FCPA Compliance and Ethics Report-Episode 169-the First Mailbag Issue
Homebuilder Series Webinar: Protecting Your Company From Misrepresentation Claims Through Contractual Exculpatory Clauses
Folks sign contracts of all types that purport to contain limitations of liability; but are they enforceable. In many cases, the answer is “yes”. “In the absence of a contravening public policy, exculpatory provisions...more
As discussed in part one of this series, a Joint Operating Agreement’s (JOA) exculpatory clause relieves the designated “operator” from liability for certain conduct or activities. But, as explained by the Texas Supreme Court...more
Non-operators under the 1989 Model Form JOA have been hoping to drive a stake through the dark heart of Reeder v. Wood County Energy, LLC. Bachtell Enterprises, LLC v. Ankor E&P Holdings Corp might be a start. The question...more
LLC managers owe fiduciary duties both to the LLC and to the LLC’s members, similar to the duties owed by a partner to other partners in a partnership. (Corp Code §17704.09.) These include the duty of loyalty, care, and...more
This past year, exculpatory waivers had their moment in the sun as businesses and educational institutions raced to put waivers in place to protect against claims stemming from the COVID-19 pandemic. A Minnesota Court of...more
What is the standard of care imposed by the Model Form JOA on the well operator? Crimson Exploration Op., Inc. v. BPX Op. Co. gives us the answer, and it is no surprise....more
Being in the Washington, DC Metro area, I hear a lot about politics. On the same day that the Washington Post ran an article about the “impeachment march,” the ritual of taking articles of impeachment from the House to the...more
Another new commercial lease case, another instance of drafting being the deciding factor. We’ve looked at cases where drafting affected guaranties, exculpatory clauses, remedies, and how to calculate renewal rent. To be...more
Last week, the Tennessee Supreme Court revised the factors for determining the enforceability of releases signed before participation in an activity or obtaining a service. These releases, often called exculpatory agreements,...more
Many of the topics we cover in this space ultimately come down to problems in drafting. Of course, these drafting issues aren’t apparent when the parties execute the lease, contract, or other document....more
Exculpation provisions in operating agreements must be carefully crafted in order to protect members, managers, directors and officers for breaches of fiduciary duties...more
Who's First in Ownership of the "Sweet Spot" Remains Unclear - Baseball is often called a "game of inches," whether one is describing the strike zone, a close play at the plate, or a liner past third base that just kicks...more