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Contract Drafting

Trap for the Unwary: How A Manufacturer Can Assure Itself That New York Law Will Apply To Its Contracts

We review a lot of manufacturing contracts for our clients. As most people know, there are often clauses that dictate what law will apply if there is a dispute (a.k.a. “choice of law” clauses) and where that dispute will be...more

[Webinar] Best Practices for Employers When Dealing With Issues Relating to Employment Agreements with Restrictive...

by Conn Maciel Carey LLP on

Many companies frequently use non-compete and non-solicit clauses in their employment agreements. However, there are several important legal issues to consider before drafting and executing these agreements. When an employee...more

Dealing on Written Standard Terms of Business—Guidance from the English Court of Appeal

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

Bound by your bargain

by Dentons on

During April 2015, the Court of Appeals (Civil Division) delivered its judgment in MT Hojgaard A/S v. E.ON Climate and Renewables UK Robin Rigg East Limited [2015] EWCA Civ 407....more

Courts Will Not Sever Defective Termination Provisions

by Bennett Jones LLP on

North v Metaswitch Networks Corporation, 2017 ONCA 790 [Metaswitch] is the latest in a series of employee-friendly appellate level decisions where a contractual termination provision is not enforced. The Ontario Court of...more

Can “And” Be A Disjunctive Conjunction?

by Allen Matkins on

Yesterday, I wrote about New York Judge Marcy Friedman’s opinion in Special Situations Fund III QP, L.P. v Overland Storage, Inc., 2017 N.Y. Misc. LEXIS 3878, 2017 NY Slip Op 32125 (Oct. 10, 2017). The case involved a...more

Drafting Maryland Liability Releases

by Pessin Katz Law, P.A. on

The drafting of liability releases has always been complicated and recent legal developments in Maryland have made such drafting even more complicated. Some non-exhaustive things to think about when drafting liability...more

Consider Whether the Promise of a Bird in the Hand is Better Than Two in the Bush

When drafting settlement agreements, most lawyers give due attention to the scope of any release clause. And for good reason: for defendants, the extent to which the release protects against future litigation is critical, and...more

Litigating Indemnities and Reps and Warranties: What You Thought You Negotiated May Mean Something Else

by Bryan Cave on

Many of us have unfortunately experienced the perils and pitfalls that follow when imprecise terms and definitions appear in deal documents. The risks of imprecision are especially acute in the area of indemnities,...more

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

by Morrison & Foerster LLP on

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

The Dialogue: About Firing Employees and Negotiating Severance Agreements

by Shipman & Goodwin LLP on

The Dialogue – an occasional discussion between myself and a prominent employee-side attorney, Nina Pirrotti returns today after a late summer hiatus. Today’s chat focuses on employee separations and severance agreements. ...more

Global Private Equity Newsletter - Fall 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

A delicate balance has evolved over time in leveraged acquisitions with respect to the nature of the contractual relationship between a target and its owners, on the one hand, and the debt financing sources of the buyer, on...more

Global Private Equity Newsletter - Fall 2017 Edition: The Dangers of Undefined Fraud Carve-Outs and “Inelegant Drafting”

by Dechert LLP on

Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to...more

Accountant and Attorney Liability NewsBrief - Fall 2017

by LeClairRyan on

Our attorneys have published the Fall 2017 edition of LeClairRyan's Accountant and Attorney Liability NewsBrief. In this issue: - Supreme Court Limits SEC Disgorgement to Five Years - Revised Form I-9 Released:...more

Omaha Breach: Doctrine of First Breach May Hinge on Correct Contract Interpretation

Which party first breached a contract often plays a determinative role in assessing entitlement for damages in a contract dispute. This theory is often referred to as the First or Material Breach Doctrine....more

California Bill May Spur Rewriting Gender Boilerplate

by Allen Matkins on

On the penultimate day of the current session, the California legislature passed SB 179 (Atkins & Wiener). If signed into law by Governor Brown, this bill would enact the California Gender Recognition Act. In general, SB...more

Time for a Reminder

by Hogan Lovells on

Timing is everything, they say, and nowhere is that more true than in the law of contract, where a failure to meet a deadline can have serious commercial and practical ramifications for the parties. In this blog Tim Reid has...more

Agreements to agree and obligations to renegotiate: what can you rely on?

by Dentons on

At the contract formation stage, leaving key issues for future negotiation may mean you only have an agreement to agree rather than an enforceable commitment. But what is the position if you include in the agreement an...more

Protecting Business Interests: Don't Get Stung by an Overly Wide Non-Compete

by Faegre Baker Daniels on

In Tillman v Egon Zehnder Ltd [2017] EWCA Civ 1054 the Court of Appeal examined the enforceability of a non-compete covenant. Ms Tillman was the global co-head of financial services at Egon Zehnder Ltd (EZ), a professional...more

What You Need To Know About Business Contracts

by Revision Legal on

Business Contracts 101: The Basics - When you are running your business, almost everything you do is contractual, even if you do not see yourself as making and accepting contracts. If you email over a purchase order to...more

Tips for Drafting Executive Employment Agreements – Tip #4 – Beware of 409A

by Bryan Cave on

This article continues with another tip for drafting executive employment agreements and the importance of consulting counsel. For every well drafted executive employment agreement in the business world, there seem to be...more

Tips for Drafting Executive Employment Agreements – Tip #3 – Restrictive Covenants

by Bryan Cave on

This article continues with another tip for drafting executive employment agreements and the importance of consulting counsel. For every well drafted executive employment agreement in the business world, there seem to be...more

Robotic Review: The Use of Artificial Intelligence in Contract Review

Through the help of artificial intelligence (“AI”), your smartphone can act as a GPS that adjusts its recommended route in real-time based on emerging traffic patterns. By adapting to changes in traffic, the smartphone is...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

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