Strategies for Business Resilience in Uncertain Times
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5 Key Takeaways | Artificial Intelligence: What Tax Professionals Need to Know
Consumer Finance Monitor Podcast Episode: How to Use the Restatement of Consumer Contracts - A Guide for Judges
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
Ways Organizations Can Pursue Legal Collections
Navigating Executive Orders: Strategies for Managing Stop Work Orders and Terminations
Trade Secrets in Hollywood: Lessons from Oscar-Nominated Films - Employment Law This Week® - Spilling Secrets Podcast
(Podcast) The Briefing – Creator Contract Liability When Your Platform Disappears: The TikTok Ban
The Briefing – Creator Contract Liability When Your Platform Disappears: The TikTok Ban
OK at Work: Navigating Customer Terms and Usage
OG Talks: Good Energy and Navigating Transactions
7 Key Takeaways | Ethics in Construction Contract Negotiations and Claims
M&A Considerations for Serial Acquirers
What's the Timeline for a Sale Process?
Balch’s Decision Dive: Texas Trial Court Struck Down the FTC’s Noncompete Rule
Making the Lawyer-Client Relationship Work in Challenging Litigation – Speaking of Litigation Video Podcast
JONES DAY PRESENTS®: Employer Options in a Non-Noncompete World
#WorkforceWednesday: Navigating Physician Non-Compete Litigation - Employment Law This Week® - Spilling Secrets Podcast
Unraveling the Concept of Garden Leave: Insights From Silicon Valley — Hiring to Firing Podcast
The Second Appellate District of the California Court of Appeal recently affirmed a lower court ruling that wildfire debris on an insured’s property did not qualify as “direct physical loss” within the meaning of a homeowners...more
Premium Choice Ins. Servs. v. Innovative Fin. Group Holdings, LLC, C.A. No. N24C-01-006 PRW CCLD (Del. Super. Ct. July 9, 2024) - Plaintiff Premium and defendant IFG were middlemen in the market for Medicare Advantage...more
A federal court in Pennsylvania recently granted battery supplier C&D Technologies, Inc.’s motion to dismiss counterclaims brought by its former distributor Elliott Auto Supply Co, Inc. d/b/a Factor Motor Parts’ (FMP). C&D...more
Contractors frequently execute modifications for extra work without considering the impact the boilerplate broad release language in the modification may have on future claims. Government agencies often seek dismissal of a...more
The implied covenant of good faith and fair dealing is a notoriously misunderstood doctrine. It can be invoked much less often than most people think, and its application is highly state-specific. A recent ruling from the...more
The High Court rejects various claims that the sports car manufacturer breached express and implied duties of good faith. This dispute between Aston Martin and AMMENA, its distributor in the MENA region, began when...more
When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more
The Tenth Circuit has ruled in favor of KFC in a dispute with a franchisee alleging a breach of the implied covenant of good faith and fair dealing. Kazi v. KFC US, LLC, 2023 WL 4983119 (10th Cir. Aug. 4, 2023)....more
A federal court in Florida recently granted a franchisor’s motion to dismiss a franchisee’s claim for breach of the implied covenant of good faith and fair dealing, but allowed a claim for breach of contract to proceed....more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
Under Delaware law, the implied covenant of good faith and fair dealing attaches to every contract by operation of law and is best understood as an implied term. The purpose of the doctrine is to ensure that parties deal...more
Fortis Advisors LLC v. Johnson & Johnson, C.A. No. 2020-0881-LLW(Del. Ch. Dec. 13, 2021) - Delaware public policy respects freedom of contract, but it is also intolerant of fraud. These dueling policy aims are often pitted...more
Delaware’s Superior Court recently held that commission-agreement parties stated a claim for breach of the implied good faith and fair dealing covenant when they alleged their counter-party acted “to destroy promising...more
The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to...more
Just like a bride and groom vow to join together for better or for worse, commercial parties joining together through a joint venture must make a similar promise to share in profits and losses. ...more
In its recent decision in Yatra Online, Inc. v. Ebix, Inc., Case No. 2020-0444-JRS, 2021 WL 3855514 (Del. Ch. Aug. 30, 2021) (Slights, V.C.), the Delaware Court of Chancery dismissed plaintiff’s breach of contract and other...more
Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media...more
Moscowitz v. Theory Entertainment LLC, C.A. No. 2019-0780-MTZ (Del. Ch. Oct. 28, 2020) - This case illustrates that the Court will enforce parties’ agreements even if they reflect a bad bargain for one party. Plaintiff...more
Pacta sunt servanda, i.e., agreements must be kept. This applies in both good economies and bad. Companies considering a modification of their business operations to offset lower revenue must be mindful of existing...more
McClendon v. North Carolina Mutual Life Insurance Co. (M.D. Tenn. 2019) - In McClendon, the plaintiff’s mother purchased a whole life insurance policy to insure the plaintiff’s brother, and subsequently took out a loan on...more
In a long running group litigation between a number of Sub-Post Masters and Post Office Limited, Mr Justice Fraser, sitting in the English High Court, has given detailed consideration of the issue of relational contracts in...more
Legal System - 1. Is your jurisdiction primarily a common law, civil law, customary law or theocratic law jurisdiction? Are the laws substantially derived from the laws of another jurisdiction and, if so, which? What...more
Well-drafted, legally-enforceable agreements are key to any construction company’s risk management strategy. This is especially true for subcontracts, which serve as a contractor’s critical tool to coordinate a successful...more
A.L. Prime Energy Consultant, Inc. v. Mass. Bay Transport Auth., 479 Mass. 419 (May 2, 2018) - In a case of first impression, the Massachusetts Supreme Court held that general contract principles, and not federal case law,...more
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