Written Agreements

News & Analysis as of

The Ins and Outs of Joint Powers Authorities in California

Joint Powers Authorities are legally created entities that allow two or more public agencies to jointly exercise common powers. Forming such entities may not only provide a creative approach to the provision of public...more

Florida DEO Says Uber Drivers are Independent Contractors

For anyone following the employee versus independent contractor battles, Uber just scored in Florida. The Florida Department of Economic Opportunity (DEO) says Uber drivers are independent contractors and are not entitled to...more

FAST Act Fixes Dodd-Frank Swap Glitch

Although primarily a transportation bill, the FAST Act contains other provisions, including provisions simplifying securities laws and another provision fixing the Dodd-Frank Act. As describe by CFTC Commissioner J....more

Receiving a Deduction for Your Charitable Contribution on Giving Tuesday

Yesterday was Giving Tuesday, so ths blog post focuses on ensuring that you are doing everything necessary to receive your charitable deduction, especially in light of a recent court decision. ...more

PA Supreme Court Confirms “Magic” Language Cannot Save Otherwise Unenforceable Non-Compete Agreement

The Pennsylvania Supreme Court recently re-affirmed the principle that in order to have an enforceable non-compete agreement in Pennsylvania, the agreement must be supported by adequate consideration and that a statement...more

Pennsylvania Supreme Court Holds Uniform Written Obligations Act Does Not Allow Employer To Enforce Noncompete Unsupported By...

In Socko v. Mid-Atlantic Systems of CPA, Inc. (No. J-40-2015), the Pennsylvania Supreme Court ruled on an issue of first impression: whether the state’s Uniform Written Obligations Act (“UWOA”) allows employers to enforce a...more

Pennsylvania Supreme Court Finds That UWOA Language Does Not Waive Right to Challenge Adequacy of Consideration for Restrictive...

On November 18, 2015, in a highly anticipated decision, the Pennsylvania Supreme Court held that employers could not use the language set forth in Pennsylvania’s Uniform Written Obligations Act (“UWOA”) to avoid providing...more

Rectification in a Tax Context: The Intention Standard Prevails

A drafting mistake in an agreement can result in significant and unintended tax consequences. In the recent case of Baytex Energy Ltd. v. Canada (Attorney General) (Baytex), the Court of Queen’s Bench of Alberta (Court)...more

Reality Check: What Marcus Lemonis Learned About Purchasing Intellectual Property That Your Business Should Too

Entrepreneur and reality television star Marcus Lemonis, host of CNBC’s The Profit, has learned a tough lesson about contract law. With a business strategy that makes every lawyer cringe, Lemonis prides himself on having made...more

I Paid For It, So I Own It, Right? Well…

You’ve formed your company, and you’ve qualified to do business (if you haven’t, see last week’s blog). But more than that, you’ve engaged a third-party web designer (not your employee) to create a web site for you....more

Did It Need To Be In Writing?

Surratt v. Brown, 2015 NCBC 72, decided last week by the Business Court, involved an oral partnership to open and operate tattoo parlors throughout North Carolina. Plaintiff and Defendant entered into an partnership...more

(US) Commercial Real Estate Brokerage Agreements: Imprecise Commisson Language Can Cost You

It would be unfair (and likely bad faith) for a property owner to terminate a brokerage agreement prior to entering into a sales agreement or lease just to avoid paying a real estate commission. Yet, if a property owner is...more

Labor Commissioner's Uber Decision: A Reminder of Misclassification Dangers

On June 3, 2015, the California Labor Commissioner ruled that a San Francisco-based driver for the popular ride coordination service Uber Technologies, Inc. (“Uber”), was an employee rather than an independent contractor....more

Jointly Owned Inventions and Patents

Difficulties can arise with respect to jointly owned inventions and patents if a written agreement is not in place which specifies the rights and responsibilities of the respective joint owners. Do not rely on oral...more

Federal Circuit Decision Settles GAO/COFC Split on Agency’s Use of Cooperative Agreements

In March, the Federal Circuit settled a split between the Government Accountability Office (“GAO”) and the Court of Federal Claims that focused on the gray area between cooperative agreements and procurement contracts. Siding...more

Agreements Re-Entered Into Between City and Successor Agency Pre-AB 1484 are Enforceable Obligations - These Agreements May be...

A Sacramento County Superior Court has ruled that agreements formerly entered into between the city of Riverside and its redevelopment agency, and subsequently re-entered into between the city and the redevelopment agency’s...more

Software Licensing in M&A Transactions

Sometimes an acquired asset may just be a liability in disguise. Scott & Scott, LLP attorney, Brian Von Hatten, looks at a case that underscores the costs of failing to scrutinize agreements with respect to intellectual...more

Updates Regarding Non-Compete Agreements In Connecticut

A new Connecticut law places some restrictions on the use of non-compete agreements in the context of employer mergers and acquisitions....more

AIFMD: Impact on US Investment Advisers - June 2013: Sub-adviser to an EEA manager

AIFMD will affect the operations of US investment advisers which undertake investment management functions and certain other so-called collective management functions in respect of the portfolios of EEA or non-EEA AIF under...more

Legal Alert: IRS Clarifies "Binding Written Contract" Definition in Renewable Energy Tax Credit Begun Construction Guidance

On April 25, 2013, the Internal Revenue Service updated guidance issued on April 15, 2013, that explained how to satisfy the new “begun construction” requirement for the renewable energy section 45 production tax credit (PTC)...more

Lenders Beware - Oral Statements may Trump Written Agreements

The California Supreme Court recently held that a borrower may rely upon oral promises to support a fraud claim against its lender even when such oral promises contradict the written agreement....more

Don't Panic - The Fall of Pendergrass and Restoring the Full Fraud Exception to the Parol Evidence Rule May Not Be as Bad as You...

In Riverisland Cold Storage, Inc., v. Fresno-Madera Prod. Credit Ass., S190581, the unanimous California Supreme Court recently overturned the widely criticized Pendergrass rule, thus restoring the full breadth of the fraud...more

California Supreme Court Eases Admissibility of Oral Statements in Contract Fraud Disputes

California, like most jurisdictions, prohibits parties to integrated contracts from introducing “parol evidence” — this is, evidence of prior written or verbal agreements made by a party to a contract — if those alleged...more

New York Appellate Court Enforces ‘No Oral Modification’ Clause, Holds Parties to Their Written Agreement

In response to a deluge of cases involving parties’ attempts to enforce oral modifications of contracts, the New York Appellate Division, First Department recently reiterated that contractual provisions requiring amendments...more

Implementing the Restrictions on the Number of Physician Supervision and Collaboration Agreements under Illinois Law

Restrictions on the number of supervision agreements and collaboration agreements an Illinois physician may maintain require careful oversight and knowledge of the need to ensure compliance with these limitations. Changes to...more

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