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 Court of Appeal recently considered whether a clause excluding claims for "loss of anticipated profits" prevented the claimant from bringing a claim for loss-of-profit damages stemming from an alleged breach of contract....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
While looking at the recoverability of damages, the High Court has taken a look at whether you can contract with yourself. When thought of in humans terms, the answer seems obvious: surely my left arm cannot contract with my...more
Recent case law has highlighted various challenges in structuring payment provisions for referral arrangements, such as introduction, intermediary, brokerage and ‘finder’s fee’ agreements. Together, these provide useful...more
Every so often the Court will reaffirm the primacy of express terms while re-stating the rule that implied terms can only be relied on to the extent they are (i) so obvious as to go without saying, or (ii) necessary to give...more
The High Court has provided a stark reminder of the risks that arise if parties, despite extensive negotiations, fail to sign their agreements, in this case an engagement letter....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
The pandemic has put many contractual relationships under immense pressure. We explored in our last Business as (un)usual article some of the problems which contracting parties may have inadvertently created for themselves...more
The High Court finds that standard terms are successfully incorporated into a contract but determines that an exclusion clause is unreasonable under UCTA and is therefore ineffective....more
Once again the court looks at the vexed question of the distinction between a guarantee and an indemnity....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
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
Large construction projects, by their very nature, carry significant commercial and financial risk for the parties involved. Contributing to this overall risk is the reality that an act of nature or other circumstance beyond...more
The offeror for Moss Bros sought to rely on standard material adverse change conditions to lapse the offer, on the basis of the impact of the coronavirus (COVID-19) pandemic and related UK governmental measures on Moss Bros. ...more
In Damoco (Bermuda) Ltd and Others v Atlanta Bidco Ltd, the High Court rejected claims as to the longstop date for accounts needed to calculate a contractual payment. Instead, the Court adopted a much narrower interpretation...more
The recent judgment in John Hall v Saunders Law Limited & Others considers the extent of the duties (if any) owed by solicitors conducting funded litigation to those funders, and emphasises the importance of careful drafting...more
The ruling serves as a helpful reminder that parties must enter into well-drafted contracts in proper legal form. In Philip Barton v. Timothy Gwyn-Jones & Others [2019] EWCA Civ 1999, the Court of Appeal recently allowed a...more
Objective test applies if a prior concluded contract exists, but subjective test applies if there is a continuing common intention. In the recent case of FSHC Group Holdings Limited v. GLAS Trust Corporation Ltd [2019]...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
With a boom in co-working across the world, getting the best deal on the space you occupy and understanding the small print is top ticket for flexible leasing. Before signing on the dotted line, ask yourself these key...more
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
Be aware of drafting (or seeking to interpret) a contractual indemnity provision in isolation. Appreciating the wider contractual context will avoid surprises. The Supreme Court has held that the indemnity clause in an...more
Arcadis Consulting (UK) Ltd v AMEC (BSC) Ltd [2016] EWHC 2509 (TCC), 25 October 2016 - This case highlights the risks where a simple contract is found to have been formed before more detailed terms are agreed. The court...more
A recent UK court held that Karen Millen, a fashion designer and co-founder of the Karen Millen brand, was prohibited from using her name, KM or K.Millen or any other confusingly similar names in connection with clothing and...more