News & Analysis as of

Covenant of Good Faith and Fair Dealing

New York Trial Court Finds Lexington Has No Duty to Provide Coverage for Damages Stemming from an Insured’s Knowing and...

by Carlton Fields on

County of Suffolk v. Lexington Ins. Co., Case Number 604661-2017, Supreme Court of the State of New York, Suffolk County - Under New York law, the requirement of a fortuitous loss is a necessary element for coverage to...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

Global Private Equity Newsletter - Winter/Spring 2018 Edition: How Should US Sellers and Buyers of Businesses View European...

by Dechert LLP on

As M&A practitioners who do deals in Europe as well as in the U.S. know, the certainty of banking commitments is stronger as a rule in Europe than in the U.S. So much so that, given the choice, it can be a factor in the...more

Superior Court Provides Guidance On When A Tort Claim May Be Based On A Breach of Contract

by Morris James LLP on

Decisivedge LLC v. VNU Group LLC, C.A. N17C-05-584 WCC CCLD (March 19, 2018) - Too frequently a plaintiff seeks to buttress its case by adding a fraud or tort claim to what is really just a breach of contract....more

Tenth Circuit Affirms Airline's Enforcement of Terms Regarding Nonrefundable Tickets

by Holland & Knight LLP on

In Martin v. United Airlines, Inc., __ Fed. App'x __, 2018 WL 992289 (10th Cir. Feb. 21, 2018), Oklahoma residents brought a putative class action asserting various breach of contract theories against the airline arising from...more

Implied Covenant Of Good Faith And Fair Dealing Claim Dismissed By Chancery

by Fox Rothschild LLP on

The implied covenant of good faith and fair dealing was recently addressed by Vice Chancellor Glasscock in the decision of Miller v. HCP & Co., C.A. No. 2017-0291-SG (Del. Ch. Feb. 1, 2018). The implied covenant applies only...more

Guidance Provided to Evaluate the Implied Covenant of Good Faith and Fair Dealing

by Morris James LLP on

The Delaware Limited Liability Company Act’s policy is to give the maximum effect to the principle of freedom of contract in LLC operating agreements. While the act permits parties to eliminate fiduciary duties that members...more

You Get What You Bargain For – Delaware Chancery Court Ruling Reinforces Limitations of Implied Covenant of Good Faith and Fair...

by Faegre Baker Daniels on

A recent Delaware Chancery Court opinion highlights the flexibility of alternative entities such as limited liability companies, the court’s focus on enforcing contracts as written, and the limited circumstances in which the...more

Court Of Chancery Applies The Covenant Of Good Faith And Fair Dealing To Fill A Gap

by Morris James LLP on

In re Oxbow Carbon LLC Unitholder Litigation, C.A. 12447-VCL (February 12, 2018) - This may be the definitive decision on when and how to apply the covenant in every LLC agreement to act in good faith and deal fairly. Here...more

Contracting Party Beware: The Implied Covenant Will Not Save You From Your Agreement If You Negotiated Away Your Rights

On February 1, 2018, the Delaware Court of Chancery granted defendants’ motion to dismiss an action brought by minority unitholders of Trumpet Search, LLC (“Trumpet” or the “Company”). The defendants were other unitholders...more

Will Someone Please Re-Name the Implied Covenant of Good Faith and Fair Dealing?

by Farrell Fritz, P.C. on

In the annals of business divorce litigation and assorted other disputes between co-owners of closely held business entities, the cause of action for breach of the implied covenant of good faith and fair dealing likely wins...more

Court Of Chancery Resolves Good Faith Claim In LLC Context

by Morris James LLP on

Miller v. HCP & Company, C.A. 2017-0291-SG (February 1, 2018) - This decision resolves the tricky issue of when the provisions of an LLC agreement do not allow “gap filling” so as to permit a claim for violation of the...more

Ohio Supreme Court Holds Punitive Damages Not Recoverable In Breach Of Contract Action

by Reminger Co., LPA on

The Supreme Court of Ohio recently held that punitive damages are not recoverable in a breach-of-contract lawsuit unless (1) the breach involves an independent tort, such as fraud and/or duress; and (2) the conduct that...more

Working With a Commercial Cannabis Tenant

The emergence of legalized marijuana for recreational adult use in California, beginning in some counties as early as January 2018, will require those involved in commercial real estate to continue to consider the pros and...more

Field Law Post-Secondary Summit Recap

by Field Law on

Field Law held its second Post-Secondary Summit on November 30, 2017 in Calgary. Brief summaries of the presentations given at the Summit are provided below...more

Massachusetts Appeals Court Upholds Liability Insurer’s Contractual Right to Settle

by Mintz Levin on

On Tuesday, December 12, 2017, the Massachusetts Appeals Court, applying New Hampshire law, held that a professional liability insurer did not breach the implied covenant of good faith and fair dealing by settling a New...more

Real Property, Financial Services, & Title Insurance Update: Weeks Ending December 1 & 8, 2017

by Carlton Fields on

REAL PROPERTY UPDATE - - Foreclosure/Errors in Legal Description: error in legal description did not preclude judgment of foreclosure because property was sufficiently identified by accurate lot and tract, street address,...more

An Arizona Insurer Owes No Duty to Pay the "Undisputed Amount" of a UM or UIM Claim

by Jaburg Wilk on

Although the Arizona Court of Appeals resolved this issue 20 years ago, I frequently see insureds' counsel argue that an insurer must pay the "undisputed amount" of a UM or UIM claim—and I just saw this argument last week—so...more

A TCPA Slam Dunk in the Ninth Circuit?

by LeClairRyan on

The fight is not over yet, but the insurance industry just had a significant victory in the United States Court of Appeals for the Ninth Circuit. The scenario is likely familiar to most. You’re invited to send a text and...more

Seventh Circuit, Critical of Purchasing Company’s Due Diligence, Declines To Find Seller Breached Of The Duty Of Good Faith

On November 27, the U.S. Court of Appeals for the Seventh Circuit decided the case of Betco Corporation v. Peacock, et al., which concerns a contractual dispute between the buyer and the seller of companies that produce and...more

District Court Case Highlights Advantages of ERISA Severance Plans

by Hogan Lovells on

Specialists have long touted certain significant advantages to employers that come along with maintaining ERISA severance plans, and a recent district court case highlights some of these advantages....more

Jay-Z Pleads Court to Remove Him from the Spotlight

by Robins Kaplan LLP on

Jay-Z does not want to be in the spotlight- at least not the spotlight of a New York federal judge. This past April, the hip-hop tycoon and Roc Nation, Jay-Z’s entertainment company, were sued by Iconix Brand Group, Inc....more

The Ramifications of a Less-Than-Thorough Investigation

by Farella Braun + Martel LLP on

An insurance carrier has declined to defend a claim asserted against its insured, arguably without meeting its obligation to investigate the claim. For whatever reason — a change in personnel, loss of a file, or some other...more

Implied Covenant Of Good Faith Does Not Trump Express Terms

by Fox Rothschild LLP on

The U.S. Court of Appeals for the Third Circuit upheld a New Jersey district court’s decision that 7-Eleven did not violate the New Jersey Franchise Practices Act (NJFPA) after the franchisor terminated a New Jersey...more

Dietary Supplement & Cosmetics Legal Bulletin | October 2017

by Shook, Hardy & Bacon L.L.P. on

The use of beauty products is “an understudied source of environmental chemical exposures” with a disparate effect on women of color, George Washington University and Occidental College researchers argue. Ami R. Zota, et al.,...more

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