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Carlton Fields

Second Circuit Affirms Confirmation of Arbitration Award Involving Dispute About Foreign Restaurant Franchises

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The Second Circuit Court of Appeals has rejected a challenge to a confirmation of an arbitration award upholding the nonrenewal of a master franchise agreement for Subway restaurants....more

Goodwin

“‘They Will Thank Me in the Long Run’”: Court of Appeal Considers Good Faith Obligations and Fiduciary Duties of Directors in...

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The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more

Cadwalader, Wickersham & Taft LLP

Court of Appeals Upholds Contract Merger Clause

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

Carlton Fields

Fifth Circuit Reverses Decision Denying Motion to Compel International Arbitration

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The Fifth Circuit Court of Appeals recently reversed a district court’s denial of a motion to compel arbitration, concluding that the contract between the parties evinced an intent to arbitrate even if the purported arbitral...more

McGinnis Lochridge

All Depths or Just One Formation? Court Clarifies Royalty Conveyance in Rock River v. Pioneer

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This recent case (Rock River Minerals, LP v. Pioneer Nat. Res. USA Inc., No. 08-23-00216-CV, 2024 WL 4528917 [Tex. App.—El Paso Oct. 18, 2024, no pet. h.]) explored whether an assignment of an overriding royalty interest,...more

Kohrman Jackson & Krantz LLP

Ohio Courts Reinforce Arbitration Provisions Despite Conflict, Missing Signatures and Litigation

Ohio courts are reaffirming a consistent and increasingly important theme: if your contract contains an arbitration clause, expect to be held to it. Three recent appellate decisions—Denham v. Encino Energy, LLC,...more

Mayer Brown

English Court of Appeal Rules on "Loss of Anticipated Profits" Exclusion Clause

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The Court of Appeal recently considered whether a clause excluding claims for "loss of anticipated profits" prevented the claimant from bringing a claim for loss-of-profit damages stemming from an alleged breach of contract....more

Farrell Fritz, P.C.

No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean

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Not long ago, we wrote about the vital need for strict compliance with contractual options to buy or sell closely-held business equity interests. As we noted then, failure to strictly comply with any contractual conditions...more

DLA Piper

Ninth Circuit Issues First Published Opinion Addressing Mass Arbitration

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The US Court of Appeals for the Ninth Circuit issued its first published opinion addressing mass arbitration on February 28, 2025, following the court’s decision in Heckman v. Live Nation Entertainment, et al., 120 F.4th 670...more

Farrell Fritz, P.C.

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

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Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Lathrop GPM

New Jersey Appellate Court Confirms Terminated Retailer Is Not in a Franchise Relationship with Manufacturer

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A New Jersey appellate court affirmed a state trial court’s ruling that a terminated retailer of custom outdoor kitchens was not in a franchise relationship with a manufacturer of outdoor grills and that the New Jersey...more

Farella Braun + Martel LLP

Judges Wipe Out Business Interruption Policyholders’ First (And Only) COVID Win

Out of the 1,199 (and counting) trial court rulings addressing Covid business interruption lawsuits, only one of them resulted in a victory for the policyholder. Back in 2022, Baylor College of Medicine won $12 million from...more

Kerr Russell

“Materially Altered”: Michigan Court of Appeals Rules That Forum Selection Clause Added to Invoice Can’t be Enforced

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You’re spending your day off on Luna Pier beach in Monroe County, Michigan. You’ll swim in the morning, get lunch at Gander’s Family Restaurant, and rent jet skis in the afternoon. That morning, however, you wake up and...more

Brownstein Hyatt Farber Schreck

City’s Termination for Convenience Found in Breach of Contract

A recent Tenth Circuit ruling in an appeal successfully defended by Brownstein Hyatt Farber Schreck affirmed a lower court judgment arising from a termination for convenience. This decision serves as support to contractors...more

A&O Shearman

Cap-tivating: what is caught by a liability cap?

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The Court of Appeal's recent judgment in Topalsson v Rolls-Royce looks at how the set-off of counterclaims should be addressed as well as interest when it comes to liability caps....more

Lathrop GPM

California Court of Appeals Affirms Rejection of Reverse Royalty Damages in a Breach of Contract Action by Franchisee

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An appellate court in California has affirmed a trial court’s rejection of more than $4 million in lost business profits, which appellant Glen Suh alleged in a breach of contract action against franchisor Boba Time, Inc. Suh...more

Patton Sullivan Brodehl LLP

Attorney Fee Recovery by Third Parties Dragged into Commercial Lease Disputes

Commercial leases often contain attorney fee provisions allowing a party who prevails in litigation to recover attorney fees from the losing party. Can those attorney fee provisions apply to third parties — outsiders to...more

Allen Matkins

In This Case, The Contract Had No Beginning

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Known for the elegance of his Latin, French humanist Marc Antoine Muret observed "que Graece Latineque sciat, is, quocunque terrarum venerit, apud plerosque admirationi erit (and whoever knows Greek or Latin, wherever in the...more

Farrell Fritz, P.C.

LLC Survives Member’s Death. Dissolution Petition Doesn’t.

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In 2018, two members of a realty holding LLC sought judicial dissolution based on the death of one of the other members. The operating agreement defines a member’s death as an event of “Dissociation.”...more

Farrell Fritz, P.C.

Operating Agreement Spawns Multiple Disputes Between 50/50 Members of Realty Holding LLC

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330 West 85th Street is a prime location on Manhattan’s Upper West Side. At that address sits an elegant, pre-war, 48-unit rental apartment building known as The Rexmere. A 4th floor one-bedroom apartment currently is...more

Farrell Fritz, P.C.

Pave Paradise, Put Up a Purposeful Parking Lot

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Parking lots breed partnership disputes. I’ve litigated them and I’ve written about them, most notably the Kassab saga. I suppose it’s the untapped development potential of parking lots, especially in flourishing downtown...more

FordHarrison

Non-Compete News: – Georgia Court Interprets Non-Compete Statute's "Sale-of-a-Business" Provision

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Georgia’s Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.) (“RCA”) governs Georgia non-compete agreements entered into after May 2011. Very few courts have interpreted the RCA since its inception. In Bearoff v. Craton,...more

Farrell Fritz, P.C.

Can an Arbitrator Order Extra-Judicial Dissolution?

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Often business owners enter into arbitration agreements because they hope it will result in a speedier, less expensive resolution than litigation to disputes with their co-owners. ...more

Hogan Lovells

Liquidated damages on work never completed

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The English Court of Appeal recently considered what should happen when a contractor, through its own fault, never delivers any completed work, despite having contracted to do so by a particular date. In Triple Point...more

Troutman Pepper Locke

NY Appellate Court Weakens 'Manifest Disregard' Exception to Arbitration Enforcement

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A closely followed New York trial court decision in favor of the “manifest disregard” standard for vacating arbitral awards was recently reversed by the New York Supreme Court Appellate Division in In re Daesang Corp. v. The...more

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