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Kohrman Jackson & Krantz LLP

Ohio Court Holds Non-Disclosure of Sewer Assessment Fraudulent in Real Estate Sale

A recent Eleventh District Ohio Court of Appeals decision (Bockelman v. Griffin) reminds us that: 1) fraudulent concealment/non-disclosure is an exception to the general real estate principle of “Caveat Emptor” (Let the Buyer...more

Bowditch & Dewey

Sometimes an Offer to Purchase Is just an Offer to Purchase

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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

A&O Shearman

Earnout submissions challenged

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The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more

Benesch

Earnout Held to Violate NY Fee Splitting Prohibition

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A pivotal decision by a New York Appellate Division court holding that earnouts based on the future revenue of a dental practice violated the NY Fee Splitting Prohibition could substantially impact the structuring of health...more

Mayer Brown

Notice provisions should not become a "technical minefield" says the English Court of Appeal

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In the English Court of Appeal's judgment in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477, it considered the validity of a notice of claim served pursuant to a share...more

Patton Sullivan Brodehl LLP

Easement Considered Abandoned When Authorized Use No Longer Has Practical Value

As properties age, it is not uncommon for lingering easements to exist on record which were originally created to serve needs that no longer exist or are practically speaking outdated.  Recorded easements can affect a...more

ArentFox Schiff

Dangers of Failing to Properly Disclose Dual Representation

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It appears real estate brokers in the District will be able to breathe a sigh of relief after the US Court of Appeals for the DC Circuit vacated and remanded a district court’s finding that a brokerage firm failed to properly...more

Snell & Wilmer

Component-Part Manufacturers Are Not Required to Indemnify Retail Sellers Under California’s Song-Beverly Consumer Warranty Act...

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The California Court of Appeal in Mega RV Corp. v. HWH Corp. (2014) 225 Cal.App.4th 1318 held that component-part manufacturers are not obligated to indemnify retail sellers under California Code of Civil Procedure section...more

Butler Snow LLP

Contractual Waivers of Punitive Damages are Enforceable Under Mississippi Law (at Least Sometimes)

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In 4-Way Electric Services, LLC v. Huntcole, LLC, __ So.3d __, 2023 WL 4114332 (Miss. June 22, 2023), the Mississippi Supreme Court considered a dispute between the sellers and buyer of a business that refurbishes electric...more

Foley & Lardner LLP

Michigan Supreme Court Overrules Longstanding Interpretation of “Blanket” Purchase Orders for Supply Contracts

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For many years, Michigan has consistently interpreted “blanket” purchase orders as binding requirements contracts that could bind suppliers (and buyers) for many years — frequently, for the life of a particular OEM or buyer...more

Shutts & Bowen LLP

Drawn-out negotiations over purchase agreement result in extensive litigation

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A recent case weighed the extent to which a purchaser was able to negotiate terms when exercising a purchase of property under an option in a lease. The litigation began when, after the tenant/buyer exercised its purchase...more

White & Case LLP

US Court of Appeals for Federal Circuit Vacates US Court of International Trade Decision That Would Have Let Customs Reject...

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A recent (August 11, 2022) US Court of Appeals for the Federal Circuit ("CAFC") opinion, Meyer Corp., US v. United States,1 has relieved many concerns that a previous decision by the US Court of International Trade ("CIT")...more

Butler Snow LLP

Hey, did you notice that? Pre-suit notice under U.C.C. § 2-607(3)

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Before a buyer of “goods” can bring a breach of warranty claim, Section 2-607(3) of the Uniform Commercial Code requires that it, “within a reasonable time after he discovers or should have discovered any breach[,] notify the...more

Foley & Lardner LLP

Supply Contract Update: Michigan Court of Appeals Affirms that a Requirements Contract Need Not Be Exclusive (Cadillac Rubber &...

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On February 11, 2020, the Michigan Court of Appeals issued a significant decision that impacts manufacturing supply contracts – especially those in the automotive industry – holding that a buyer may enforce a supply contract...more

Dentons

Sellers Beware: Failure to Disclose Known Defects When Selling Real Estate Could Cost You

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Last month, the Iowa Court of Appeals issued an opinion in the case of Robinson v. Welp, which serves as an important reminder to sellers to disclose all known problems affecting a home or face the potentially expensive...more

Foley Hoag LLP - Environmental Law

Yes, Virginia, Selling a Building Known to Contain PCBs Can Constitute An Arrangement for Disposal

Some cases just make you wonder what people were thinking. I’m not even sure Donald Trump would have tried to get away with what Dico, Inc., tried to get away with. In 1994, EPA issued an administrative order, requiring...more

Perkins Coie

Notable Ruling: Alien Tort Statute Focus in Aiding and Abetting

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On Tuesday, October 23, 2018, the Ninth Circuit Court of Appeals issued an important opinion reviving a decade-old Alien Tort Claims Act (ATS) suit based on alleged aiding and abetting slave labor in cocoa farms on the Ivory...more

Burr & Forman

SC body bag noncompete case exhumed, revisited

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Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in the...more

Jones Day

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

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In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

Ward and Smith, P.A.

2016 Guidance from the North Carolina Court of Appeals on Attorney-Client Privilege Issues

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In civil litigation, parties frequently communicate with consultants, tax advisors, friends, family, and others concerning the subject matter of the litigation, and such communications raise issues regarding the possible...more

Proskauer - Minding Your Business

NY Court of Appeals Clarifies What May Constitute a Binding Agreement in the Sale of Syndicated Loans

A unanimous New York Court of Appeals recently held that the acceptance of an auction bid for the sale of a syndicated loan may constitute a final and binding trade, even if there is language indicating that the agreement is...more

Buchalter

Warning: Warranties Can Survive Close of Escrow Even When You Think They Won’t

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As the seller of real property, you might have heard: “Don’t worry, that warranty won’t survive the closing.” Or, you may have assumed that because the purchase agreement stated that certain representations and warranties did...more

Pullman & Comley, LLC

Appellate Court Notes

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Supreme Court Advance Release Opinions: SC19359 - Persels & Associates, LLC v. Banking Commissioner - Noting that it has generally been the policy of the Courts to defer to the Legislature, especially as to the...more

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