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Choice-of-Law Contract Terms

Jones Day

CJEU Ruling on Asymmetric Jurisdiction Clause Validity—Towards (un)Certainty?

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The Court of Justice of the European Union ("CJEU") recently issued an important ruling in the case of Società Italiana Lastre SpA (SIL) v. Agora SARL (C-537/23). The decision addresses the validity criteria of asymmetric...more

Vinson & Elkins LLP

Guide to Arbitral Institutions and the Seat of Arbitration in France

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When parties plan to resolve disputes by arbitration, there are several key considerations regarding procedure. In the fourth of a multi-part series, we look at two key features to consider when drafting (and applying) your...more

Maynard Nexsen

Can ERISA Plans Avoid California Insurance Code Section 10110.6 with Choice-of-Law Provisions?

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The Ninth Circuit is considering the enforceability of a choice of law provision in an ERISA plan in William White v. Guardian Life Insurance Company, et al., Case No. 24-2681, appeal pending from the United States District...more

Troutman Pepper Locke

Fourth Circuit Finds Unilateral Change-in-Terms Provision Rendered the Arbitration Agreement Illusory Under Maryland Law

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On March 11, the U.S. Court of Appeals for the Fourth Circuit affirmed the district court’s denial of a motion to compel arbitration in two class-action lawsuits. The decision potentially has far-reaching implications for the...more

Robinson+Cole Construction Law Zone

Under New York Law a Recourse Provision Bars Most Claims Except for Fraud

In Iberdrola Energy Projects v. Oaktree Capital Management L.P., 231 A.D.3d 33, 216 N.Y.S.3d 124, the Appellate Division for the First Department ruled that a nonrecourse provision in a contract barred a plaintiff’s causes of...more

Seyfarth Shaw LLP

Key Breakthroughs in the Choice of Governing Law in Guangdong–Hong Kong–Macao Greater Bay Area

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On February 13th 2025, Supreme People’s Court of The People’s Republic of China (“PRC”) issued the Reply on Validity of Agreements by Hong Kong and Macao-Invested Enterprises Registered in Mainland Cities of the...more

Lathrop GPM

Wisconsin Federal Court Transfers Venue to Indiana Notwithstanding Forum Selection Clause

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A federal court in Wisconsin recently transferred a franchisor’s breach of contract lawsuit to Indiana, the location of the franchisee, even though the parties’ supply agreement contained a Wisconsin forum selection clause....more

Lathrop GPM

California Federal Court Grants Remediation Franchisor’s Motion to Stay Proceedings

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A federal court in California recently granted Ringside Development Company’s motion to stay a franchisee-initiated lawsuit pending resolution through alternative dispute resolution. Jameson v. Ringside Development Company,...more

Baker Botts L.L.P.

Don't Get Caught Out: When English Limitation Periods Can Trump Your Contract's Governing Law

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The High Court’s recent decision in Djanogly v. Djanogly [2025] EWHC 61 (Ch) is a rare example of a successful challenge to an arbitration award under s.68 of the Arbitration Act 1996. It also highlights a feature of...more

Lathrop GPM

California Federal Court Grants Franchisor’s Motion to Compel Arbitration but Finds Forum Selection and Choice of Law Clauses...

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A federal court in California recently granted franchisor Spiffy Franchising, LLC’s motion to compel arbitration of a franchisee’s claims, but found the North Carolina forum selection and choice of law provisions in the...more

Seyfarth Shaw LLP

50 State Desktop Reference - What Businesses Need to Know about Non-Competes and Trade Secrets Law - 2024

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As we navigate a rapidly evolving business and legal landscape, Seyfarth proudly presents the latest edition of our flagship publication, the 50-State Non-Compete Desktop Reference. Crafted with precision by our nationally...more

Saul Ewing LLP

First Circuit Says Massachusetts Non-Compete Agreement Enforceable in California Despite State’s Ban

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Last month, in DraftKings Inc. v. Hermalyn, the First Circuit Court of Appeals issued a decision concerning the application of California’s non-compete ban to agreements formed outside the state. Broadly, the decision...more

Morgan Lewis

Applicability of the UN Sales Convention in International Commercial Transactions

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In the case of cross-border sales contracts for goods, it often happens that the contracting parties do not expressly stipulate (in writing) the law applicable to the contract or that the choice of law has not been made...more

WilmerHale

Beating the Odds: First Circuit Doubles Down on Massachusetts Decision Enforcing Noncompete Against Sports Betting Executive Newly...

