The International Franchise Association’s Annual Convention is always filled with useful take home information for franchise practitioners. Last week, I attended the session “Proactive Strategies for Franchisors to Prevent...more
On October 16, 2024, in Cytotheryx, Inc. v. Castle Creek Biosciences (Cytotheryx), the Delaware Court of Chancery underscored the limitations of integration clauses in merger agreements in barring claims based on...more
The due diligence process is a critical element in a merger and acquisition transaction. Most companies clearly define the steps and rarely skip them. However, the participants in the process vary widely, and ethics and...more
Construction relationships are usually governed by multiple contracts, such as various form AIA contracts, addenda, real estate purchase contracts, and financing agreements. Scores of different entities can be involved. A...more
Last week, a divided panel of the Federal Circuit extinguished Molon Motor and Coil Corporation’s hopes of going forward with a patent infringement suit against its electric motor industry competitor Nidec Motor Corporation....more
MOLON MOTOR AND COIL CORP. v. NIDEC MOTOR CORPORATION - Before Lourie, Reyna, and Hughes. Appeal from U.S. District Court for the Northern District of Illinois. Summary: In interpreting an integration clause that...more
Our first blog post of the New Year looks back at an important case the Texas Supreme Court decided in 2019, and its potential impact on majority owners seeking to avoid fraud claims by new investors. See Int’l Bus. Machines...more
Clauses in employment contracts may appear benign when a contract is signed, but then later balloon into serious problems. This article will address several of the issues that we see commonly litigated, helping you to...more
If a tenant receives a verbal assurance from a landlord while negotiating a lease, and the assurance is not written in the lease, does the tenant have any recourse if the assurance turns out to be false? ...more
In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more
In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more
Before a final agreement is signed there are often oral discussions, negotiations, and representations. There may be written memorandums of understanding or letters of intent. But, when the final agreement has a "merger" or...more
For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more
In Prairie Capital III, L.P. v. Double E Holding Corp. the Delaware Court of Chancery examined exclusive representations and integration clauses, omissions and exclusive remedies provisions. The opinion notes...more
Appellate Court Advance Release Opinions - AC36506 - Sidorova v. East Lyme Board of Education - Due to budget cuts, the Board of Education laid off the plaintiff who was a tenured French teacher. She sued for...more
On September 30, 2014, the Delaware Supreme Court reversed a jury verdict finding that ev3, Inc. breached its contractual obligation to the shareholders of Appriva Medical, Inc., a company purchased by ev3. In ev3, Inc. v...more
In Volpe v. Interpublic Group of Companies, Inc., No. 652308/2012, Judge Eileen Bransten granted defendant The Interpublic Group of Companies, Inc.’s (“IPG”) motion to dismiss plaintiff Ray Volpe’s (“Volpe”) complaint,...more
Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more
The California Supreme Court recently held that a borrower may rely upon oral promises to support a fraud claim against its lender even when such oral promises contradict the written agreement....more