Webinar | Negotiating with Goliath: How Startup GCs Can Navigate Power Differentials in Contracting
The Impact of War on Commercial Contracts and the Global Supply Chain
Law School Toolbox Podcast Episode 267: Listen and Learn -- UCC 2-207 ("The Battle of the Forms")
Williams Mullen's COVID-19 Comeback Plan: Streamlining Your Commercial Contract Negotiations
Bar Exam Toolbox Podcast Episode 98: Listen and Learn -- The "Battle of the Forms" under UCC 2-207
Bar Exam Toolbox Podcast Episode 71: Tackling an MEE Contracts Essay Question
The Benefits of Commercial Item Contracting
California law has changed. The change now makes it easier for California litigants to sue their opponents for fraudulently breaching a contract. Lawyers who negotiate and draft agreements subject to California law should...more
In part one, we discussed key considerations for the possible inclusion of commercial contract provisions affording a party with excusal/relief from liability for nonperformance of an obligation that it otherwise would have...more
The foundation of virtually every business and commercial transaction is a contract. It is difficult to imagine a transaction for the purchase or sale of goods, the merger or acquisition of a business, or the provision of...more
Operation Swords of Iron constitutes a state of emergency in Israel unlike any other in past decades, with at least 1,400 citizens killed and some 300,000 reservists called up for duty. This state of emergency is being felt...more
Contracts for the sale of land or goods often impose “conditions precedent.” This means something must occur before a claim or duty arises. There are many distinct types of these provisions, but a fairly standard condition...more
Agreeing to a contract does not require everyone sitting around a table signing documents; sending a “thumbs up” text message emoji was sufficient to agree to a contract according to a recent Canadian court decision....more
A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal...more
Ohio- Agent’s Liability Under Contract- Nat’l Church Residences v. Kessler, 3rd Dist. Union, No. 2023-Ohio-1437. The Third Appellate District reversed the trial court’s decision to grant the plaintiff summary judgment,...more
Early on in the COVID-19 pandemic, many businesses began to scrutinize force majeure clauses in their commercial contracts and leases. Such contractual clauses, when engaged, either permanently or temporarily relieve the...more
A recent case (Last Bus Ltd (trading as Dublin Coach) v Dawsongroup Bus and Coach Ltd [2022]) has provided a useful reminder of the circumstances in which commercial parties may exclude statutory implied terms, as well as...more
This article discusses termination provisions parties should consider when they enter into a contract, the contract termination process, and when parties should consider post-termination obligations....more
That title is not a typo. But, you may ask, how can you check a contract if you do not have one? And, why? Ok, so the title is a little tricky. But consider the situation below. In the negotiation of a complex contract,...more
A sole and exclusive remedy clause allows parties to a contract to choose specific remedies and relief available under the terms of the agreement. Essentially, exclusive remedy provisions restrict a party's available remedies...more
Customers and suppliers may not willingly admit they are in distress, even when sources of economic pressure can be found everywhere. However, there are some practical steps you can take to increase your situational...more
The Commercial Division’s decision in Rockmore v. Plastic Surgery Associates, LLP demonstrates the broad scope of ERISA preemption and the difficulty of pleading breach of fiduciary duty and conversion claims alongside breach...more
Whether to terminate of a complex agreement for material and/or repudiatory breach is a common and yet difficult decision to make as a business (and to advise on as a lawyer). And, given the unpredictability of the outcome,...more
Importantly for commercial parties, the decision indicates that parties are assumed to be aware of this approach. Liquidated damages clauses provide pre-agreed remedies for contracting parties in the event of particular...more
The UK Supreme Court has recently confirmed an important principle regarding the application of liquidated damages clauses. In Triple Point Technology, Inc v PTT Public Company Ltd, the Supreme Court confirmed that, as a...more
Sir Rupert Jackson sitting in the Court of Appeal had found that the liquidated damages clause providing for liquidated damages to be paid for each day of delay by the contractor “from the due date for delivery up to the date...more
From time to time, those seminal cases we all studied during the early parts of our career pop up in practice. We’re all familiar with them: the snail in the bottle in Donoghue v Stevenson; the spurious sounding flu remedy in...more
Agenda: - Common issues in transactional contracts that open up opportunities for litigation - How aggressive companies are taking deal money back...more
As the COVID-19 pandemic continues to wreak havoc on our social, legal, financial, real estate, and healthcare systems, the widespread disruptions caused by the COVID-19 outbreak have in certain instances made it impossible...more
David Marmins, my incredibly talented partner, has written a great legal update on whether the coronavirus is a force majeure event in U.S. contract law. This is essential reading for any Irish or Northern Irish company with...more
In this age of non-stop news coverage, we continue to be bombarded with news of how the COVID-19 pandemic is affecting our world. Most would likely agree that the pandemic was unforeseeable and that it was out of anyone’s...more
Under English law, it’s clear that the key issue will be to understand and apply the specific terms of each contract, with the English courts looking to interpret contractual clauses by initially considering the natural and...more