In the complex world of commercial international trade, contracts serve as the foundation for successful transactions. A well-prepared contract review checklist provides a basis for lawyers to ensure that all necessary terms...more
While I can’t remember anything specific from my 1-L Contracts class, I’m sure that is where I first was exposed to the concept that an integration clause could prevent a party to a written contract from claiming that other...more
It was important, and still is. If you’ve heard it once, you’ve heard it a thousand times – the general terms at the end of an agreement being referred to as “boilerplate” provisions, a phrase that misleadingly suggests...more
As a startup, one of the most exciting moments in your company’s growth is receiving a proposal from a large strategic or market player who wants to engage in a technical interchange in support of a potential business...more
As the world welcomes in the Year of the Ox, we take a look back at 10 recent decisions that made an impact in the past year. In the decisions, the courts considered fundamental issues such as when an arbitral award may be...more
The Situation: Construction disputes face unique challenges in addition to those faced in other types of commercial disputes. Parties often agree to adopt independent expert determination as a means of managing these...more
The laws governing a commercial agreement fundamentally determine the enforcement of that agreement’s provisions. Surprisingly, US-style commercial agreements place this important concept all the way in the back of the...more
The term “force majeure” takes us on a trip down memory lane to the law school classroom where our contracts professor spoke of antiquated doctrines of limited practical use. Or so we thought. As the COVID-19 outbreak...more
North Carolina recently amended its “anti-indemnity” statute, which generally applies to construction-related contracts and agreements with design professionals. At a high level, the new law places additional restrictions on...more
Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more
The other day I had a client ask me to review some form documents that another party wanted to use in connection with the client’s website. The basis of the request was that he thought I had prepared, or at least reviewed,...more
When drafting executive agreements, it is easy to focus almost exclusively on benefits and wages, the popular areas, without properly addressing some of the legal concerns that have grown over the last several years. Areas...more
What is a Contract Amendment and Why Have an Amendments Clause? A contract amendment is a change in a contract after it has been signed. Amending a contract is similar to taking a bow in for rehairing. When a bow is...more
What are Successors and Assigns Clauses? - Similar to swapping out violin bridges, assignment and successor clauses in contracts describe under what circumstances parties may be substituted in a contract. A typical...more
Although not hidden like the tailgut, at the bottom of most contracts are the signature blocks, which contain the parties’ signatures. Signature block set up and how parties sign contracts can affect validity and...more
Preparing contracts can be like using the music for a performance. Like musicians are expected to perform from memory even when it does not serve them well, contracts include boilerplate language which does not add to the...more
Electronic agreements have become a staple of today’s e-commerce world, and such agreements generally are as enforceable as those written on parchment and signed with a quill pen. One notable exception, however, is where the...more
What is an Attorney Fee Provision? A typical attorney fee provision provides that if either party to a contract brings a lawsuit due to breach of the contract by the other party, the party that wins the lawsuit gets its...more
It has been almost half of a century since I first picked up a violin. I took private lessons for 15 years, attended music camps and festivals in the summers, and obtained a degree in violin performance. Yet, I recently...more
Recitals are important to musicians. Most people who have played a musical instrument have played in a recital. Many proud parents and grandparents may have sat through dozens of lengthy recitals to see a child perform for...more
Concertgoers typically receive a program as they enter the concert hall. Frequently, orchestras include several concerts in a single printed program, so the programs are small booklets, rather than just a couple of sheets of...more
...Sometimes, a composer will throw a curve ball and include notes that are not in the established patterns. Perhaps the composer wants to create a new mood. Or, maybe the composer wants to make a change from the norm to...more
...When reviewing real estate contracts, many people act like an inexperienced musician sight-reading music. They gloss over contract language that doesn’t look specific to their deal. Believing the language to be...more
On 4 July 2017, the German Federal Court of Justice (BGH)—in two separate cases—held that pre-formulated agreements on work fees that are payable independent from the term of the underlying loan and agreed between a financial...more
All contracts follow a similar pattern in their structure. They first contain an introduction (known as “Recitals”) that sets forth the purpose of the contract and the expectations of the parties in entering into the...more