Every so often the Court will reaffirm the primacy of express terms while re-stating the rule that implied terms can only be relied on to the extent they are (i) so obvious as to go without saying, or (ii) necessary to give...more
The High Court has held that a provision in a hire purchase agreement excluding all terms implied by law was effective to exclude a statutorily implied term of satisfactory quality. It was also reasonable under the Unfair...more
In Pan Ocean Co Ltd v Daelim Corporation[1], the Commercial Court upheld the implication of a term requiring the inspection of a vessel’s holds without delay into a charterparty (a contract for the hire of a ship). The Court...more
The Singapore High Court recently ruled that a party to a Singapore law-governed contract was justified in relying on a sanctions clause in the contract to refuse payment to the counterparty in an effort to avoid breaching...more
The sanctity of the parties’ agreement is preserved as the UK Supreme Court adopts a cautious approach to implied terms. It reiterates that no term may be implied into an agreement where the implied term contradicts its...more
On January 22, 2023, T-Mobile was sued in federal court in California alleging negligence, unjust enrichment, breach of express contract, breach of implied contract, and invasion of privacy over the recently-disclosed data...more
The United States District Court of New Jersey recently granted default judgment to Defendant Slack Technologies (“Defendant”) for its breach of contract counterclaim against Plaintiff Gino D’Ottavio (“Plaintiff”), who...more
A recent High Court case relating to a trade mark licensing and merchandising agreement offers a timely reminder of the principles a Court will consider when determining whether a term should be implied into a commercial...more
In Force India Formula One Team, the High Court held that a term which required Force India to own the Formula One team throughout a merchandising licence’s five year term should be implied since it was both obvious from the...more
Texas Contracts - Texas law recognizes written contracts and oral contracts. However, there are other categories of contracts that may have implications under the law. Texas law recognizes the following four types of...more
In 2016, the German software company Bitmanagement Software GMBH brought a headline-grabbing lawsuit against the Navy for copyright infringement, claiming among other things that the Navy unlawfully copied a limited 38-seat...more
“Although a predecessor collective bargaining agreement does not automatically bind a ‘perfectly clear’ successor, it may if the employer expresses an intent to be bound.” Here, Vectrus Systems Corp. entered into an agreement...more
A federal court in Alabama denied an urgent care franchisee’s motion to dismiss a suit brought by its franchisor. The franchisee argued the franchise agreement required suits to be brought within a one-year period. But the...more
Dear YouDig?, We were just hired to construct part of a stage and sound system for a concert by the management team of a famous rock n’ roll group that is coming to Ohio this summer (we can’t name the band but it sounds...more
The Federal Trade Commission’s Opinion finding that Cambridge Analytica engaged in deceptive practices to harvest personal information closes another chapter in the Commission’s actions against Cambridge Analytica and its...more
Borrowers often envision future alterations to enhance the economic value of the commercial real estate asset, when closing the initial loan. Such alterations can be in the form of capital improvements, tenant improvements,...more
On October 29, 2019, the Utah Supreme Court issued a rare decision reversing the Utah Court of Appeals. At issue was whether an at-will salesperson who had completed six contracts for sale of television services, and who was...more
Ohio courts have long been in agreement that “[i]t is clearly the law in Ohio that an equitable action in quasi-contract for unjust enrichment will not lie when the subject matter of that claim is covered by an express...more
U.S. Constitution - Article VI: This Constitution, and the laws of the United States which shall be made in pursuance thereof; and all treaties made, or which shall be made, under the authority of the United States, shall...more
The business world has much more to learn from the Omarosa Manigault White House battle than just fashionable workplace attire and a flair for the dramatic. The battle between the White House and Omarosa over the scope of her...more
Employers seeking to limit the vacation accrual of new employees just received some welcome news. The California Court of Appeal reaffirmed that California law does not prohibit employers from imposing a waiting period...more
In contracts – and especially in government contracts, where one is expected to “turn square corners” – we often analyze breach of contract in light of the jots and tittles of a contract’s express terms. And, in bringing a...more
The Court of Appeal has considered the question of when a proposed implied term should be considered “inconsistent” with an express term of a contract, contrasting direct linguistic inconsistency and substantive...more