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Contract Interpretation Breach of Contract

BCLP

Does “Back to Back” Mean “Pay When Paid” in Construction Contracts?

BCLP on

In Sze Fung Engineering Limited v Trevi Construction Company Limited [2025] HKCA 278, the Hong Kong Court of Appeal (“CA”) ruled that the “back to back” wording in that case was not a “pay when paid” clause, but governed only...more

Allen Matkins

Nevada Supreme Court: Judge, Not Jury, Decides Unambiguous Contract

Allen Matkins on

In 2011, a local water district in Nevada entered into a lease agreement with Paradise Canyon, LLC to provide shares of water for irrigating the Wolf Creek Golf Club.   The lease agreement granted Paradise Canyon a right of...more

BCLP

Reminder of the Principles of Assignment

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In this Insight, Katharine Tulloch takes a look at the case of Grove Construction (London) Limited v Bagshot Manor Limited [2025] EWHC 591 (TCC) which provides a welcome reminder of the care which should be taken when...more

Jenner & Block

The Importance of Drafting Precise Earnout Provisions in M&A Transactions

Jenner & Block on

In spring 2019, Pacira Biosciences, Inc. (Pacira) acquired MyoScience, Inc. (MyoScience). At the time of the merger, MyoScience only had one product, called “iovera,” which is a handheld device used primarily for pain relief....more

Zelle  LLP

Any is Not All and The Future is Not Now: The Contours of the Cosmetic Damage Exclusion Taking Shape

Zelle LLP on

In Iyengar v. Liberty Insurance Corporation, No. SA-21-CV-1091-FB, 2024 WL 5505300 (W.D. Tex. Dec. 13, 2024), District Judge Biery denied Plaintiffs’ Motion for Clarification regarding Magistrate Judge Bemporad’s...more

McGinnis Lochridge

Tackling Free-Use and At-The-Well Royalties

McGinnis Lochridge on

This lease royalty case involved a dispute over whether the lessee was permitted to deduct volumes of gas used off the premises to power post-production activities on other gas produced from the same well. Carl v. Hilcorp...more

BCLP

Payment Notices Under the Construction Act 1996, a Welcome Clarification

BCLP on

In Placefirst Construction Ltd v Car Construction (North East) Ltd [2025] EWHC 100 (TCC), the Technology and Construction Court has shed welcome light on the payment notice requirements of the Housing Grants, Construction and...more

Farrell Fritz, P.C.

Court’s Decision in High Stakes Case Cuts Through the “Fog of Dueling ‘Notwithstanding’ Clauses”

Farrell Fritz, P.C. on

In a post I wrote about a dozen years ago, I quoted Ken Adams, blogger and author of A Manual of Style for Contract Drafting, who, commenting on the oft-used contract clause, “Notwithstanding anything to the contrary in this...more

BCLP

Shifting Contractual Risks and Managing Electronic Contracts

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In this Insight, Shy Jackson takes a look at the decision of John Sisk and Son Limited v Capital & Centric (Rose) Limited [2025] EWHC 594 (TCC) where the court had to grapple with interpreting a contract which was kept on a...more

A&O Shearman

DBS, delay and decoding conditions precedent

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The Court of Appeal has dismissed a claim by the UK Home Office's Disclosure and Barring Service for over GBP1.5 million worth of delay payments against its IT supplier Tata. The contract contained a condition precedent to...more

Mayer Brown

Understanding How ‘Course of Performance’ Principles Impact Financings

Mayer Brown on

EXECUTIVE SUMMARY - When contract language is ambiguous and the court is tasked with finding the intended meaning, interpretation principles – such as “course of performance” – may be used. But did you know this principle...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Standpipe Lead Based Paint Abatement/Sandblasting: New York Supreme Court, Appellate Division Addresses Issues Arising Out of...

The Supreme Court, Appellate Division of New York (“Appellate Division”) addressed in an April 3rd Memorandum and Order (“Memorandum”) issues arising in connection with the rehabilitation of a one-million-gallon standpipe....more

Miller Canfield

Michigan Supreme Court Confirms: No Independent Cause of Action for Breach of Implied Covenant of Good Faith

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Sometimes an expected result is still newsworthy. On March 27, 2025, in Kircher v Boyne USA, Inc., the Michigan Supreme Court held that there is no independent cause of action for breach of the implied covenant of good faith...more

A&O Shearman

Disputes 101 - Boilerplate provisions and how not to get scalded

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In the fourth and final post on our series on Disputes 101 we look at boilerplate provisions on: entire agreements, non-reliance, oral variation (aka oral modification) and waiver. Entire agreement and non-reliance - Entire...more

Adams & Reese

South Carolina Ruling Has Major Implications on Indemnity Provisions and Collateral Estoppel

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South Carolina contractors need to be aware of a recent decision by the South Carolina Court of Appeals that clarifies the landscape for indemnity provisions in contracts and introduces critical consideration regarding the...more

Snell & Wilmer

Recent Colorado Appeals Court Decision Provides Further Guidance on the Colorado Economic Loss Rule Doctrine

Snell & Wilmer on

In the recent decision of Veolia Water Tech., Inc. v. Antero Treatment LLC, 2024 COA 126 (Colo. App. 2024), the Colorado Court of Appeals addressed the “murky” application of the economic loss rule to the intentional tort of...more

Husch Blackwell LLP

California Supreme Court Decides Cotenancy Provisions Are Here to Stay

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On December 19, 2024, the Supreme Court of California passed down a unanimous decision in a lawsuit closely watched by commercial real estate landlords and retail tenants that involved the validity of so-called cotenancy...more

A&O Shearman

Disputes 101- Contractual interpretation: through the looking-glass

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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

Morrison & Foerster LLP

Top Commercial Disputes of 2024: What You Need to Know and What to Look Out for in 2025

As we begin 2025 and set our goals for the new year (realistic or unrealistic), we outline some of the significant English court rulings from 2024 and the key lessons they offer for the year ahead. In 2024, the courts...more

Morris, Manning & Martin, LLP

Delaware Law Update: A Contractual Right to Terminate will be enforced by Delaware Courts

In the context of a contract with hundreds of pages and multiple schedules, exhibits, appendices, and annexes, contractual language can be difficult to reconcile. Multiple provisions can appear to address a certain situation....more

Freiberger Haber LLP

Giving Two Contract Provisions Their Intended Meaning

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Under New York law, written agreements are construed in accordance with the parties’ intent. “The best evidence of what parties to a written agreement intend is what they say in their writing.” As such, “a written agreement...more

Oliva Gibbs LLP

If the Lease Requires Notice, Then Provide Notice: Simple Enough?

Oliva Gibbs LLP on

I. Background In the case of Kirkbride v. Antero Res. Corp., the Sixth Circuit Court of Appeals is faced with a novel argument on the interpretation of a condition precedent within an oil and gas lease. The case comes to the...more

Bradley Arant Boult Cummings LLP

Breach vs. Default — What’s the difference?

The words breach and default are often used interchangeably to indicate that somebody hasn’t done what they were legally required to do. According to Black’s Law Dictionary, the words do appear somewhat interchangeable. ...more

Dorsey & Whitney LLP

Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

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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

A&O Shearman

Aston Martin and the duty of good faith

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The High Court rejects various claims that the sports car manufacturer breached express and implied duties of good faith. This dispute between Aston Martin and AMMENA, its distributor in the MENA region, began when...more

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