News & Analysis as of

Void and Unenforceable

Contractor May Receive Indemnity Despite Alleged Active Negligence or Willful Misconduct

by Low, Ball & Lynch on

Oltmans Construction Co. v. Bayside Interiors, Inc. - Court of Appeal, First Appellate District, 10 Cal.App.5th 355 (March 30, 2017) - Civil Code § 2782.05 renders an indemnity provision in a contract void and...more

Arizona appellate court takes the high road and enforces a commercial lease to operate a medical marijuana dispensary

by Thompson Coburn LLP on

In a case of first impression in Arizona, the Court of Appeals in Green Cross Medical, Inc. v. Gally (April 18, 2017) held that a lease to operate a medical marijuana dispensary was not void from its inception, either under...more

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

Arizona case could point way on enforcement of commercial leases for medical marijuana dispensaries

by Thompson Coburn LLP on

Just across the California-Arizona border, there’s an appellate case worth paying attention to, because it could signal whether California courts will hold that a commercial lease to operate a medical marijuana dispensary is...more

First Published Opinion From New Business Court Judge Conrad

by Brooks Pierce on

Business Court Judges don't have to issue written Opinions in cases granting Preliminary Injunctions. (G.S. § 7A-45.3 limits the obligation to issue a written Opinion to rulings rendered per NCRCP 12, 56, 59, and 60). ...more

Workwise: Don't Skimp on Statutory Minimums: Drafting an Enforceable Termination Clause

by Field Law on

The recent decision of the Court of Appeal for Ontario in Wood v. Fred Deeley Imports Ltd., 2017 ONCA 158 (Wood), once again highlights that employers must be very careful when it comes to drafting termination clauses as a...more

An Arbitration Agreement That Attempts to Skew a Statutory Arbitration Scheme Is Void as Against Public Policy

Federal public policy favors arbitration and the broad interpretation and enforcement of arbitration agreements. So how can an arbitration agreement be held by a court to be void as against public policy? One answer from a...more

What Does it Mean to “Modify” an Unenforceable Non-Competition Covenant Under Georgia’s Restrictive Covenants Act?

by Jackson Lewis P.C. on

Although Georgia’s Restrictive Covenants Act has been on the books since the spring of 2011, no judge has decided the exact scope of Georgia courts’ blue-penciling abilities – until now....more

Recent Decisions Clarify (Un)Enforceability of Class Action Waivers in Employment Agreements

Companies looking to waive class action rights of employees may instead be waving goodbye to provisions in their employment contracts. Two recent decisions in California—one administrative and one in the 9th Circuit—recently...more

Court Refuses To Enforce Arbitration Clause Due To Lack Of Mental Capacity

by Winstead PC on

In Oak Crest Manor Nursing Home, LLC v. Barba, a plaintiff sued a nursing home for negligently allowing a patient with mental disorders to leave the facility and jump from a bridge in an attempt to commit suicide. No....more

New Rules for Nevada Noncompetes

by Dickinson Wright on

Nevada Companies Must Review Their Noncompete Agreements - The Nevada Supreme Court recently has injected substantial uncertainty into any Nevada contract that contains a noncompete agreement, and companies need to...more

Illegality revisited: When can a claim be brought despite a contract's unlawful purpose?

by Dentons on

What if you discover your contract requires you to do something illegal? Or that your counterparty had some illegal purpose in mind when you did the deal? Sadly this appears to be an increasingly common predicament. ...more

No agreement: British Columbia Supreme Court finds termination clause in employee handbook unenforceable

by DLA Piper on

In Canada’s common law provinces, employment is generally not “at will,” meaning an employee whose employment is terminated without cause is entitled to notice of termination of employment. While employment standards...more

Be Aware Belgium - October 2016

by DLA Piper on

In principle, this is only possible after termination of the employment contract, provided a settlement agreement has been concluded with his employer. In order to be valid, a settlement agreement must meet various...more

Sham Guaranties Are (Still) Hard To Come By

In a prior post, Sham Guaranties Are Hard To Come By, we reviewed a decision from the First District Court of Appeal that emphasized how difficult it is for guarantors to win on a “sham guaranty” defense. That defense...more

Litigation Funding Contract Invalidated as Champertous in Pennsylvania

by Reed Smith on

This post does not involve a drug/device case – or even a tort case - but counsel worried about potentially abusive litigation funding should take a look at WFIC, LLC v. Labarre, ___ A.3d ___, 2016 WL 4769436 (Pa. Super....more

Court Upholds Enforceability of “Clickwrap” Employee Agreement

As we have previously discussed, if you want your electronic contracts to be enforceable, it is a best practice to require the counterparty to affirmatively accept the contract by checking a box or clicking a button. A recent...more

North Carolina Court Again Narrows Scope of Post-Employment Restrictions

Last week’s EmployNews reported a Fourth Circuit Court of Appeals decision applying North Carolina law that invalidated an employment non-competition clause due to what it viewed as the overreaching scope of the restrictions....more

Ninth Circuit Holds that Arbitration Provision Prohibiting Concerted Actions Violates the National Labor Relations Act and is...

by Selman Breitman LLP on

In Morris v. Ernst & Young, LLP (hereinafter “Morris”), the Ninth Circuit held that an arbitration provision prohibiting the filing of concerted actions, signed as a condition of employment, violated the National Labor...more

Wisconsin Court Finds Anti-Poaching Agreements to be Unenforceable

by Jackson Lewis P.C. on

Analyzing an anti-poaching agreement as a non-compete agreement, a Wisconsin Court of Appeals has confirmed that a former employee’s agreement not to solicit other employees may be void and unenforceable if it is too broad....more

The Dennis Decision: A Shot Across the Bow for Hospitals

by Williams Mullen on

A recent Virginia court decision questions the reasonable value of health care services and creates a challenge to debt collection efforts by hospitals. In March, the Circuit Court for Henry County, Patrick County, and the...more

Federal Court Decision Provides Useful Guidance to Companies Offering Products and Services Pursuant to Online Terms of Use

On July 29, 2016, Judge Jed Rakoff of the U.S. District Court for the Southern District of New York issued an opinion and order in Meyer v. Kalanick, denying Uber Technologies' motion to compel arbitration of a consumer's...more

Terminal Prognosis For Physician Non-Competes in Rhode Island?

Non-competition provisions signed by Rhode Island physicians on or after July 12, 2016 are now unenforceable pursuant to recent legislation. As summarized in a prior post, the Rhode Island Superior Court in the case Medicine...more

Bankruptcy Courts Closing In – Will An Agreement Requiring Unanimous Consent To File For Bankruptcy Be Effective?

by Bryan Cave on

We’ve all seen it. The business opportunity looks enticing but is laced with risk about a potential bankruptcy filing down the road. As bankruptcy lawyers we are often asked how deals can be structured to prevent a...more

UPDATE: Is Your Workers’ Compensation Program Unlawful?

Under a ruling this week from the California Insurance Commissioner, your company may be insured under an unenforceable workers’ compensation program. You may also be entitled to a refund of premiums paid to California...more

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