News & Analysis as of

Contract Interpretation Extrinsic Evidence

McDermott Will & Emery

Taking the High Road: Ambiguity Regarding “Versions” of Beer Precludes Summary Judgment

The US Court of Appeals for the Second Circuit affirmed a district court’s summary judgment denial and determination that the definition of “beer” (which encompassed “other versions and combinations” of beer and malt...more

A&O Shearman

Entire agreement / non-reliance clause didn't help dodge the factual matrix

A&O Shearman on

“Entire agreement or non-reliance clauses may prevent the use of extrinsic evidence to establish additional terms and collateral agreements, or claims based on warranties or misrepresentations. However, subject to the wording...more

Foley & Lardner LLP

Federal Circuit Finds Agreement To Agree Not Enforceable

Foley & Lardner LLP on

In Phytelligence, Inc. v. Washington State University, the Federal Circuit held that the agreement terms at issue constituted “an unenforceable agreement to agree” that did not convey the license rights at issue. While...more

Bennett Jones LLP

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

Bennett Jones LLP on

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

Knobbe Martens

Sublicense May Survive Termination of a Main License

Knobbe Martens on

FRAUNHOFER-GESELLSCHAFT v. SIRIUS XM RADIO INC. Before Dyk, Linn, and Taranto.  Appeal from the District of Delaware. Summary:  Contract interpretation must be applied in determining whether a sublicense survives...more

Foley Hoag LLP - White Collar Law &...

Challenge to Attorneys' Fees in False Claims Act Cases

Thanks to inexact language in a settlement agreement, a for-profit hospital chain can challenge whistleblowers’ eligibility for attorneys’ fees under the False Claims Act (“FCA”). The single sentence that spawned nearly 5...more

Miller Canfield

Supreme Court Reaffirms Rejection of Inferences in Retiree Health Benefit Dispute

Miller Canfield on

The U.S. Supreme Court has reversed a U.S. 6th Circuit Court of Appeals decision holding that that former employees of CNH Industrial N.V. were entitled to lifetime, vested healthcare benefits. The opinion, issued yesterday,...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Put It in the CBA: Supreme Court Once Again Finds Retiree Health Benefits Are Not Vested

On February 20, 2018, the Supreme Court of the United States tackled another controversy from the Sixth Circuit Court of Appeals regarding whether retiree medical benefits enjoyed by individuals who retired while a collective...more

Cozen O'Connor

Colorado Supreme Court Limits Use of Extrinsic Evidence and Reasonable Expectations Doctrine

Cozen O'Connor on

On Monday, the Colorado Supreme Court issued its decision in American Family Mut. Ins. Co. v. Hansen, No. 14SC99 (Colo. June 20, 2016), holding that extrinsic evidence can only be used to interpret ambiguous policy language,...more

McAfee & Taft

Now is the time to reevaluate commercial sales contracts that incorporate other documents by reference

McAfee & Taft on

Legal documents of all kinds – everything from wills and trusts to commercial sales agreements – often reference other documents. This “incorporation by reference” comes with certain risks. Historically, courts looked beyond...more

King & Spalding

Policyholders Win Key Decision in Florida

King & Spalding on

After a July 3, 2013 Florida Supreme Court decision, it is crystal clear that ambiguous terms in an insurance policy must be construed in favor of coverage and of the insured without first resorting to extrinsic evidence to...more

Orrick, Herrington & Sutcliffe LLP

Policy Observer - July 2013

Getting Over the Bar: Second Circuit Requires Actual Payment of Underlying Limits In Order to Trigger Excess D&O Policies - In June, the Second Circuit held that two Federal Insurance Company ("FIC") excess D&O...more

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