A "time is of the essence" (TOE) clause may be the most contentious boilerplate provision in Canadian contract law, judging by the volume of Canadian case law that it has generated. As a form of legal shorthand, the clause...more
Apartment owners in NOP 38 projects tend to mistakenly believe the guarantees issued to them by developers provide full safety nets, guaranteeing their rights in any case, even if the developer encounters financial...more
Assume wrongdoer procures title to a traceable portfolio of stocks by fraud, duress, or undue influence from rightful owner and then transfers title on to an innocent third party for nominal consideration, i.e. to a non-BFP....more
Assume fraudulent representations by the owner of a residence with multiple hidden material defects that the defects were non-existent induce Jones to purchase residence. Call that residence the “old residence.” The unjustly...more
In one of the first written opinions from the Texas Business Court interpreting Texas contract law, City Choice Group, LLC v. TMC Grand Blvd Land Company, LLC (“City Choice”), the Court’s analysis offers early insight into...more
In 2025, contract negotiations unfold over oat milk coffees and digital channels where informal conversations often intermingle with serious commercial discussions. ...more
The High Court has looked at whether the obligation to pay for shares under a put option was conditional on certain documentation being provided or whether the obligation to pay and provide documents were interdependent. The...more
Obtaining an “investment right” to share in a successful and growing new business venture, like a right-of-first-refusal, can feel like a golden ticket. But what is the value of that right, and what damages are the injured...more
Chris Popov and Jamie Leader frequently advise private equity clients before, during, and after a major acquisition or divestiture regarding the issues that arise after a closing and lead to a material dispute. This...more
On June 13, 2025, the Supreme Court of Texas delivered a 17-page opinion in White Knight Development, LLC v. Simmons clarifying that monetary damages may be awarded alongside specific performance in real estate contract...more
The Ontario Superior Court of Justice has recently reaffirmed the importance of good faith—or the lack thereof—and reasonableness in real estate transactions, particularly when disputes arise over title defects, third-party...more
On March 24, 2025, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial opinion in Desktop Metal, Inc. v. Nano Dimension Ltd.,1 ordering the parties to comply with a merger agreement and close...more
A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more
The recent decision of the Delaware Court of Chancery in Desktop Metal, Inc. v. Nano Dimension Ltd. and Nano USI I, Inc. provides valuable lessons for both sellers and buyers on deal certainty and reasonable best efforts...more
The question of enforceability of an offer to purchase real estate was addressed by the Massachusetts Appellate Court in McCarthy v. Young, 105 Mass. App. Ct. 203 (2025). In this case, the buyer offered to purchase real...more
In a deal market as uncertain as this one, we have seen transactional lawyers more frequently resorting to pushing what are known as “hell or high water” clauses - clauses that obligate parties to take “any and all...more
On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an attempt to force Musk to complete his...more
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
In Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249 (Del. Ch. March 1, 2022), the Delaware Court of Chancery granted Level 4, the owner of franchised yoga studios, an order of specific performance and compelled...more
Humans as we are, “Homo sapiens,” can be traced back around 300,000 years. Our large and complex brains work continuously to develop tools, devices, and complex technologies. We build teams, start families, live in social...more
Courts and arbitral tribunals in many jurisdictions have the power to order contractors to perform building works - to order "specific performance" of a construction contract. But these powers are rarely exercised. A recent...more
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more
Buildings do not last forever. Eventually, gravity and time will prevail over concrete, steel, wood, and glass. The risks associated with that life span are captured well in transactions related to single-family homes and...more
Restrictions on a contractor's rights to subcontract works are common across industry forms of contract, and breach of these provisions can have significant consequences for a contractor. In a recent Australian case, the...more
If a Buyer breaches an Agreement of Sale and refuses to buy the property, can the Seller seek specific performance as a remedy? A 2019 Superior Court decision concluded yes....more