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Breach of Contract › Purchase Agreement › Damages

Patton Sullivan Brodehl LLP

Bankruptcy Property Deal Devolves Into Mess of Contract and Fiduciary Duty Claims

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The bankruptcy process is often straightforward: the debtor’s debts are discharged, creditors take a haircut of varying degrees, and life moves on.  But some bankruptcy proceedings give birth to complicated agreements that...more

Bennett Jones LLP

Annulment Clauses and Good Faith

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The Ontario Superior Court of Justice has recently reaffirmed the importance of good faith—or the lack thereof—and reasonableness in real estate transactions, particularly when disputes arise over title defects, third-party...more

Whiteford

Indemnity Clauses, Claims & Controversies

Whiteford on

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

Pillsbury Winthrop Shaw Pittman LLP

Not So Fast: An Option to Purchase Real Estate May Not Always Be Rejected by the Debtor in Bankruptcy

Pillsbury Winthrop Shaw Pittman LLP on

A recent bankruptcy court decision determined that a debtor cannot reject an unexercised option for the purchase of its real estate, raising a potentially significant bar to any debtor extricating itself from an under-market...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

Davies Ward Phillips & Vineberg LLP on

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

McGuireWoods LLP

2nd Circuit Suggests Precise Calculation of Damages Not Needed When Applying Contractual Damages Caps

McGuireWoods LLP on

Purchase agreements commonly include contractual limitations on the potential liability of breaching parties, absent fraud or other wrongful behavior. These “damages caps” generally set a party’s liability at a fixed amount...more

Burr & Forman

SC body bag noncompete case exhumed, revisited

Burr & Forman on

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

Burr & Forman

Non-Competes in the Employment Context Revisited

Burr & Forman on

In 2016 we wrote about a non-compete decision where special referee found that a seller of a business had breached a sales agreement by violating both a non-compete covenant and an exclusive sales provision contained in the...more

Polsinelli

Missouri Appellate Court Explores Legal Remedies after Failed Business Purchase, Joins the Trend of State Court Exploring the...

Polsinelli on

A recent court case from Missouri’s Eastern District Court of Appeals provides insight on the intersection of declaratory judgments, legal damages, and equitable relief, particularly in disputes over complicated business...more

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