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Commercial Litigation Contract Terms

BCLP

Better to ask for Forgiveness than (Court) Permission? “Service out” and the CPR 6.33(2B) Gateways

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The UK High Court in White Rock Corp Ltd v Middle Volga Shipping Co [2025] has recently provided helpful clarification in relation to the “service out” jurisdictional gateway in CPR 6.33(2B)(c) in the context of the First...more

Davis Wright Tremaine LLP

Drafting Broad Arbitration Clauses

In the recent decision Soar.Earth Ltd v. Mahaffie, the U.S. District Court for the District of Colorado addressed what happens when competing forum selection and arbitration clauses in separate contracts apply to a single...more

Vorys, Sater, Seymour and Pease LLP

Ohio Supreme Court Ruling Clarifies Whether Banks Owe a Duty to Loan Guarantors

The Ohio Supreme Court overturned the First Appellate District’s ruling in Huntington National Bank v. Schneider (Case No. 2024-0208), clarifying when banks must disclose material information to loan guarantors. In a case...more

Morgan Lewis

English Commercial Court Considers the Impact of Corporate Succession on Arbitration Clauses

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In the recent case before the English Commercial Court of Energyen Corp v HD Hyundai Heavy Industries Co Ltd [2025] EWHC 1586 (Comm), Justice David Foxton rejected a challenge to an ICC arbitration award under Section 67 of...more

Clark Hill PLC

Colorado court rules “Fees on Fees” recoverable in contractual disputes, breaking new ground on attorney fee awards

Clark Hill PLC on

On Aug. 6, the Colorado Court of Appeals recently addressed a question that had never been definitively answered in the state: whether a prevailing party can recover attorney fees incurred to enforce a contractual...more

Morgan Lewis

Tariff-Related Commercial Litigation: What Businesses Need to Know About Force Majeure Clauses & Common Law Defenses

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Faced with ongoing tariff uncertainty, companies in the United States and abroad are grappling with the consequences of existing or forthcoming trade duties for their businesses. Exacerbating this uncertainty, companies’...more

Stinson - Corporate & Securities Law Blog

Court Invalidates Indemnification Claim for Failure to Comply with Dispute Resolution Provisions

Halinski v. ADS Grp. Acquisition, LLC (Del. Ch. (7/25) discusses the propriety of indemnification claims.  The relevant SPA deferred payment of a $4,439,000 Tax Holdback to cover certain possible post-closing tax liabilities....more

Schwabe, Williamson & Wyatt PC

New Rule on Subcontracting Compliance from SBA OHA Ruling

On May 2, 2025, in Size Appeal of Bowhead Enterprise, Science, and Technology, LLC, SBA No. SIZ-6352, the Small Business Administration (“SBA”) Office of Hearings and Appeals (“OHA”) ruled that for service and manufacturing...more

Tonkon Torp LLP

Legal Lessons from Portland’s Commercial Real Estate Uncertainty

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In today’s commercial real estate market, the only certainty is uncertainty. This is not a call for panic, but rather a call for balance. Now is not the time for bet-the-firm risks, nor is it a time for total retreat to the...more

A&O Shearman

Hague Judgments Convention 2019 in force for the UK from July 1—key points for commercial parties

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The 2019 Hague Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters (the Judgments Convention) is in force for the UK from July 1, 2025....more

Cooley LLP

Court of Appeal Upholds Contract With Open Price Clause

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The English Court of Appeal’s judgment in KSY Juice Blends UK Ltd v. Citrosuco GmbH provides helpful guidance on the enforceability of long-term supply contracts where the price for part of the goods is left open to be agreed...more

Blake, Cassels & Graydon LLP

Limitation and Exclusion of Liability Clauses Under Quebec Law: Legal Guidance and Drafting Tips

The inclusion of limitation and exclusion of liability clauses in contracts entered into in Quebec requires an understanding of civil law and public order restrictions. Since the Supreme Court of Canada (SCC) ruling in...more

