Law School Toolbox Podcast Episode 487: Listen and Learn -- Consideration (Contract Law)
What Does "Cash Free / Debt Free" Mean?
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
Private Equity and Delaware Law – Part Two
3 Key Takeaways | Drafting & Navigating Dispute Resolution Clauses
Private Equity and Delaware Law – Part One
Cyberside Chats: There is a war in Europe. What does that mean for your cyber insurance policy?
Beyond Regulations: Hospice Business Contracts and Contract Disputes
Structuring DSO/MSO Healthcare Ventures and Practice Acquisitions
Monthly Minute | Global Supply Chain Issues
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
Risk Prevention Strategies: Ownership of Employee-Developed Inventions and Intellectual Property
Noncompete Agreements - Traps for the Unwary: Part 1
Roadmap to Joint Venture Agreements: Legal and Accounting Considerations
Government Contracting Phase One: Transitioning From Commercial to Government Work
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Monthly Minute | Due Diligence Considerations Related to COVID-19
MAE Clauses: Troutman Sanders and Pepper Hamilton COVID-19 Litigation Podcast Series
Jones Day Presents: What is Smart Code and How Does it Relate to Smart Contracts?
Tax Provisions in Business Acquisition Agreements
The ASBCA restrictively interpreted standard release language in a government modification. In the Sauer Construction case, ambiguous release language couldn't bar a remediation claim, highlighting the need for clear...more
If you draft contracts, you want to ensure, if there's ever a dispute, that the court agrees with your meaning. As a litigator, you will want the words to mean whatever your client wants them to mean. Either way, you need to...more
English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when...more
The Israeli Ministry of Justice recently published a memorandum of law amending the Contracts Law, which seeks to add unique rules of interpretation to business contracts. In the economic press, we saw dramatic headlines...more
It is often appealing for businesses that are under pressure to get contracts signed to turn to template documents. While these templates can be very convenient, it is imperative, especially with regard to liability...more
Every first year law student in the U.S. takes a course on the Law of Contracts. It’s a rite of passage where lawyers-to-be learn all about things like consideration and legally-enforceable promises. And as lawyers, we also...more
The Court of Appeal has (thankfully) confirmed there are no special rules of interpretation when it comes to relational contracts. This was a dispute about whether Quantum Actuarial had to do what was necessary to...more
A recent Scottish case involving a dispute over the calculation of the purchase price under a share purchase agreement highlights the importance of ensuring that definitions (and other terms in an agreement) accurately...more
Oftentimes, individuals attempt to negotiate deals on their own without the benefit of legal advice and assistance. At best, this can lead to certain pitfalls. At worst, this can lead to the complete invalidity of the...more
Parties exchange drafts of a contract and before signing one party surreptitiously substitutes provisions in the copy to be executed. Some might call this "promissory fraud", but as Justice William Dato explains in an...more
Once again the court looks at the vexed question of the distinction between a guarantee and an indemnity....more
In the recent case of Travelport Ltd v Wex Inc [2020] EWHC 2670 (Comm) (the “Travelport Case”), the High Courts of England considered the construction of a material adverse effect clause (“MAE Clause”) in which a party sought...more
In Endeavor Energy Resources, L.P. v. Energen Resources Corp. et al. the Supreme Court of Texas construed a continuous development clause in an oil and gas lease covering 11,300 acres in Howard County. After the primary term,...more
The Court of Appeal has briefly considered the old chestnut of the admissibility of pre-contractual negotiations as an aid to interpreting an agreement: Morris Homes v Cheshire West and Chester Council....more
On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more
Data license agreements have been a hot ticket item of the digital health market and are here to stay. With the exponential growth in licensed data, including de-identified patient data, data license agreement litigation and...more
As hard as real estate agents, title companies, attorneys, and anybody else who drafts contracts, may strive for perfection in their drafting, it is not unusual for the finished product to include a provision that is...more
In a case that could have a significant impact on the interpretation and drafting of patent licensing agreements, a patent licensee filed an appeal for an en banc proceeding at the Federal Circuit to challenge the court’s...more
Limited liability companies (LLCs) are famously referred to as “creatures of contract”, whereas the governance of a corporation is comparatively fixed by statute. When forming an LLC, the members have broad discretion to...more
It's often difficult to predict how a court will interpret text, whether the text is part of a statute, a regulation, or a contract. Sure, courts have tools to aid their interpretations, but how a court will apply those tools...more
Many a construction dispute turns on defects. A significant subset of those turn on whether the existence of defects prevents practical completion from taking place. Originally published on the Practical Law Construction...more
Time and again, courts have been tasked with construing ambiguous and inconsistent terms in contracts. Recently, the Sixth Circuit revisited the issue of interpreting contractual language in Dark Horse Express, LLC v. Lancer...more
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
According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. While most disputes were not...more