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Against a growing trend of legislation and broader efforts seeking to limit or eliminate post-employment noncompetition restrictions, recent Massachusetts and First Circuit decisions in a dispute between DraftKings and one of...more

Benesch

First Circuit Declines to Enforce California’s Out-of-State Noncompete Ban

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On September 26, 2024, a Boston-based federal appeals court refused to extend California’s sweeping noncompete ban to agreements that were signed outside the state and governed by another state’s law....more

Carlton Fields

Pennsylvania Federal Court Finds Forum Selection Clause in Services Agreement Between Insurer and Reinsurance Broker to Be Valid...

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In Housing & Redevelopment Insurance Exchange v. Guy Carpenter & Co., a Pennsylvania federal court considered the enforceability of a forum selection clause in a services agreement between Pennsylvania-based insurer Housing...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Washington State Updates and Clarifies Noncompetition and Nonsolicitation Law

The 2024 Washington State Legislature passed Substitute Senate Bill (S.S.B.) 5935 in February 2024, and Governor Jay Inslee signed the bill into law on March 13, 2024, updating and clarifying Washington law regarding...more

Troutman Pepper Locke

Summary Judgment Ruling in Complex Contract Dispute Addresses Issues from A (Admiralty) to W (Warranty) and Many in Between

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In a case involving a fact pattern that could be on a law school exam, EDVA Judge Mark Davis provides a detailed analysis of a series of issues in a complex dispute between a yacht owner and a marine engine manufacturer. What...more

Lathrop GPM

Massachusetts Federal Court Grants Manufacturer’s Motion to Dismiss Distributor’s Franchise Law Counterclaims

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A federal court in Massachusetts has dismissed franchise claims brought against a manufacturer, concluding that the distributor had failed to identify a franchise fee that would qualify it for protection from non-renewal...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

U.S. District Court in Massachusetts Weighs in on the ‘Material Change’ Doctrine and Nurse Noncompetition Exemption

A recent ruling by the U.S. District Court for the District of Massachusetts in a restrictive covenant case, Ascend Learning, LLC v. Bryan and SPIN-Learning, LLC, No. 22-cv-11978 (August 16, 2023), has implications for the...more

FordHarrison

Noncompete News: The More Things Change, the More They Remain the Same: Georgia Supreme Court Addresses Choice of Law Provisions...

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Historically, Georgia courts have declined to apply another state’s law to determine whether to enforce restrictive covenants against a Georgia employee, regardless of whether the agreement stated that another state’s law...more

Lathrop GPM

Tennessee Federal Court Compels Arbitration in Fraudulent Inducement Dispute

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A federal court in Tennessee recently compelled arbitration for parties in a franchise disclosure dispute. B&P Glass Mirror, LLC v. Clozetivity Franchising, LLC, 2023 WL 3484205 (M.D. Tenn. May 16, 2023). Plaintiff B&P...more

Winstead PC

Limitation of Liability Clauses in Business Contracts: Limiting Potential Damages and Avoiding Pitfalls - Presentation

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David F. Johnson co-presented with Zachary S. Davis from Stoel Rives LLP, in Portland, Oregon, on “Limitation of Liability Clauses in Business Contracts: Limiting Potential Damages and Avoiding Pitfalls” on January 31, 2023,...more

Ward and Smith, P.A.

Does Your Organization Use Non-Compete, Non-Solicitation, and Nondisclosure Provisions? Employer Best Practices for Restrictive...

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It is no hidden secret that many employers use various restrictive covenants to protect their trade secrets, confidential information, goodwill, and customer relationships.  For example, employers often use non-compete...more

K&L Gates LLP

Litigation Minute: Choice of Law and Forum Clauses in Deal Work (Deal Litigation Series: Part Four of Four)

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WHAT YOU NEED TO KNOW IN A MINUTE OR LESS - Choice of Law (COL) and Choice of Forum (COF) clauses are not like cheap baseball caps—one size does not fit all. While these provisions may not be scintillating, they are important...more

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