News & Analysis as of

Unenforceable Contract Terms Breach of Contract

Ogletree, Deakins, Nash, Smoak & Stewart,...

Wyoming Supreme Court Eliminates the Blue Pencil Rule for Noncompete Agreements

On February 25, 2022, the Wyoming Supreme Court issued a decision prohibiting courts from revising, or “blue penciling,” noncompete agreements to be reasonable and enforceable under the law. The decision overrules the Wyoming...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Georgia Courts Cannot Toll Duration of Noncompete Agreement, Even Against Willful Violator

Since the passage of the Georgia Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.) in May 2011, there has been some level of uncertainty regarding the extent to which a court may “blue pencil” or modify an otherwise...more

Littler

Ontario, Canada Court Reminds Employers that Improperly Drafted Restrictive Covenants are Unenforceable

Littler on

In Labrador Recycling Inc. v. Folino, 2021 ONSC 2195 (Labrador Recycling), Ontario’s Superior Court denied an employer’s motion for an urgent injunction to restrain its former employee from competing with it contrary to the...more

Rosenberg Martin Greenberg LLP

Sure I Signed The Contract, But…

It is not unusual for a party to regret signing a contract. The terms “buyer’s remorse” and “seller’s remorse” would not be part of the lexicon if it was. However, with good reason, the law does not allow a party that...more

Burr & Forman

That’s A Goocher: SD Court Finds Enforceable Construction Contract Despite Lack of Time Component

Burr & Forman on

What’s a goocher?  If you saw the movie, Stand By Me, then you know exactly what I mean.  And there are times when parties to a construction contract face a goocher. ...more

Bradley Arant Boult Cummings LLP

Why Your Cannabis Contracts May Be Unenforceable Even if State Law Says Otherwise

Few industries promise rapid growth equal to that of the cannabis industry, with one study projecting the industry could reach $30 billion in annual sales by 2025. This growth continues to accelerate as more states legalize...more

Womble Bond Dickinson

Indefinite Covenants Within License Agreement May Not Be Enforceable

Womble Bond Dickinson on

Where a software license agreement precluded the licensee from developing similar software for an undefined period of time, the license agreement inhibited “free trade” and was therefore unreasonable and unenforceable. Triage...more

McAfee & Taft

Liquidated Damages in Purchase and Sale Agreements: Oklahoma

McAfee & Taft on

A buyer and seller of real estate will often include a liquidated damages provision in the purchase and sale agreement as a means for stipulating the amount of damages the seller will receive in the event of a breach of the...more

Farrell Fritz, P.C.

Another “Unsigned Agreement” Held Enforceable Where the Parties Intended to be Bound, Despite Not Signing

Farrell Fritz, P.C. on

Not all agreements need to be in writing to be enforced.  Indeed, unless there is an applicable Statute of Frauds, oral agreements are enforceable.  But what if the parties to an agreement — a formal contract — don’t sign? ...more

Carlton Fields

Cow Manure Meets Insurance Law: Seventh Circuit Addresses Breach of Contract Exclusions in Malpractice Insurance

Carlton Fields on

Errors and omissions (E&O) and directors and officers (D&O) professional liability insurance policies commonly contain breach of contract endorsements that exclude coverage for claims “based upon or arising out of” a breach...more

Bradley Arant Boult Cummings LLP

New York Courts Continue to Uphold Enforceability of No Damages for Delay Clauses - Construction and Procurement Law News, Q2 2019

A New York trial court recently upheld the enforceability of a no-damages-for-delay clause in a contract between a general contractor and its subcontractor. In Hailey Insulation Corp., v. WDF, Inc., the subcontractor...more

Burns & Levinson LLP

Don’t Overreach by Retaining the Unilateral Right to Modify An Arbitration Agreement

Burns & Levinson LLP on

Who wouldn’t want to be able to dictate the terms of a contract rather than having to negotiate them with someone whose interests are not completely aligned with your own? If you ever find yourself in such a position,...more

Dechert LLP

“Nobody Fell Off the Turnip Truck Yesterday”: What’s at Stake for Commercial Real Estate Lenders in Sutton 58?

Dechert LLP on

Sutton 58 Associates LLC v. Pilevsky et al., is a New York case which gets to the heart of the enforceability of classic single-purpose entity restrictions in commercial real estate lending. At issue is how far a third-party...more

Lewitt Hackman

Franchisee 101: No Gain from Gratuitous Promises

Lewitt Hackman on

A federal Appeals Court has held that an offer to extend a franchisee’s buyback period lacked consideration required to form an enforceable contract and, instead, was an unenforceable gratuitous promise by the franchisor....more

Troutman Pepper

Claim Of Fraudulent Inducement Of A Construction Contract Does Not Invalidate Arbitration Clause In That Same Contract

Troutman Pepper on

Koudela v. Johnson & Johnson Custom Builders, LLC, 2017 Ohio App. Lexis 5800 (December 29, 2017) - In this case, Nicolas and Monica Koudela (the “Koudelas”) entered into a construction contract with “Johnson & Johnson...more

A&O Shearman

In A Post-Trial Opinion, Delaware Court Of Chancery Dismisses Breach Of Contract And Fiduciary Duty Claims For Lack Of Personal...

A&O Shearman on

On September 1, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed claims for breaches of contract and fiduciary duty brought by plaintiffs against a prospective business partner,...more

Mintz - Sports Entertainment Viewpoints

Ineligible Coach On The Field – Assessing Whether Restrictions Are Enforceable In Contracts

With the start of college football season around the corner, attention turns to off-season shake ups in coaching staffs. One controversial change involved defensive coordinator Robert H. Shoop. Shoop traded in his blue and...more

Proskauer - Employee Benefits & Executive...

District Court Finds Forum Selection Clause Unenforceable in ERISA Action

A federal district court in Illinois ruled that a plan’s forum selection was unenforceable because it conflicts with ERISA’s public policy of providing plaintiffs “ready access to the Federal courts.” Darlene Harris...more

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