Under New York law, written agreements are construed in accordance with the parties’ intent. “The best evidence of what parties to a written agreement intend is what they say in their writing.” As such, “a written agreement...more
Not just the name of the television show on NBC, Deal or No Deal is the question many attorneys are asking, as well as being asked by their clients, regarding transactions that are being made with companies and other...more
Frontier Drilling, LLC v. XTO Energy, Inc. has the indicia of an inequitable result, but as I remind my wife every time she objects to what she deems to be an outrageous jury verdict, we don’t know all the facts and the...more
A.R.S. 12-341.01 TEXT OF THE LAW - A. In any contested action arising out of a contract, express or implied, the court may award the successful party reasonable attorney fees. If a written settlement offer is rejected and...more
Ohio- Conversion- Bradford v. A Star Properties, LLC, 9th Dist. Summit No. 2023-Ohio-3451- In this appeal, the Ninth Appellate District affirmed the trial court’s decision to grant defendants judgment on a claim for...more
Those running promotions such as sweepstakes or contests on social media may seek to engage influencers, or individuals with significant social media followings, to enhance their promotions’ visibility and boost engagement...more
Techlaw: Parties negotiating the terms of a deal must understand when the negotiating stops and a binding contract has been created, even if there is only a string of emails....more
Section 1624 of the California Civil Code specifies a number of agreements that are invalid unless they, or some "note or memorandum thereof", are in writing and signed by the party to be charged or the party's agent. One of...more
Overview of Common NFT Contractual Relationships - Participants in the fast-moving - but legally uncertain - non-fungible token (NFT) marketplace can maximize their business opportunities and mitigate risk by delineating...more
A recent ruling in the Suffolk County Commercial Division highlights the risk a party faces when agreeing to, and later attempting to, enforce an oral modification to a written contract. In Castle Restoration LLC v. Castle...more
In Castle Restoration & Constr., Inc. v Castle Restoration, LLC, Suffolk County Commercial Division Justice Elizabeth H. Emerson refused to enforce an oral agreement that allegedly modified a prior written agreement between...more
Lawyers are sometimes asked to render an opinion that "the [bill of sale] is sufficient as to form to transfer the Company’s right, title and interest in and to the assets specified in the Agreement to the Buyer". Implicit...more
A few weeks ago, my colleague, Madeline Greenblatt, wrote a blog about a $1.75 million breach of contract action brought against Bob Dylan in the Manhattan Commercial Division. In her blog, Madeline reminded practitioners...more
...More often than not, people come through our door seeking assistance on a contract dispute that, in all actuality, should never have been one. Relationships break down. A third party gets involved. Business dealings go...more
Lawyers play a critical role in negotiating and drafting contracts, but when business owners and investors enter into significant agreements regarding or on behalf of their private company, these documents are too important...more
Ordinarily, a defendant will not actively try to help the plaintiff prove her case. But even this fundamental principle of the adversarial litigation process has limits. For example, in the criminal context, a defendant may...more
The Consumer Financial Protection Bureau's Compliance Bulletin and Policy Guidance; 2016-02, Service Providers addresses the CFPB's expectation that companies oversee their business relationships with service providers in a...more
For the first time in 15 years, the Supreme Judicial Court (“SJC”), Massachusetts’ highest court, issued a decision analyzing the enforceability of non-solicitation covenants, the distinction between such covenants in the...more
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
• An agreement reached at the conclusion of a mediation session typically represents an abbreviated version of a formal settlement agreement that will be entered into by the parties at a later date. • Occasionally,...more
The recent decision of the UK Supreme Court in Rock Advertising Limited v MWB Business Exchange Centres Limited [2018] UKSC 24 highlights the need for strict observance of No Oral Modification clauses in agreements....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
A Texas Court of Appeals ruled this week that when companies agree in writing that they have no legal obligations to proceed with a project, they mean it. That may appear to be a simple concept but a jury came to a different...more
As we previously reported, in November 2016, NYC Mayor De Blasio signed into law the Freelance Isn’t Free Act, establishing protections for freelance workers, including the right to receive a written contract for work valued...more
The recent case of Jarvis v. BMW of North America, LLC is an important reminder to attorneys to avoid inadvertently reaching a settlement agreement that is unacceptable to the client, or equally problematic, one that is...more