News & Analysis as of

Third-Party Beneficiaries

Goodell, DeVries, Leech & Dann, LLP

Bennett v. Gentile: Maryland’s Supreme Affirms Strict Privity Rule in Legal Malpractice Cases

Maryland’s Supreme Court declined to overturn the strict privity rule in legal malpractice cases. The rule, which generally bars third parties from suing lawyers, was a key issue in the recent Bennett v. Gentile decision. ...more

CDF Labor Law LLP

Implications of Mahram v. The Kroger Co.: A Closer Look at Arbitration Agreements

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In a recent legal dispute, Mahram v. The Kroger Co., a California Court of Appeal delivered a decision that may have implications for employment arbitration agreements. Although the case at hand involved a consumer...more

ArentFox Schiff

Soltero v. Precise Distribution, Inc.: Key Takeaways for Employers Relying on Arbitration Agreements for Temporary Workers

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Employers supplementing their workforce with temporary workers may be out of luck if they wish to rely on arbitration agreements between the temporary helper and the staffing provider. The California Court of Appeal, Fourth...more

Charles E. Rounds, Jr. - Suffolk University...

In the case of a donative transfer in irrevocable inter vivos trust, it is not the trustee who is the donee of the gift

In International Rescue Committee v. Trustee of the Wylie Street Emergency Fund, 537 P.3d 30 (2023), the Supreme Court of Idaho cited Black’s Law Dictionary (11th ed. 2019) as authority for the proposition that “a person can...more

Troutman Pepper

Delaware Court of Chancery Addresses Enforceability of Con Ed Provision

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In Crispo v. Musk, the Delaware Court of Chancery considered the enforceability of a so-called “Con Ed” provision contained in a merger agreement governing the well-publicized and troubled acquisition of Twitter, Inc....more

Freiberger Haber LLP

Third-Party Beneficiaries and Contract Interpretation

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In Stagen v. Neu, 2023 N.Y. Slip Op. 06105 (1st Dept. Nov. 28, 2023), the Appellate Division, First Department addressed an issue of contract interpretation involving a word in a settlement agreement that most readers would...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them

On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more

Gray Reed

Louisiana Oilfield Settlement Agreement Fails to Release Non-Party

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Most states call it a third-party beneficiary contract. Leave it to Louisiana to be different. In Adams v. Chevron USA Inc., the plaintiffs claimed that oilfield pipe-cleaning activities of Chevron and others contaminated...more

Bradley Arant Boult Cummings LLP

The Limits of Third-Party Beneficiary Rights in New York

On complex construction projects, there may be multiple contractors, subcontractors, vendors, suppliers, and sub-subcontractors working along side one another. With various entities working parallel there are substantial...more

ArentFox Schiff

Ground Lease Risks in Municipal Bond Projects

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Ground lease structures have become a common feature of conduit financings in the municipal bond market. They provide tax advantages to projects and can be structured several different ways depending on the tax-exempt status...more

Hinshaw & Culbertson - Lawyers for the...

Illinois Appellate Court Affirms That Attorney Representing a Closely Held Business Does Not Owe a Duty to its Managing Member

An appellate court in Illinois declined to expand the scope of the third-party beneficiary theory espoused in Pelham v. Griesheimer, 92 Ill.2d 13 (1982) and affirmed summary judgment in favor of the law firm and its partners....more

Jackson Lewis P.C.

California Courts Provide Employers More Reasons to Review Their Arbitration Agreements

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A pair of recent California Court of Appeal decisions serve as yet another reminder to employers of the difficulties that they potentially face when enforcing arbitration agreements in California and, as a result, the...more

Stoel Rives -  Ahead of Schedule

The Importance of Third-party Beneficiary Clauses in Contracts

In resolving construction contract negotiations and disputes, we’ve seen a number of overlooked clauses carry significant importance: a 20-year roof warranty limited to material replacement costs (no tear-out, no install) and...more

Burr & Forman

Gru Was Wrong About the Money: Court Concludes that Lender Owes Contractor “Contractually, Factually and Practically”

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In BCD Associates., LLC v. Crown Bank, CA No. N15c-11-062 (Super. Ct. Del, May 2, 2022), the trial court found that when a bank pays a contractor directly, it can create a legally binding relationship subject to the terms of...more

King & Spalding

New York Court Dismisses Lender Liability Claims for Lack of Standing

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On December 22, 2021, a New York trial court dismissed a guarantor’s lender liability claims for lack of standing. Gerald Katzoff, the manager and co-owner of restaurant group Il Mulino, was a guarantor under a credit...more

McDermott Will & Emery

Sixth Circuit: It’s a Go on Plaintiff’s Claims Despite Arbitration Clause

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The US Court of Appeals for the Sixth Circuit affirmed in part a district court’s grant of a stay pending arbitration, finding that as non-parties to the underlying arbitration agreement, defendants could not stay the...more

White and Williams LLP

When Can Liability Insurers Sue Appointed Underlying Defense Counsel for Malpractice?

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Insured gets sued. Insurer hires defense counsel to represent insured. Defense counsel takes over the case, and eventually, the case ends. Most of the time, the carrier and its insured will be satisfied with the result. There...more

McDermott Will & Emery

Can't Camouflage Express Trademark Contract Terms

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Addressing a range of trademark licensing issues, including discretionary approval, exculpatory contract clauses and third party beneficiary standing, the US Court of Appeals for the Federal Circuit affirmed a lower court’s...more

Rumberger | Kirk

Third DCA Defines Scope of Duty for Security Services Contracts

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When it comes to defining a security company’s obligations, words may speak louder than actions. On January 06, 2021, the Third District Court of Appeal issued its opinion in Margery Glickman and Fred Glickman vs. Kindred...more

Stinson - Corporate & Securities Law Blog

Court Examines Intended Third Party Beneficiaries of Indemnification Provision

In CHS/Community Health Systems, Inc. et al v. Steward Health Care System LLC, the Delaware Court of Chancery examined who was an intended third-party beneficiary of an indemnification provision in an Asset Purchase...more

Rivkin Radler LLP

You Can Be Compelled to Arbitrate Based on an Agreement You Didn’t Sign

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As a general rule, parties cannot be forced to arbitrate a dispute unless they signed a clear and binding agreement to arbitrate. However, a recent decision issued by New York County Commercial Division Judge Barry Ostrager...more

Payne & Fears

Key California Employment Law Cases: May 2020

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Betancourt v. OS Rest. Servs., LLC, No. B293625, 2020 WL 2570839 (Cal. Ct. App. Apr. 30, 2020) - Summary: A plaintiff is not entitled to recover penalties for waiting time and wage statement violations based on claims of...more

Littler

If You Want the Benefits of an Arbitration Agreement, Say So

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Companies that utilize third-party staffing vendors should take stock of the Fifth Circuit’s decision in Hiser v. NZone Guidance, L.L.C.1 The March 24, 2020 opinion, applying Texas law, reinforces that both contract language,...more

Payne & Fears

California Appellate Court Confirms: Additional Insureds Are First-Class Citizens

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Many businesses shift risk by requiring others with whom they do business – e.g., vendors, subcontractors, suppliers, and others – to procure insurance on their behalf by making the business an “additional insured” under the...more

Carlton Fields

Florida Court Holds Carrier’s Basis for Botched $149K Ferrari Payment Defied “Common Sense”

Carlton Fields on

A familiar dispute between a carrier and a third party involves the third party’s attacking the language of the insurance contract and arguing in favor of an interpretation not reflected by the plain meaning of the text. But...more

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