News & Analysis as of

Commercial Contracts

Location, location, location – situs of the debt owed under letters of credit – Taurus Petroleum Limited v. State Oil Marketing...

by Dentons on

This judgment of the Supreme Court was given in the context of proceedings to enforce an arbitration award. It is interesting in its consideration of...more

Changes to the Commerce Act: five things you need to know

by DLA Piper on

In our last competition and market regulation update we noted that the Government had failed to progress the Commerce (Cartels and Other Matters) Amendment Bill, which was introduced to the house in 2011. The Bill has finally...more

EU & Competition Law Update – August 2017

by Bryan Cave on

The UK Government’s Brexit strategy took another step forward on 13th July 2017 with the publication of the European Union (Withdrawal) Bill, commonly referred to as the “Great Repeal Bill”. There was not much of a fanfare...more

California Supreme Court Issues Critical Opinion Regarding Structure and Language of Contractual Attorneys' Fees Provisions

by Allen Matkins on

The California Supreme Court recently issued its opinion in Mountain Air Enterprises v. Sundowner Towers, addressing a simple but important question regarding attorneys' fees provisions in commercial contracts: If a contract...more

NC Legislature Decides To Legislate Choice Of Law Provisions In "Business Contracts"

by Brooks Pierce on

The North Carolina General Assembly has decided to legislate choice of law in commercial transactions. The new statute, enacted in June, is called the "North Carolina Choice of Law and Forum in Business Contracts Act."...more

M&A Watch: That’s the Way the Cookie Crumbles – Delaware Court Rejects MAE Claim in Commercial Contract Litigation

by Shearman & Sterling LLP on

The Delaware Court of Chancery recently reaffirmed its approach to Material Adverse Effect jurisprudence in the context of a commercial arrangement. Please see full Analysis below for more information....more

Accounting for ‘Benefits’ of Mitigation in Commercial Contracts – the Wider Effects of the UK Supreme Court’s Decision in The New...

by Reed Smith on

The UK Supreme Court recently handed down its anticipated decision in The New Flamenco case, reversing the much debated Court of Appeal decision from last year. The Supreme Court decision provides important guidance on the...more

Smart contracts

by Dentons on

What is smart technology? All technology is equal, but some technology is more equal than others. "Smart" technology is a term used to describe devices and systems that are capable of adapting and modifying their behaviour...more

Limited role for contra proferentem rule in the interpretation of commercial contracts

by Allen & Overy LLP on

In a dispute over the scope of an exemption clause in a construction contract, the Court of Appeal declined to apply the contra proferentem rule, emphasising its very limited role when interpreting a commercial contract...more

Court Of Chancery Addresses Material Adverse Change Clause In Commercial Contract

by Morris James LLP on

A material adverse change or effect clause permits a party to avoid its contractual obligations under certain circumstances. Delaware courts have addressed so-called “MAC” clauses in the merger agreement context on a number...more

Proposed Consumer Contracts Restatement Critiqued at ALI Annual Meeting

by Ballard Spahr LLP on

At the American Law Institute (ALI) annual meeting in Washington, DC on May 22-24th, members had the opportunity to review a discussion draft of the Restatement of the Law Third, Consumer Contracts. The draft is the result...more

Contract Corner: Change Management in Commercial Contracts (Part 2)

by Morgan Lewis on

In our earlier Contract Corner post, we discussed the need for change management provisions to reduce the risk of costly renegotiations that could otherwise arise from changes that occur over the life of the long-term...more

Contract Corner: Change Management in Commercial Contracts (Part 1)

by Morgan Lewis on

While a primary goal of any well-crafted commercial agreement is durability—terms that work for the life of the agreement—the only certainty in the course of a long-term commercial relationship is the inevitability of change....more

Textualism and Contextualism in English Contractual Interpretation – Concord Not Conflict

by McDermott Will & Emery on

A recent UK Supreme Court judgment provides helpful guidance on the alternative pathways available to the courts in construing commercial contract provisions. ...more

Between the Clouds: Best Practices for Selecting Hosted Solutions in the Transportation and Logistics Industry

by Benesch on

Transportation and logistics providers are increasingly adopting cloud technology to bring connectivity and scale to their core operating systems. This trend will continue for the foreseeable future....more

Supreme Court confirms that both commercial common sense and the natural meaning of the words matter in contractual interpretation

by Allen & Overy LLP on

In Wood v Capita Insurance Services Ltd [2017] UKSC 24, the Supreme Court again examined the principles of contractual interpretation. In Arnold v Britton the Supreme Court had cautioned against commercial common sense...more

Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

by Morris James LLP on

Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements...more

India Modernizes its Arbitration System: U.S. Companies Should Consider Arbitration Clauses in Indian Commercial Contracts

by Foley & Lardner LLP on

The Indian court system has gained an unfortunate reputation for being notoriously slow, cumbersome, unpredictable, and unreliable, which makes solving commercial disputes in India a challenging ordeal. India ranks near the...more

No hiding a cartel under a joint venture marketing company

by Bryan Cave on

We are used to companies being fined for cartels acting undercover to agree on prices or other market parameters. What about companies openly agreeing together through a joint venture company?...more

Recoverability of adjudication costs: TCC shouts down Lulu

by DLA Piper on

In our previous article in this series, "Recoverability of adjudication costs: Is Lulu something to 'shout' about?", we predicted that parties may incorrectly see the TCC decision in Lulu v Mullaley as authority to claim...more

Commercial Division allows fraudulent conveyance claims to proceed in two separate cases

In a pair of recent decisions, Justices Shirley W. Kornreich and Lawrence K. Marks of the Commercial Division ruled that creditors could proceed on their fraudulent conveyance claims seeking reversal of asset transfers made...more

Michigan Supreme Court Makes Commercial Non-Compete Agreements Easier to Enforce

by Miller Canfield on

It is now a lot easier to enforce commercial noncompete agreements in Michigan. In its recent decision in Innovation Ventures v. Liquid Manufacturing, a unanimous Michigan Supreme Court holds that commercial noncompete...more

Top 10 Tips – Contractual Audits

by Reed Smith on

Audit provisions are very commonly found in commercial contracts, especially those which involve payment of a licence fee or royalty. They are often not the clauses which attract the most attention during contract...more

West Coast Real Estate Update: February 2017 #2

by Holland & Knight LLP on

Jury Trial Waiver Undone by a Fundamental California Policy - It is common for commercial contracts to contain a choice of law provision. Some commercial contracts may even contain a clause that waives the right to seek...more

Service of contractual notices under standard form financial contracts – lessons to learn

by Dentons on

Where a contract sets down requirements for the service of notices under it, it is essential to comply with them strictly. Lord Hoffman famously said in Mannai Investment Co Ltd v. Eagle Star Life Assurance Co Ltd: "If the...more

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