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If the tenant and/or its tenant estoppel is important, consider asking them to alert you immediately if they have concerns about meeting response obligations. Your pending refinance or sale may go smoother if you are in...more
Generative AI is just beginning to fully integrate across the contracting lifecycle, from pre- to post-execution. Many of today’s providers specialize in niche processes only. Here are five examples of where generative AI is...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
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
Thinking about selling your business or a piece of real estate? You’ll likely need to start with a Letter of Intent (LOI), so it is important to know the basics before you dive in....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
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
In mergers and acquisitions (M&A), few transactions are as complex as carve-outs. In contrast to the sale of a stand-alone business, carve-outs involve the sale and separation of an integrated part of a larger business...more
California law has changed. The change now makes it easier for California litigants to sue their opponents for fraudulently breaching a contract. Lawyers who negotiate and draft agreements subject to California law should...more
Over the past 15+ years covered by the ABA studies, materiality scrapes have morphed from being a somewhat uncommon provision, seen in about 14% of transactions in 2005, to something near-ubiquitous in M&A purchase...more
In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more
Representation and warranty insurance (“RWI”) is an increasingly important feature of private company M&A transactions. Every other year since 2005 the ABA has released its Private Target Mergers and Acquisitions Deal Point...more
By including a jury trial waiver in an M&A purchase agreement, the parties agree to waive their rights to a jury trial in any dispute under the M&A agreement. Jury trial waivers may also extend to disputes under all of the...more
In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more
In merger and acquisition (M&A) transactions, the definitive purchase agreement whether asset purchase agreement, stock purchase agreement, or merger agreement typically contains representations and warranties made by the...more
It was late summer in 1921, and Roscoe Arbuckle – known familiarly to movie audiences as Fatty Arbuckle – had just signed a three-year deal with Paramount Pictures under which he would earn an unheard-of $1 million a year. To...more
For most healthcare providers and businesses, signing a Business Associate Agreement (BAA) is a standard practice. When contracting to provide services with an entity governed by the Health Insurance Portability and...more
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
As all restaurateurs know, a good location is an essential ingredient in any recipe for long-term success. But controlling costs is also a key factor. Renting your location—rather than actually purchasing real estate...more
A recent decision from the Court of Appeals of Virginia may have companies doublechecking the workshare terms in their subcontracts. The Court held that a subcontractor's 40 percent workshare only applied to the $70 million...more
This CLE course will cover the negotiation and structure of permit and license clauses in hotel purchase sale agreements, with an emphasis on liquor licenses. Our panel will discuss pitfalls in drafting and high priority...more
Companies routinely sign contracts and promptly file them away, often neglecting to thoroughly review the terms and costs agreed to. The truth is major cost reductions regularly lurk unnoticed within signed contracts....more
In our ongoing series of blog posts, we will look at several key negotiating points for tenants in triple net health care leases. We will also offer suggestions for certain lease provisions that will protect tenants from...more
A Master Services Agreement (“MSA”) is a contract that outlines the terms and conditions under which a company agrees to provide services, goods, and/or equipment to a client. It serves as a foundational document that...more
What do you look for when reviewing a contract in a higher education setting? Does the contract contain everything you need? Does it have language that will cause you trouble down the line? Bricker Graydon Higher Ed team...more