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Contract Terms

Hotel Management Agreements

by DLA Piper on

One cannot discuss the evolution of hotel management agreements (HMAs) without rst talking about the separation of hotel ownership and hotel operations; a transformation of the major chains’ business models, more commonly...more

Drake, a redefining judgment on breach of mandate and contractual damages

by Hogan Lovells on

In a precedent setting judgment, the Supreme Court of Appeal in Drake Flemmer & Orsmond Inc & Another v Gajjar NO [2017] ZASCA 169 (1 December 2017) pronounced on the principles applicable in respect of assessment of...more

Pay IF Paid: It Means What it Says - Construction and Procurement Law News, Q1 2018

Pay when paid clauses are common in the construction industry. A typical pay when paid clause sounds something like this: “Prime Contractor will not pay Subcontractor until Prime Contractor receives payment from Owner.” ...more

Compliance with Contractual Provisions to Procure Insurance: The Illusion of Coverage Provided by Certificates of Insurance

by Jaburg Wilk on

Commercial contracts often require the party with less bargaining power to procure insurance for the party with more bargaining power as a way to shift risk and potential liability. General Contractors often require a...more

Putting It In Writing: The Return of The Morality Clause In The Age of #MeToo and Time’s Up (Part II)

by Kelley Drye & Warren LLP on

Morality clauses, or morals clauses, are making a comeback in the age of the #MeToo and Time’s Up movements. A sample morality clause in an actor talent agreement may read as follows: - Artist shall act at all times with...more

Hong Kong Courts confirm that winding up petitions will generally be dismissed where a disputed debt is subject to an arbitration...

by Allen & Overy LLP on

On 2 March 2018, the Court of First Instance (CFI) published reasons for its decision in Lasmos Limited v Southwest Pacific Bauxite (HK) Limited [2018] HKCFI 426. Harris J held that where a disputed debt is alleged to have...more

Leasehold Financing: Key Issues for Mortgage Lenders

by White and Williams LLP on

When entering into a long-term ground lease, one of the ground lessee’s principal concerns is assuring that its leasehold interest in the property is “financeable.” A mortgage lender providing financing to the holder of a...more

Commercial Division Holds That Agreement That Specifies Dilution as Remedy for Failure to Make Capital Call Prohibits Plaintiff...

Operating agreements often specify dilution as the remedy for a failure to make a capital contribution. But what if your business partner fails to make a contribution and you’d rather have the capital than an increased...more

Florida Construction Contracts: Significant Changes In The 2017 AIA Documents – Digital Data Use And Transmission

by Fox Rothschild LLP on

Because of advancements in the use of digital technology in the administration of construction contracts, the 2017 AIA documents now default to the AIA’s Digital Data Use and Transmission protocol established in 2013 as set...more

"As is where is" revisited – allocating risk through the acceptance certificate

by Allen & Overy LLP on

(Aquila WSA Aviation Opportunities II Ltd v Onur Air Tasimacilik As [2018] EWHC 519 (Comm)). Introduction – the facts - Onur Air, a Turkish airline, needed a temporary replacement engine for one of its aircraft. So, it...more

How Far Is Too Far? Sinclair Under Scrutiny For Employee Agreements

by Fox Rothschild LLP on

It has been a tough couple of weeks for Sinclair Broadcast Group, Inc. First, news broke that its anchors were required to read an identical script cautioning viewers about “fake news” and questioning the integrity of media...more

Is Your Agreement Non-Exclusive in Name Only?

by Epstein Becker & Green on

The legality of certain collaborative arrangements and contracts often rises and falls on whether the relationship between the parties involved is exclusive or non-exclusive. For example, the issue of exclusivity often...more

Insight into the AIA changes from an insider (law note)

by Melissa Dewey Brumback on

After my series on the Top 10 Changes to the AIA 201, I heard from the Chair of the Task Group for the A201-2017, Arlen M. Solocheck. Arlen is also both an architect and in-house owner’s representative at Maricopa Community...more

Mitigating the Risks Involved With Ending a Business Relationship

by Foley & Lardner LLP on

All good things must come to an end. So it is in life, and so it is in business. Eventually all business relationships, including manufacturing relationships, will come to an end. Some relationships end with nary more than a...more

Making Effective Use of the Claims/Disputes Process

by Williams Mullen on

In this episode of GovCon Perspectives, Will Wozniak talks with Tony Anikeeff about how the claims/disputes process can be effective for addressing contract issues beyond just getting paid. But you must follow the rules....more

Bonus Post: Other Notable Changes to the A201 Construction Contract (law note)

by Melissa Dewey Brumback on

Following our deep-dive into the newest A201 changes, and as promised in yesterday’s Insurance changes post, here are a few bonus changes to the General Conditions of the Contract...more

Colorado Non-compete Law for Physicians Amended To Allow Continuing Treatment For Rare Disorders

The Colorado legislature recently added a paragraph to the state statute that governs non-compete agreements to permit physicians to continue to treat patients with rare disorders without liability. Signed into law by...more

Judge Sanders Enforces Employee Separation Agreement

In Fratea, Judge Sanders held that an employee separation agreement that specifically referenced the waiver of Massachusetts Wage Act claims was enforceable. Judge Sanders applied the legal standard established by the SJC in...more

Contract Change #1- Insurance in the A201 (law note)

by Melissa Dewey Brumback on

At last, we have arrived at the Top Change in the AIA A201— and it deals with the subject that everyone loves to hate (until they need it!), Insurance....more

SDNY Ruling Narrows Claims in COI Suit

by Carlton Fields on

In EFG Bank AG, Cayman Branch v. AXA and The Duffy 2004 LLC v. AXA, in a February 14 ruling, AXA Equitable Life Insurance Company earned a sweet victory on its motion for partial dismissal of the complaints in two...more

California Sues Sutter Health Alleging Anti-Competitive Practices

California Attorney General Xavier Becerra filed a civil antitrust lawsuit in San Francisco County Superior Court on March 29, 2018 (the “Complaint”), alleging that Sutter Health (“Sutter”), one of Northern California’s...more

Contract Change #2- Digital Data in the A201 (law note)

by Melissa Dewey Brumback on

Coming in at #2 on our Top A201 Contract Changes is Digital Data. (Yesterday’s post on Termination for Convenience changes...more

Third Circuit Finds Agreement To Arbitrate Unenforceable Because Arbitration Was Directed To An Illusory Forum

by Carlton Fields on

Where a Loan Agreement’s arbitration provision stated disputes “will be resolved by Arbitration, which shall be conducted by the Cheyenne River Sioux Tribal Nation by an authorized representative in accordance with its...more

NPRI Reservation Survives Rule Against Perpetuities

by Gray Reed & McGraw on

Recall the Battle of the Bastards: The heroic Lady Sansa and the duplicitous Lord Baelish gallop over the hill to save the foolish Jon Snow from the heinous Ramsey Bolton. In similar fashion, but without the malnourished...more

Potential Anticompetitive Effects of “Most Favored Nation” Clauses

by Epstein Becker & Green on

There are a few limited circumstances under which a buyer can cause an anticompetitive effect on a market. One instance is when parties enter into agreements that include what are known as “most favored nation” (“MFN”)...more

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