Good Faith

News & Analysis as of

How to Ensure that an Agreement to Negotiate in Good Faith is Enforceable

As I discussed in a prior blog post, agreements to negotiate in good faith can be enforceable. Nevertheless, I recently was reminded when re-reading Schwanbeck v. Federal-Mogul Corp., that if you really want an agreement to...more

Delaware Supreme Court Holds That Expectation Damages Involving the Breach of an Obligation to Negotiate in Good Faith a License...

On December 23, 2015, the Delaware Supreme Court sitting en banc issued its second opinion in Siga Technologies Inc. v. PharmAthene, Inc. In its first decision, the Court reaffirmed its recent decision in Titan “that where...more

Canadian Employment News Series - January 2016: Top 10 Canadian Employment Law Cases of 2015

With 2015 now behind us and our sights set on 2016, we have compiled the following list of ten significant Canadian employment law cases from 2015. This roundup is a cross-section of decisions from across the country,...more

Contractor’s Lawsuit Against Architect for Tortious Interference Allowed to Proceed

A U.S. District Court Judge for the District of Massachusetts has allowed a lawsuit to proceed brought by a contractor against an architect, alleging the architect falsely certified grounds for termination to the project...more

Bidding in good faith rule change: Practical steps to minimise the risk of an AER investigation

The change to the rebidding rule published by the Australian Energy Market Commission (AEMC) in December will come into effect on 1 July 2016. As such, participants have a relatively short period in which to determine,...more

Minnesota Supreme Court Holds Six-Year Statute of Limitations Applies to Reporting Claims under the Minnesota Whistleblower Act

On January 20, 2016, the Minnesota Supreme Court affirmed the Minnesota Court of Appeals’ decision in Ford v. Minneapolis Public Schools in a narrow holding that leaves unanswered some important questions regarding...more

Lenders are Required to Investigate Suspicious Loan Transactions

The Seventh Circuit Court of Appeals recently held that a lender is obligated to conduct a diligent investigation when it becomes aware of suspicious facts relating to the legitimacy of a loan transaction. In Sentinel...more

2015 Half-year in review M&A legal developments

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

Managing FMLA Fraud: Investigate, Don’t Assume

Continuing our three-part series on managing FMLA fraud, this post addresses the importance of conducting a reasonable investigation, prior to taking adverse action, to develop a supportable “honest belief” of FMLA...more

"My Bad, I Thought It Was in Good Faith" is Not Good Enough - Contractor Ordered to Pay Prompt Payment Penalties

Retention clauses are almost always included in California construction contracts and permit an Owner to withhold a portion of what is owed to the General Contractor as security to ensure the proper completion of the work....more

CFPB Issues Letter on TRID Enforcement and Liability

On December 29, 2015, CFPB Director Richard Cordray sent a letter to the president of the Mortgage Bankers Association regarding implementation of the CFPB’s Know Before You Owe mortgage disclosure rule (more commonly known...more

Court Of Chancery Limits Scope Of Review Under ADR Clause

Not infrequently, the parties to a complicated contract include a contractual provision on how to resolve any later disputes. For example, it is common to agree to use an accounting firm to resolve accounting disputes, such...more

The ERISA Litigation Newsletter - December 2015

Editor's Overview - In this month's newsletter, we focus on the recent wave of guidance and case law related to the Affordable Care Act. We also discuss IRS Notice 2015-86, which provides guidance on the application of...more

IRS Extends Deadlines for Affordable Care Act Reporting

On December 28, 2015, the IRS released Notice 2016-4, which extended the distribution and filing deadlines for the Affordable Care Act (ACA) reporting requirements set forth in Sections 6055 and 6056 of the Internal Revenue...more

Directors must exercise their powers only for a proper purpose

A new judgment was released by the Supreme Court on 2 December 2015, which emphasises the importance of directors acting with ‘proper purpose’. The case was Eclairs Group Ltd v JKX Oil & Gas plc; Glengary Overseas Ltd v...more

Frying Small Potatoes: Will Amazon’s Pursuit of Individual Fake-Review Writers Pay Off?

Amazon’s customer reviews have long been a go-to resource for consumers researching prospective purchases. Unfortunately, fake customer reviews—product critiques commissioned by merchants and manufacturers in an effort to...more

Duty to Negotiate in Good Faith: Much Ado About Nothing?

Much ado has been made over the North Carolina Business Court’s ruling this past summer in RREF BB Acquisitions, LLC v. MAS Properties, LLC, 2015 NCBC 58, recognizing a cause of action for so-called “duty to negotiate in good...more

Focus on Tax Controversy - December 2015

IRS Updates Administrative Appeals Process for Cases Docketed in Tax Court - In Notice 2015-72, the Internal Revenue Service (IRS) provided a proposed revenue procedure to update Rev. Proc. 87-24, 1987-1 C.B. 720, which...more

New York Appellate Court Affirms Denial Of Competing Summary Judgment Motions In Reinsurance Dispute

In a short, unanimous opinion, the New York Appellate Division, First Department, affirmed a trial court’s ruling that genuine issues of fact precluded it from granting summary judgment to a reinsurer or the plaintiff-cedents...more

Discovery Challenges in International Criminal Investigations

The U.S. Department of Justice (“DOJ”) regularly builds cases by working with counterparts worldwide to conduct joint investigations. In the press releases for the blockbuster FIFA and Alstom actions, for example, DOJ...more

Yes, Virginia, There Is A “No Contest” Clause

This is the first in a three-part series of blog posts on “no contest” clauses, inspired by a recent Virginia Supreme Court ruling. In this post, I’ll briefly explain what a no contest clause is, and provide a general...more

Blog: The House Always Wins: Seventh Circuit Broadly Applies “Good Faith” Defense Under Section 550(b)(1) to Fraudulent Transfer...

The Court of Appeals for the Seventh Circuit recently issued a decision which may give a trump card to fraudulent transfer defendants seeking to use the “good faith” defense under the Bankruptcy Code’s recovery provision....more

Kansas: Safe harbor for insurer faced with settlement demand to only one insured

What should an insurance company do when liability of the insured is clear, the damages clearly exceed the limits, and the claimant sends a settlement demand that would exhaust policy limits while releasing only one out of...more

Superior Court Upholds Duty To Negotiate

This interesting decision upholds a claim based on the alleged duty to negotiate a contract in good faith. This confirms the need to be careful in wording letters of intent or you may be obligated for more than you were...more

GoDaddy victorious in dispute over OSCARS and ACADEMY AWARDS marks | World Trademark Review

In Academy of Motion Picture Arts and Sciences v GoDaddy.com, the US District Court for the Central District of California has entered judgment in defendant GoDaddy’s favour, holding that plaintiff Academy of Motion Picture...more

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