A federal court in Minnesota has dismissed a claim under the Minnesota Franchise Act (MFA), holding that a franchisor’s consent to the assignment of a franchise does not constitute a sale or an offer to sell under the Act....more
After months of working with a new developer client (and providing hours of unreimbursed value engineering) and hard negotiations over the cost plus GMP contract (fighting over indemnity/escalation/savings/liquidated damage...more
In PCS Nitrogen, Inc. v. Cont'l Cas. Co., 436 S.C. 254, 871 S.E.2d 590 (2022), the Supreme Court of South Carolina formally adopted the “post-loss exception” - a common law rule providing that insurer consent is not required...more
On April 13, 2022, the South Carolina Supreme Court held that an insured’s assignment of its rights under a liability policy, without the insurer’s consent, is valid once “loss” has taken place, even if the insured’s...more
Gabb v. Farrokhzad - Landlord's Unreasonable Refusal to Consent to an Assignment of a Lease - ..Mr Gabb owned a flat in Kensington and had a difficult relationship with his landlord, Mr Farrokzhad. Following some...more
With the economic downturn caused by COVID-19, many expected a tidal wave of commercial bankruptcy filings. After an initial spike of retail bankruptcy cases at the outset of the pandemic, the onslaught of bankruptcy has not...more
There are many situations, both in real estate transactions and in non-real estate transactions, when a party to a contract wishes to transfer, or assign, its contractual rights to somebody else. Assignments are commonplace...more
In Mayo Found. For Med. Educ. & Research v. BP Am. Prod. Co. a United States District Court considered the circumstances under which a lessor can withhold its consent to assign an oil and gas lease....more
In Barrow-Shaver Resources Company v. Carrizo Oil & Gas, Inc the Supreme Court of Texas has held again, here in a consent-to-assign dispute, that a contract means what the words say, even if in negotiations a landman said...more
Because there can be more than one individual or entity that holds an interest in property, a property insurance policy is generally drafted in such a way to identify and protect all the individuals or entities who have an...more
Having decided to sell your winery, you have hired a broker or adviser to help you market the property, circulated marketing materials to prospective buyers, and invited those buyers to submit an expression of interest....more
Most dealership and franchise agreements require the franchisor's prior written consent to the transfer of a business from one franchisee to another. The new franchisee is often required to sign the franchisor's then-current...more
Offer-back clauses in leases are sometimes used to give the landlord greater control over the identity of the tenant at a property. However, the mechanism of operating an offer-back clause can be problematic as demonstrated...more
The United States Court of Appeals for the Eighth Circuit recently held that a successor employer, who was assigned non-competition agreements as part of an asset purchase, could seek to enforce the non-competition agreements...more
So, you’re a landlord who’s entered into a 30-year lease, the lease has rent escalation clauses which are dramatically out of step with the market, and it’s your view that you are therefore losing money every month. The...more
Carve-out transactions can quickly become complicated by employment considerations — who stays, who goes and what practices govern the transitions. At the April 18, 2016, "Skadden Cross-Border M&A Conference 2016:...more
Increasingly, companies are having employees sign noncompete and nonsolicitation agreements in order to protect the company, and its customer base, should the employee leave the company. These agreements are clearly...more
A purported assignment of a contract without consent and an alleged novation were ineffective, the BC Court of Appeal recently held in Barafield Realty Ltd. v. Just Energy (B.C.) Limited Partnership, 2015 BCCA 421 [Barafield]...more
Asset purchase and sale transactions are a preferred structure for many corporate deals. For a variety of reasons, it may be prudent for businesses or product lines to be transferred through these transactions, and an asset...more
In 21st Century Ins. v. Superior Court (No. E062244; filed 9/10/15), a California appeals court confirmed that a defending insurer is not bound by a stipulated judgment entered without its consent, and the fact that the...more