A federal court in Ohio recently denied in part a franchisor’s motion for summary judgment related to a dispute over the renewal of two area representative agreements. KAM Dev., LLC v. Marco’s Franchising, LLC, 2023 WL...more
Have you amended a contract recently? Read on. You might have wanted to vary the terms of an existing contract. But a court will look at what parties have said and done to determine objectively what their intent was. If the...more
With the 27 December 2022 deadline for updating data transfer contracts with the EU SCCs fast approaching, this alert mines European Commission guidance, as well as the team’s experience, and offers some tips for successful...more
Contracts entered into prior to Sept. 27 will need to be amended to adopt the new standard contractual clauses by Dec. 27, 2022. As of Sept. 27, entities entering new contracts that are subject to the General Data...more
Changes to complex commercial contracts are inevitable. These contracts, such as large outsourcing agreements, typically include a master services agreement (MSA) and a high number of exhibits and attachments describing the...more
Real estate leases, purchase contracts, and contracts frequently include “codas” or “finales,” such as exhibits, schedules, and addenda, attached at the back. Just as it’s vital that musicians follow the composer’s...more
Maynard Industrial Properties Associates Trust (MIPA), a commercial landlord, sued Comcast of Massachusetts III, Inc. (Comcast). The dispute focused on the amount Comcast would owe under an extension of the amended lease....more
This article is the second in a series looking at how to address some of the issues affecting trade finance documentation and transactions in the current climate. The first article in this series analysed some of the...more
The coronavirus (COVID-19) health crisis and associated economic downturn is expected to have a significant impact on commercial real estate lessees, as their ability to attract in-person customers and otherwise generate...more
In addition to memorializing the economics and financial benefits gained by parties from a given contractual arrangement, commercial contracts commonly allocate known and unknown risks between business parties....more
The staffs of the Securities and Exchange Commission’s Division of Corporation Finance, Division of Investment Management (IM Division), Division of Trading and Markets, and Office of Chief Accountant (collectively, Staff) on...more
How Parties Can “Finish” an Unfinished Contract - The easiest way to “finish” an incomplete contract is when the parties agree how the contract is to be completed. There are three main ways parties might do this:...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
The California Consumer Privacy Act ("CCPA") was enacted in early 2018 as a political compromise to stave off a poorly drafted, and plaintiff’s friendly ballot initiative. Although the CCPA is scheduled to go into force in...more
The Second District Court of Appeal held that the purported amendment of an agreement to extend the period in which billboards were permitted within the City constituted a new agreement and hence violated the terms of a...more
The parties to an agreement agree upon a change to the terms. Should the change be labeled an "amendment" or a "new agreement". Often this will simply be a question of nomenclature. Sometimes, however, more the difference...more
In a recent decision, Rosas v Toca, 2018 BCCA 191 [Rosas], the British Columbia Court of Appeal turned sharply away from traditional contract law principles by holding that parties may modify a contract without providing...more
Decision confirms that oral modifications to a contract will not be effective if the contract contains a no oral modification clause. In a recent decision, the UK Supreme Court confirmed that an oral modification to a...more
The English Court of Appeal considers whether the use of model form agreements could constitute dealing “on written standard terms of business” The decision will give comfort to lenders who use precedents or model form...more
Companies should be reviewing their existing contracts — at least those which may still apply at the point of Brexit — and amending the standard terms of business they propose to use from now on, to account for when the UK...more
The English Court of Appeal recently held that an express clause in a contract requiring that any amendment be in writing and signed by the parties does not preclude oral or unsigned amendments to the contract. In holding...more
The English Court of Appeal has held that parties are free to agree to whatever terms they choose to undertake, whether in writing, by spoken words, or by conduct; this freedom trumps non-oral variation clauses....more
Yesterday, the Supreme Court stiffened its stern treatment of non-compete agreements. At issue in Beverage Systems was a non-compete clause that allowed the trial court to modify its geographic scope if the court determined...more
The automotive industry has recently enjoyed a strong period of sales growth and productivity. But even during this period, some manufacturers and raw materials suppliers continue to face pressures presented by financially...more