Terms and Conditions

Attorneys' Fees Provisions: Not a Blank Check to Overreach

by Anne Kane | Schnader Harrison Segal & Lewis LLP on 5/16/2013

In the American legal system, attorneys’ fees and costs are not recoverable as damages unless expressly authorized by statute. Legal fees are simply a cost of doing business unless the parties to a contract agree otherwise....more

Revisiting "Force Majeure" for Nonprofit Meetings and Events

by George Constantine, Janice M. Ryan, Jeffrey S. Tenenbaum | Venable LLP on 5/15/2013

In this presentation: - Excuse of Contract Performance Due to Supervening Events: Legal Framework - Common Law - Impracticability - Frustration of Purpose - Contract Clause - Force Majeure in...more

Negotiating Additional Insured Provisions in the Wake of the Deepwater Horizon Decision

by King & Spalding on 5/10/2013

Companies should re-examine their approach to additional insured provisions in their business contracts and insurance policies in light of the Fifth Circuit’s recent decision in In re Deepwater Horizon, 710 F.3d 338 (5th Cir....more

Franchising Newsletter – April 2013

by Kathy Dalton, Murray Deakin, Sam Jackson, J. Michael Keyes, Michaela Moloney, Sylvia Ng, Chris Nikou, Anna Trist | K&L Gates LLP on 5/2/2013

Overview - There have been several franchising developments since our last update in February. This edition discusses: - minimising the risks when marketing through social media - comments from...more

Construction Contracts – No Longer Take It or Leave It

by Conrad Lazo | Fowler White Boggs P.A. on 5/1/2013

Construction has returned to Florida! In the first four months of 2013, I have reviewed and drafted more construction and design contracts than I have in total during the last four years combined....more

Delaware Chancery Court Holds that a Reverse Triangular Merger Is Not an Assignment by Operation of Law

by Andrew Beame, Burke Blackman, Peter Schaeffer | Patterson Belknap Webb & Tyler LLP on 5/1/2013

On February 22, 2013, the Delaware Chancery Court in Meso Scale v. Roche restored a degree of certainty to M&A planning by holding that the acquisition of a company through a reverse triangular merger (RTM) did not constitute...more

Investigation of Merger of PROLOR Biotech and OPKO Health FAQ

by Wohl & Fruchter LLP on 4/29/2013

We are investigating the proposed merger of PROLOR Biotech, Inc. (PROLOR) (NYSE: PBTH) with OPKO Health, Inc. (OPKO). As set forth in our FAQ, our investigation concerns whether approval of the transaction was improperly...more

Negotiating Construction Equipment Leases; Getting Beyond the Battle of the Forms

by Lawrence Melton | Nexsen Pruet, PLLC on 4/29/2013

A. THE PROBLEM: “I want it on the jobsite yesterday!” In buying out a construction project, a general contractor (GC) or a subcontractor will likely negotiate and enter into equipment leases that cost, on an...more

New Disclosure Requirements for Massachusetts Pension Investments

by Ropes & Gray LLP on 4/29/2013

The Commonwealth of Massachusetts has started implementing pension reform legislation enacted in 2011 that imposes demanding contracting and disclosure requirements on state and local pension fund boards. The new pension fund...more

Game Developer’s Conduct Justified Granting Publisher a Permanent Royalty-Free License

by Sean Kane | Pillsbury Winthrop Shaw Pittman LLP on 4/26/2013

On April 9, the U.S. Court of Appeals for the 5th Circuit issued an order upholding an arbitration award against a video game developer and granting a publisher a perpetual license in the developer’s game due to the...more

Is payment of hire a condition: a long-standing controversy resolved

by Alexandra Allan, Andrew Taylor | Reed Smith on 4/19/2013

Kuwait Rocks Co v AMN Bulkcarriers Inc (The Astra) [2013] EWHC 865 (Comm) - On 18 April 2013, Flaux J handed down his judgment in Kuwait Rocks Co v AMN Bulkcarriers Inc (The Astra). The judgment provides long-awaited...more

How to Read an Insurance Policy

by Miriam Smolen, Ivan Snyder | Gilbert LLP on 4/16/2013

While insurance policies may look the same in structure at first glance, each policy is unique and contains terms, conditions, and definitions that may be different from other policies. Many insurers will utilize a standard...more

Creditors Beware - Time to Health Check Your Terms and Conditions of Sale & Invoicing Practices

by Anker Sorensen, Andrew Tetley | Reed Smith on 3/7/2013

Introduction - Under Directive 2011/7/EU dated 16 February 2011, EU states had until the middle of this month to implement a number of measures to combat against late payment of invoices in commercial transactions, an...more

Are You In Compliance?

by Natasha Shabani | Greenberg Glusker Fields Claman & Machtinger... on 12/24/2012

Online Privacy Policies for Websites and Mobile Apps - If your company’s website collects personal information from California residents, a California privacy protection law requires you to post a privacy policy on your...more

Tenth Circuit Enforces Electronic Agreement Entered Into On An Installation Technician’s Laptop

by BuckleySandler LLP on 12/19/2012

On December 11, the U.S. Court of Appeals for the Tenth Circuit affirmed dismissal of plaintiffs’ claims concerning AT&T’s U-Verse services, based on forum selection and arbitration clauses in the agreements between the...more

Are Your Company’s Consumer Terms and Conditions Enforceable?

by Adrianne Strong, David Treacy | Dinsmore & Shohl LLP on 12/13/2012

Internet giant Paypal recently joined Sony, Microsoft, and Netflix to become one of the latest major companies to include a provision banning consumer class actions in its terms of service. Such waivers now frequently appear...more

Enforceability of Clickwrap Agreement Called into Question - Checklist for Best Practices in Electronic Contracting

by Richard Raysman | Holland & Knight LLP on 11/7/2012

Clickwrap agreements are agreements formed on the Internet. A website provider generally posts terms and conditions and the user clicks an "I Accept" button. The courts have generally held these agreements to be enforceable....more

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