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What is a right of first refusal clause in a real estate transaction? A right of first refusal, “ROFR,” may be considered a common clause seen in real estate agreements. But the effects of an ROFR can be quite harmful if...more
Veteran business owners: whether you are setting up shop in an office building or in a retail strip mall, your commercial lease is a critical piece of your company’s mission. Just like a well-defined business plan, a clear...more
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
This article continues a series offering practical guidance to developers, owners, and project teams on how to proactively harmonize American Institute of Architects (AIA) construction documents with the broader contractual...more
Since February 2025, numerous tariffs affecting the construction industry have been announced, imposed, and paused. These tariffs present a problem for parties drafting and negotiating construction contracts—namely how to...more
In this episode of The Wiley Contracting Chronicles, co-hosts Jordan Ross and Brooke DeLoatch take a deeper dive into program segmentation within pharmacy benefit programs. After outlining the concept in their previous...more
Recent shifts in international tariff policies have created significant uncertainty for US importers. As a buyer, revisiting your supply contracts now can help safeguard your business from unexpected costs and disruptions. ...more
Small business owners often wait for things to go wrong before consulting with attorneys. This is understandable. Consulting a lawyer can delay a transaction and nobody likes the added expense....more
As the Trump Administration’s tariffs are now in effect, owners, developers, and contractors managing pending construction projects face questions about who is ultimately responsible for impacts (both time and cost) resulting...more
A significant inducement in many new leases and lease renewals is landlord funding and/or constructing improvements that customize the leased premises to the needs of the tenant’s business. The allocation of cost for these...more
Well, Q1 of 2025 ended with a bang and continued the expansion of transactional work for the Gray Reed Construction Team. The announcement of tariffs and feared disruptions in the supply chain certainly created a point of...more
Back to basics – Do you even have a contract? Generally, a contract will be formed when parties come to an agreement through offer/acceptance. This doesn’t typically create problems where there is a written agreement between...more
During the first Trump administration and the pandemic, contractors frequently demanded contract terms allowing price adjustments if the cost of materials increased due to tariffs or pandemic-era supply chain disruptions....more
New tariffs and economic shocks are placing immense strain on business contracts and relationships. For companies entangled in long-term agreements, the instinctive reaction—litigating or engaging in a zero-sum renegotiation...more
In 2177 23rd Avenue Holdings v. Pival International inc. (2025 QCCA 19) dated January 9, 2025, the Quebec Court of Appeal rendered an enlightening decision on the obligation of a landlord to negotiate the terms and conditions...more
On this week's OK at Work, Sarah Sawyer and Russell Berger discuss strategies for both the terms and usage of customer contracts. Listen to learn more....more
If you are involved in a dispute concerning a written, but unsigned, commercial or business contract, do not assume that the lack of signatures makes the agreement unenforceable....more
Kilpatrick’s Brian Gaudet and Courtney Lynch, both Board Certified Construction Lawyers (TBLS) from our Houston office recently presented to the Association of Corporate Counsel, Houston Chapter. Brian and Courtney discussed...more
Federal contracts famously include a clause permitting the government to terminate the agreement for the government's own "convenience"—even if the contractor did not default on its performance obligations. Aware of this...more
This CLE course will guide deal counsel in drafting and negotiating asset purchase agreements. The panel will discuss legal considerations when negotiating representations and warranties, indemnities, covenants, closing...more
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
Partners Matt Pearson and Craig Carpenter discuss the reasons behind the urgency of SaaS contract planning and the creative ways service customers can use the terms and agreements to their advantage. Questions & Comments:...more
A contractor’s claims against the government for constructive acceleration and delays are governed, in part, by the applicable clauses of the Federal Acquisition Regulations (FAR) incorporated into its contract with the...more
Watch your words. For about a decade, James Harden has been one of the better players in the National Basketball Association. During the same time period, Daryl Morey has been one of the better executives in the NBA, first...more
A federal court in Tennessee determined that a binding contract existed between a sales representative and CWS Powder Coatings Company governing the percentage of commissions to be paid to the representative for sales to...more