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Breach of Contract › Purchase Agreement › Buyers

Jones Day

Earnouts in M&A Transactions: Recent Decisions From Delaware

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In 2024, Delaware courts issued multiple instructive decisions on earnout provisions in life sciences M&A transactions. ...more

Whiteford

Indemnity Clauses, Claims & Controversies

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Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more

DarrowEverett LLP

Survival Periods and Delaware’s Statute of Limitations in M&A

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Delaware is well known as a favored jurisdiction for mergers and acquisition deals, and for good reason — the jurisdiction’s business-friendly legal environment offers numerous efficiencies and predictability. Attorneys and...more

Davies Ward Phillips & Vineberg LLP

“Con Ed” Damages in Canadian Public M&A: Revisiting Cineplex v Cineworld in Light of Recent Delaware Case Law

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What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more

Dickinson Wright

Mass Fraud, Arson Threats, Murder, Organized Crime, Kidnapping: What Are the Limits of ‘Buyer Beware’?

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This column was originally published on RENX.ca. In an episode of The Simpsons in the late ’90s, Marge Simpson takes a job as a real estate agent to make some extra cash. She made her first sale by selling a big, reasonably...more

Bradley Arant Boult Cummings LLP

Damages for Buyer’s Breach of Contract for the Sale of Real Property: Court Rejects Contractor’s Creative Damages Theory in...

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Who said legal opinions have to be boring? Not Judge Terrence L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma, who last week issued a colorful opinion rejecting a home builder’s creative claim...more

Robson & Robson, P.C.

Sellers Beware: Sandbaggers Welcomed In Pennsylvania & Delaware

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Image a home buyer finally finds their dream house. There’s just one problem. During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the...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

Goulston & Storrs PC

Exclusion of Consequential Damages (UPDATED)

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies: In 2021, 10% of the merger and acquisition purchase agreements covered by...more

Jones Day

Delaware Court Holds That Delaware "Should Be a Pro-Sandbagging Jurisdiction"

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On March 9, 2022, the Delaware Court of Chancery issued a post-trial decision in Arwood v. AW Site Services, LLC, subsequently amended on March 24, 2022. The plaintiff, John Arwood, had spent decades building a waste...more

Farrell Fritz, P.C.

Defendants Get Lit Up by the Court on the Fifth Day of Hanukkah

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It’s not often that a lawsuit in the Commercial Division between sophisticated parties to an arm’s-length business transaction warrants a blistering rebuke of the parties by the Court....more

White & Case LLP

Notable decisions from Delaware courts

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Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

Goulston & Storrs PC

Exclusion of Consequential Damages

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Market Trends: - What You Need to Know As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - April 2021....more

Goodwin

Buyer (or Seller) Beware: Who Bears the Risk with Hotel Operating Covenants in a Pandemic?

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Following a dramatic pause starting last spring, the hotel purchase and sale market has begun to show signs of a rebound. A significant challenge to these sales, however, is the remaining uncertainty around the COVID-19...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

McCarter & English, LLP

Delaware Law Updates - Delaware Supreme Court Rejects Over Expansive Application Of True-Up Provision In Purchase Agreement

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Chicago Bridge & Iron Co. v. Westinghouse Elec. Co. LLC, et al., No. 573, 2016 (Del. June 28, 2017) - The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed...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

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