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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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