One of the banes of any practicing patent attorney's professional existence is counseling clients on licensing agreements where the parties attempt to avoid setting forth definitive terms on contract provisions regarding...more
Pre-contract negotiations, such as prior drafts of agreements, are generally inadmissible as part of "surrounding circumstances" when interpreting a contract, and parties' subjective intentions are always inadmissible, the...more
Based on a recent Delaware Chancery Court decision, parties outside of a transaction—not just the buyer or seller—may be able to enforce continuing employment provisions in a purchase agreement. This decision shows that a...more