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Promissory Estoppel Contract Terms

Lathrop GPM

Michigan Precedent on Michigan Franchise Investment Law Held to Trump Inconsistent Sixth Circuit Precedent on Private Right of...

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A federal court in Michigan recently granted several related franchisors’ motions to dismiss a franchisee’s claims for violations of the Michigan Franchise Investment law. Benjamin Franklin Franchising SPE LLC v. David...more

Gray Reed

Merger Clause Defeats Claim to the Farmhouse

Gray Reed on

Barkley v. Connally, a “bet-the-farm” case if there ever was one, invokes the merger clause, a basic principle of contract law. Clients and lawyers: Read this analysis so as to avoid boundless grief and disappointment for...more

Lathrop GPM

Massachusetts Federal Court Grants Manufacturer’s Motion to Dismiss Distributor’s Franchise Law Counterclaims

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A federal court in Massachusetts has dismissed franchise claims brought against a manufacturer, concluding that the distributor had failed to identify a franchise fee that would qualify it for protection from non-renewal...more

Lathrop GPM

Tenth Circuit Holds that Good Faith and Fair Dealing Claim Requires Expectation Created by Express Contract Terms

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The Tenth Circuit has ruled in favor of KFC in a dispute with a franchisee alleging a breach of the implied covenant of good faith and fair dealing. Kazi v. KFC US, LLC, 2023 WL 4983119 (10th Cir. Aug. 4, 2023)....more

Foley & Lardner LLP

Court Looks at What a Franchise Is Under the Minnesota Franchise Act

Foley & Lardner LLP on

In Louis Degidio, Inc. v. Industrial Combustion, LLC, Louis Degidio, Inc. (Degidio) and Louis Degidio Services, Inc. (Degidio Services) sued Industrial Combustion, LLC (IC), a manufacturer of “institutional boiler system”...more

Burr & Forman

Gru Was Wrong About the Money: Court Concludes that Lender Owes Contractor “Contractually, Factually and Practically”

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In BCD Associates., LLC v. Crown Bank, CA No. N15c-11-062 (Super. Ct. Del, May 2, 2022), the trial court found that when a bank pays a contractor directly, it can create a legally binding relationship subject to the terms of...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Bench Trial Demonstrates Importance of Witness Preparation

Justice Borrok of Manhattan’s Commercial Division presided over a bench trial between a contractor and a sub-contractor concerning payments connected to work on New York City Housing Authority’s (NYCHA) Harlem River Houses....more

McGlinchey Stafford

The Bullet Point: A Commercial Law Bulletin - When can a non-party enforce a forum selection clause?

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The Bullet Point is a biweekly update of recent, unique, and impactful cases in state and federal courts in the area of commercial litigation. We’re pleased to expand the Bullet Point from its previous coverage of Ohio case...more

Morris James LLP

Court of Chancery Finds “Bird-Dogging” Entitles Plaintiff To Compensation Under Unjust Enrichment Theory

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While parties may discuss the terms of a business arrangement, absent definite agreement on all material terms or a definite promise, these arrangements are generally unenforceable. However, as the Court of Chancery held in...more

Freeman Law

The Statute of Frauds in Texas

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The statute of frauds is an affirmative defense in a breach of contract suit that, where applicable, renders a contract unenforceable. It exists to “prevent fraud and perjury in certain kinds of transactions by requiring...more

K&L Gates LLP

Chancery Court Looks Past “Sham” Paper Trail to Determine Ownership of Holding Company for Argentina Media Conglomerate

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In Carlos Eduardo Lorefice Lynch, et al. v. R Angel Gonzalez Gonzalez, et al., C.A. No. 2019-0356-MTZ (Del. Ch. July 31, 2020), the Delaware Court of Chancery (the “Court”) examined an extensive paper trail purportedly...more

Troutman Pepper

Michigan Federal Court Permits Subcontractor’s Quasi-Contractual Claims to Proceed Despite Existence of Express Contract Covering...

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P.A.L. Environmental Safety Corp. v. North American Dismantling Corp. Et Al., No. 19-11630, 2020 BL 198779 (E.D. Mich. May 28, 2020) - A Michigan federal court partially granted Consumers Energy Company’s (“CEC”) motion to...more

Woods Rogers

Shopping Subcontractors After Using Bid That Resulted In Contract Award

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Can contractors “shop” bids after obtaining and using them to obtain contract awards?  Generally speaking, the answer is yes under Virginia law. However, the law varies in other jurisdictions.  While this may not seem...more

Troutman Pepper

Sovereign Immunity Bars Contractor’s Claims For Unjust Enrichment And Promissory Estoppel Against City Government On Semi-Public...

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Harakas Constr., Inc. v. Metro Gov’t of Nashville, 2018 Tenn. App. LEXIS 45 (Tenn. App. January 29, 2018) - BK Partners LLC (“BK”) sought to build a condominium complex in Davidson County. This required an upgrade to the...more

Lewitt Hackman

FRANCHISOR 101: Finger Lickin’ Restrictions

Lewitt Hackman on

Franchise agreements give franchisors nearly absolute, unfettered discretion to control advertising of their brands. Franchisors need not regard prior course of dealings with franchisees. An Illinois federal court dismissed a...more

Hogan Lovells

District Court Case Highlights Advantages of ERISA Severance Plans

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Specialists have long touted certain significant advantages to employers that come along with maintaining ERISA severance plans, and a recent district court case highlights some of these advantages....more

Snell & Wilmer

Under Construction - March 2017

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Letter from the Editor - Welcome to the spring 2017 edition of our Under Construction newsletter. We hope 2017 is off to a good start for you and your company. An issue that seems to commonly come up in cost-plus...more

Carlton Fields

D.C. Court Dismisses Dispute Over Reinsurance Of Federal Crop Insurance Program

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On September 20, a federal district court in the District of Columbia dismissed a lawsuit brought by reinsurers of the federal crop insurance program. The plaintiffs-reinsurers alleged that the Federal Crop Insurance...more

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