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Breach of Contract Contract Terms Corporate Counsel

Jenner & Block

Delaware Court Refuses to Enforce or Modify Overbroad Noncompete in Cleveland Integrity Services v. Byers

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In Cleveland Integrity Services, LLC v. Byers (Del. Ch. Feb. 28, 2025), the Delaware Court of Chancery declined to enforce a two-year non-compete agreement that it found to be geographically overbroad and refused to narrow or...more

Pillsbury Winthrop Shaw Pittman LLP

Challenging Trump 2.0 En Masse Contract Terminations

The Trump administration’s en masse terminations for the government’s convenience-as-a-budget-cutting tactic may constitute contract breaches, thereby entitling contractors to lost profits....more

Carlton Fields

Square Peg, Round Hole: 6th Circuit Affirms Finding That Cyber Claims Are Not Covered by CGL Policies

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In Home Depot Inc. v. Steadfast Insurance Co., Home Depot learned the hard way a rule every DIY enthusiast knows: measure twice, cut once. It appears Home Depot’s measurements were off when it sized up its insurance needs,...more

Bradley Arant Boult Cummings LLP

What to Do if Your Federal Contract was Wrongfully Terminated by the Government

Government contracts often include a termination for convenience clause, generally allowing federal agencies to cancel agreements when it serves the government’s interest. While this power is fairly broad, it is not absolute...more

Holland & Knight LLP

A Tale of 2 Rulings: Serta, Mitel Cases Remind Why Contract Language Matters in Debt Documents

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A three-judge panel of the U.S. Court of Appeals for the Fifth Circuit has unanimously held that the debt exchange undertaken by Serta Simmons Bedding did not qualify as an "open market purchase" under the terms of Serta's...more

BakerHostetler

Delaware Supreme Court Settles Forfeiture-for-Competition Question, Adopts Employee Choice Doctrine - Seventh Circuit Asks, ‘Are...

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Less than two months after the Delaware Supreme Court provided the employers, investment partners and other business leaders that trust in the stability of Delaware law to protect their critical business interests with the...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

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The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Force Majeure Decision Provides A Good Overview of the Law Surrounding Leases and the COVID-19 Pandemic

A few months ago, a Commercial Division court granted summary judgment in favor of the plaintiff-landlord in a case involving a commercial lease for a gym that was closed due to COVID-19 restrictions.  The decision in Amherst...more

Allen Matkins

Acceptance Or Counteroffer?

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A California Court of Appeal opinion published yesterday highlights the importance of understanding how and when a contract is formed.  The case from an attorney's letter to an insurance offering to settle his client's claim...more

Herbert Smith Freehills Kramer

Delaware Court of Chancery Holds That ‘Effect of Termination’ Provision Bars Party Who Terminated Merger Agreement From Also...

In its recent decision in Yatra Online, Inc. v. Ebix, Inc., Case No. 2020-0444-JRS, 2021 WL 3855514 (Del. Ch. Aug. 30, 2021) (Slights, V.C.), the Delaware Court of Chancery dismissed plaintiff’s breach of contract and other...more

Bradley Arant Boult Cummings LLP

Government’s Failure to Grant REA Can Constitute Breach of Contract - Construction and Procurement Law News, Q1 2021

The U.S. Court of Appeals for the Federal Circuit, in BGT Holdings LLC v. United States, recently held that the government does not have the discretion to deny a contractor’s request for equitable adjustment (REA) under...more

Seyfarth Shaw LLP

California Courts Weigh in on Contractual Obligations in the Era of COVID-19

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As discussed in previous updates, courts across the country continue to grapple with the application of force majeure provisions in contracts, as well as the related legal doctrines of impossibility, frustration of purpose,...more

Seyfarth Shaw LLP

Latest Decisions on Force Majeure in the COVID-19 Context

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As discussed in previous updates, COVID-19 has brought the concept of force majeure to the forefront across multiple practice areas. As the pandemic-caused shutdowns began, scholars and businesses alike re-examined the...more

Hicks Johnson

A Practitioner’s Guide to COVID-19-Related Force Majeure Disputes

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The predicted wave of force majeure litigation related to COVID-19 has now become reality. Lawsuits are increasingly being filed by parties to contractual disputes, and practitioners are increasingly being called upon to...more

Vinson & Elkins LLP

Routes To Relief On Both Sides Of The Atlantic – Frustration And Force Majeure Under US And English Law

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COVID-19 presents a unique and, for most parties, unprecedented challenge – a pandemic that has resulted in a global public health crisis and significant restrictions on global trade and labor, the repercussions of which...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

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We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

Robins Kaplan LLP

Delaware Supreme Court Increases Damages from $1 to $126 Million, Holds Chancery Misapplied Efficient Breach Doctrine

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On May 2, 2019, Justice Traynor authored a unanimous opinion in which the Supreme Court of Delaware, sitting en banc, reversed a decision by Vice Chancellor Laster of the Delaware Court of Chancery awarding Leaf Invenergy...more

Troutman Pepper Locke

LinkedIn Activity May Violate Non-Solicitation Agreements

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Q: A former employee has invited some of her former co-workers and clients to connect on LinkedIn. Is this a violation of her non-solicitation agreement with our company? ...more

Carlton Fields

Ninth Circuit Snubs Stolt-Nielsen, Holds Generic Employee Arbitration Agreement Permits Class-wide Arbitration

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After an employer allegedly released personally identifiable information of its employees as the result of a phishing scam, plaintiff employee filed a putative class action lawsuit, alleging claims including negligence,...more

Dorsey & Whitney LLP

Seventh Circuit Rules that Company’s Distributor Is Not its Competitor

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The sale of a business virtually always involves a promise by the seller not to engage in competition with the purchaser, within certain time and geographic parameters. Frequently, such agreements contain robust prohibitions...more

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

Oral Contract Upheld in California Despite Offer Letter Purporting to Supersede It

Does an employment offer letter that expressly supersedes any oral statements on the part of supervisors concerning conditions of employment preclude verbal wage promises made after the employee is hired? Chen v. M&C Hotel...more

Dorsey & Whitney LLP

Delaware Chancery Court Provides Further Insights into the Validity of Anti-Reliance Clauses

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On November 30, 2016, the Delaware Court of Chancery issued another opinion in a growing body of decisions defining the parameters of extra-contractual fraud claims in M&A transactions. In IAC Search LLC v. Conversant LLC,...more

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