Last week, the Manhattan-based Appellate Division, First Department, handed down one of the more intriguing decisions by a New York court I’ve seen in a long time involving a dispute between LLC members....more
A common theme in commercial litigation is the assertion of a breach of contract claim and a fraudulent inducement claim. A plaintiff claiming a breach of contract must show (1) the existence of a contract; (2) the...more
The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more
A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more
Watch your words. For about a decade, James Harden has been one of the better players in the National Basketball Association. During the same time period, Daryl Morey has been one of the better executives in the NBA, first...more
A chronic issue in Texas law is defining when representations made by a “seller” prior to contract execution bind the seller, notwithstanding contract language that purports to disclaim or otherwise limit the “buyer’s” right...more
Contract parties, sophisticated and unsophisticated, often attempt to limit their exposure to post-execution claims of the contract counterparty, particularly to misrepresentation claims, by the contract language. These...more
The Federal Circuit recently affirmed a district court’s holding that a merger clause in a patent license settlement agreement did not extinguish a prior covenant not to sue on the same patent because the agreement did not...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
In Mercedes-Benz USA, LLC, et al v. Carduco, Inc. dealership franchisee Carduco sued franchisor Mercedes Benz for fraudulent inducement and negligent misrepresentation. ...more
The Texas Supreme Court recently heard oral argument in Barrow-Shaver Res. Co v. Carrizo Oil & Gas, Inc., No. 17-0332, on the interpretation of a farmout agreement providing that an assignment could not be made “without the...more
New York courts have frequently applied the continuous representation doctrine (“CRD”) to toll the three-year statute of limitations period for malpractice claims against accounting firms under CPLR § 214(6), which has...more
The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more
Goodwin Procter’s Business Litigation Reporter provides timely summaries of key cases and other developments within dedicated Business Litigation sessions and related courts throughout the country – courts within which...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
In this Publication: - 2.1 Introduction 2–1 - 2.2 General Considerations About Contract Drafting 2–2 - § 2.2.1 Does the Contract Reflect a “Meeting of the Minds”? 2–2 - § 2.2.2 The Words of the...more
In Schron v. Troutman Saunders LLP, 2013 NY Slip Op 00952 (N.Y. Feb 24, 2013), the New York Court of Appeals held that the phrase “other good and valuable consideration” within a contract was not ambiguous, and therefore...more