Foley & Lardner LLP

Federal Court Enforces Forum Selection Clause in Dealer Dispute with Equipment Manufacturer

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A federal district court recently enforced a forum selection clause in National Equipment Dealers, LLC v. IROCK Crushers LLC, transferring the case to Ohio and confirming the enforceability of venue clauses in commercial...more

Bradley Arant Boult Cummings LLP

Whose Terms Govern? An Introduction to the Battle of the Forms

For construction lawyers, the Battle of the Forms presents a familiar fact pattern. A material supplier/seller provides a potential buyer with a price quote along with its standard terms. The buyer, usually a contractor or...more

JAMS

From 1925 to Today: How the FAA Transformed Dispute Resolution

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In 1925, Congress enacted the Federal Arbitration Act (FAA) requiring courts to enforce agreements to arbitrate as valid contract provisions. Business communities and trade associations campaigned vigorously in support of its...more

Perkins Coie

California Supreme Court Upholds Reduced Rent Remedies in Cotenancy Clauses

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Key Takeaways - - In JJD-HOV Elk Grove, LLC v. Jo-Ann Stores, LLC, the Supreme Court of California upheld the validity of a cotenancy provision in a retail lease, affirming that in certain instances where clauses are drafted...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

Jones Day

CJEU Ruling on Asymmetric Jurisdiction Clause Validity—Towards (un)Certainty?

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The Court of Justice of the European Union ("CJEU") recently issued an important ruling in the case of Società Italiana Lastre SpA (SIL) v. Agora SARL (C-537/23). The decision addresses the validity criteria of asymmetric...more

Felicello Law PC

Top 5 Pitfalls to Avoid in Arbitration Agreements

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Once you decide to arbitrate rather than litigate, the next crucial step is ensuring the arbitration agreement is well-drafted. While arbitration offers businesses a private, efficient, and flexible method for resolving...more

Mayer Brown

Asymmetric Jurisdiction Clauses – The EU's Highest Court Gives Its View

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On 27 February 2025, the EU's Court of Justice delivered its ruling on a case referred to it by the French Cour de Cassation concerning whether or not asymmetric jurisdiction clauses are valid as a matter of EU law;...more

A&O Shearman

DBS, delay and decoding conditions precedent

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The Court of Appeal has dismissed a claim by the UK Home Office's Disclosure and Barring Service for over GBP1.5 million worth of delay payments against its IT supplier Tata. The contract contained a condition precedent to...more

Pillsbury Winthrop Shaw Pittman LLP

High Court of England and Wales Decision Clarifies “Lender Discretion”

Borrowers and lenders negotiating commercial loan agreements should use precise contractual language to avoid having terms implied into their agreements. In MacDonald Hotels Limited & Anr v Bank of Scotland Plc [2025] EWHC 32...more

Warner Norcross + Judd

Federal Trial Court Rules That Standard Stellantis Contract Terms Do Not Create an Enforceable Requirements Contract

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Automotive contract law keeps evolving, and suppliers will need to continuously assess how these changes will impact them. As we previously reported, last summer, the United States Court of Appeals for the Sixth Circuit...more

Robinson+Cole Construction Law Zone

Under New York Law a Recourse Provision Bars Most Claims Except for Fraud

In Iberdrola Energy Projects v. Oaktree Capital Management L.P., 231 A.D.3d 33, 216 N.Y.S.3d 124, the Appellate Division for the First Department ruled that a nonrecourse provision in a contract barred a plaintiff’s causes of...more

White & Case LLP

CJEU rules on Asymmetric Jurisdiction Clauses without closing uncertainty

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On 27 February 2025, the Court of Justice of the European Union (CJEU) issued a landmark decision (C-537/23) addressing the validity of asymmetric jurisdiction clauses under Article 25 of the Brussels Recast Regulation. While...more

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