News & Analysis as of

Contract Interpretation Contract Negotiations

BCLP

"Battle of the Forms” in the Hong Kong Construction Industry

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What lawyers call a “battle of the forms” occurs when two parties, negotiating a contract, exchange conflicting standard terms during the contract negotiation and formation. This leads to the obvious and not uncommon dilemma:...more

Mayer Brown

Legal Developments in Construction Law April 2025 New

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1. AND "WITHOUT PREJUDICE" PROTECTION FROM DISCLOSURE APPLIES WHEN? Without prejudice privilege is a legal rule protecting genuine negotiation discussions from disclosure, the object being to encourage negotiations that...more

Allen Matkins

If A Contract Creates No Legally Enforceable Rights, Is It A Contract?

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The word "contract" is derived from the Latin word contrahere which means to draw (or drag) together.   The California Civil Code defines a "contract" as "an agreement to do or not to do a certain thing".  Cal. Civ. Code §...more

PilieroMazza PLLC

[Webinar] Termination for Convenience: How to Prepare Your Settlement Proposal - December 15th, 2:00 pm ET

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Nearly every government contract has a clause that allows the government to terminate the contract, or a portion of the contract, for convenience (i.e., when the government has determined that it no longer needs the goods or...more

Ward and Smith, P.A.

When Is a Deal a Deal?

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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

Latham & Watkins LLP

Complex Commercial Litigation Law Review, 4th Edition - England & Wales

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Litigation is, on one analysis, all about telling stories to impartial decision makers. Complex commercial litigation means that those stories are more detailed, more involved and more intricate. That means that telling the...more

Allen Matkins

Howsoever Denominated, This Was Not Promissory Fraud

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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

A&O Shearman

Judge hadn't erred by referring to pre-contractual negotiations

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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

Bennett Jones LLP

What Constitutes Surrounding Circumstances in Contractual Interpretation? The Alberta Court of Appeal

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Pre-contract negotiations, such as prior drafts of agreements, are generally inadmissible as part of "surrounding circumstances" when interpreting a contract, and parties' subjective intentions are always inadmissible, the...more

Benesch

INCOTERMS – Ground Zero for Negotiating Tariff Impact

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The INCOTERMS published by the International Chamber of Commerce (ICC) have long served the international community by offering a “shorthand” for communicating key shipping terms. INCOTERMS are so ubiquitous in international...more

Troutman Pepper Locke

When a Flow Down Provision Doesn’t Flow Up: Oregon Appellate Court Holds That a Flow Down Provision From a Prime Contract With an...

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Eugene Water & Elec. Bd. v. MWH Americas, Inc., 2018 Ore. App. LEXIS 879 (July 25, 2018) On July 25, 2018, an Oregon appellate court concluded that a pair of subcontractors could not compel an owner to arbitrate its claims...more

Mintz - Intellectual Property Viewpoints

Upon Reconsideration, E.D.Tex. Judge Affirms Ericsson’s Previously-Vacated Jury Award Against TCL

On May 10, 2018, Magistrate Judge Payne reconsidered his previous March 2018 order which had vacated a jury award, and granted plaintiff Ericsson’s motion for reconsideration. The May ruling makes clear that the accused...more

Porter Hedges LLP

Business Litigation Alert: "Texas Supreme Court Ruling Highlights the Importance of Heeding 'Red Flags' During Pre-Contract...

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Last month, the Texas Supreme Court upheld a lower court’s decision to toss a lawsuit by Orca Assets GP LLP against JP Morgan Chase over property in the Eagle Ford Shale. ...more

A&O Shearman

Delaware Chancery Court Focuses On Negotiation History In Denying Former Securityholders A Milestone Payment Based On The...

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On March 15, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery decided, post-trial, that a biopharmaceutical company was not required to pay a $50 million “milestone payment” under the terms of a merger...more

Robinson+Cole Manufacturing Law Blog

Considerations For Manufacturers/Distributors Who Are Negotiating Contracts Without Any Leverage

Negotiating contracts in the supply chain are certainly challenging. As a lawyer, there is a temptation to want to change every term that is not to your liking. And, for that reason, a lot of lawyers will receive a contract...more

Morris James LLP

Does General Release Also Cover Noncompete Agreement?

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In determining the proper scope of the general release, the court analyzed both the express contract language and the parties' negotiations. Regarding the express contract language, the court found that the general release...more

Morris James LLP

Court Of Chancery Explains How To Interpret A Contract

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This is a great case for an explanation of how a court should go about interpreting an ambiguous contract. It explains how extrinsic evidence is used and the role of the good faith negotiator principle....more

McDermott Will & Emery

Actual Negotiations Trump 40-Year Georgia-Pacific Test to Determine Type of Patent Licensing Royalties

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The Grigoleit Co. v. Whirlpool Corp. - Addressing a lower court’s reasonable royalty determination that chose not to rely on the Georgia Pacific factors, the U.S. Court of Appeals for the Seventh Circuit recently...more

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