For Worse; In Profit or In Loss

Farrell Fritz, P.C. on

Just like a bride and groom vow to join together for better or for worse, commercial parties joining together through a joint venture must make a similar promise to share in profits and losses. ...more

Winstead PC

A Limitation-Of-Liability Clause May Or May Not Be Enforceable For Breach Of Fiduciary Duty Claims

Winstead PC on

Parties often add limitation-of-liability clauses to their agreements. These types of clauses can purport to limit a party’s claims or damages or both. ...more

Goodwin

Litigation Insights - July 2021

Goodwin on

FOREWORD - On behalf of the new and expanding Goodwin London litigation team I am delighted to welcome you to our first ever ‘Litigation Insights’: a series of quarterly updates on important and interesting developments...more

Lathrop GPM

The Franchise Memorandum - Issue # 264 (Distribution Issue)

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Welcome to The Franchise Memorandum by Lathrop GPM. Periodically, The Franchise Memorandum focuses on topics primarily of interest to companies that use distributors and dealers rather than manage a business format franchise...more

Gray Reed

Where Am I and How Did I Get Here (In This Venue)?

Gray Reed on

In June 2019, David Dunwoody (“Dunwoody”) left his position as President of EnVen Energy Corporation (“EnVen”) amidst a scandal centering around his alleged involvement in a kickback scheme.  Dunwoody sued EnVen, the oil...more

Farrell Fritz, P.C.

WIll the Pandemic Be a Boon for Future LLC Dissolution Claimants?

Farrell Fritz, P.C. on

The ongoing coronavirus / COVID-19 pandemic has quite literally impacted everyone and everything in New York, including the courts, which were forced to temporarily cease non-essential functions. The result was a short-lived...more

Carlton Fields

Eighth Circuit Enforces Contract Liability Exclusions to Bar Contract Claims, Regardless of Non-Contractual Cause of Action in...

Carlton Fields on

The Eighth Circuit Court of Appeals recently decided a case, Russell v. Liberty Insurance Underwriters Inc., involving a dispute between the co-owners of a business and the widow of their deceased former partner....more

Stinson - Corporate & Securities Law Blog

“Sole Discretion” Language in LLC Agreement does not Eliminate Fiduciary Duties

The Delaware Court of Chancery considered a number of issues in Skye Mineral Investors, LLC et al v DXS Capital (U.S.) Limited et al.  The dispute was among members of a Delaware limited liability company, Skye Mineral...more

Burr & Forman

Lump Sum or Cost-Plus Contract: You Can’t Have It Both Ways

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It goes without saying that in the world of construction contracts … words matter! There is language in the Goes decision that a cost-plus contract imposes upon the contractor an implied duty to incur reasonable and proper...more

King & Spalding

Freedom of Contract Cited as the Reason for Texas Supreme Court's Affirmation of Court of Appeals Judgment in ETP v. Enterprise

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On January 31, 2020, the Texas Supreme Court (the “Court”) affirmed the 2017 judgment of the Dallas Court of Appeals that Texas law upholds the rights of contracting parties to agree not to be partners unless certain...more

Farrell Fritz, P.C.

LLC Member’s Petition to Dissolve Boxing Club Dealt First Round KO

Farrell Fritz, P.C. on

In the end, it wasn’t much of a fight. The case of Huggins v Scott, decided last month by Justice W. Franc Perry of the Manhattan Supreme Court, illustrates anew the well-nigh insurmountable hurdle faced by a minority...more

Carlton Fields

New York Court Compels Arbitration of Commercial Marijuana Dispute

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The defendants moved to compel arbitration of a complex dispute concerning the parties’ investment in medical marijuana companies. The plaintiff claimed that the defendants breached a non-compete agreement and fiduciary...more

Sheppard Mullin Richter & Hampton LLP

Tfue Lawsuit Sparks Scrutiny of Gamer Agreements and Esports Agency Activity

In a lawsuit filed yesterday against esports entertainment organization, FaZe Clan, Turner Tenney (“Tfue”), a twenty-one year old professional gamer and streamer alleges that the exploitation of young, unsophisticated content...more

Gray Reed

Texas Court Addresses Bad Acts in a Lease Play

Gray Reed on

An opinion that observes “Obviously the jury was not overly enamored with Appellants.” is worth discussing. The decision is Stephens et al v. Three Finger Black Shale Partnership et al....more

Brooks Pierce

"Holding All The Cards" And Fiduciary Duty Claims

Brooks Pierce on

It is hard to base your case on a breach of fiduciary duty when there is a contract in place between the parties. Contracting parties owe no special duties to each other beyond the terms of the contract. ...more

Winstead PC

Court Holds That Contractual Relationship Does Not Create Fiduciary Duties

Winstead PC on

In Na Ins. Servs. Holding Corp. v. Hilb Group of Ind., a federal magistrate recommended that the district court grant a defendant’s motion to dismiss a breach of fiduciary duty claim. No. 4:17CV600-ALM-KPJ, 2017 U.S. Dist....more

Morris James LLP

Court Of Chancery Explains What Is Required To Plead Bad Faith

Morris James LLP on

This is an interesting decision for at least two reasons. First, in it the new Vice Chancellor demonstrates that he is both well-versed in Delaware business entity law and fully capable of carrying out the Court of Chancery’s...more

Morris James LLP

Chancery Dismisses Complaint for Failure to Allege Noncompliance

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A principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties. A Delaware court is required by statute to give effect to the...more

Morris James LLP

Violation of Corporate Charter: Breach of Contract, Fiduciary Duties or Both

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When a company takes action through its board in violation of its certificate of incorporation, may a plaintiff stockholder bring suit against the company directly for breach of its certificate—the most important of corporate...more

Proskauer - Employee Benefits & Executive...

Service Provider Not A Fiduciary In Negotiating Its Contract

A federal district court in Iowa dismissed a putative class action complaint brought by several 401(k) plan sponsors who alleged that Principal Life Insurance Company breached its fiduciary duties to the plans by charging...more

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