Contract Disputes, Breach of Contract, Buyers

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

Bradley Arant Boult Cummings LLP on 5/30/2025

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

Earnout submissions challenged

A&O Shearman on 3/28/2025

The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more

Delaware Law Allows Buyers to “Sandbag” Sellers

Goodwin on 3/14/2022

A recent decision out of the Delaware Court of Chancery in John D. Arwood et al. v. AW Site Services, LLC, sheds significant light on whether a party to a contract governed by Delaware law may “sandbag” its counter party: as...more

Does a Prior Breach Excuse a Counter Breach

Jaburg Wilk on 5/14/2021

As any parent with more than one child can attest, most people, including not only children but also adults, believe that if another person commits the first offense, then a counter, or retaliatory offense is justified. Such...more

Take or Pay: Does the Law of Penalties Apply?

Akin Gump Strauss Hauer & Feld LLP on 7/27/2020

Q2 2020 saw a tangible increase in the number of queries from clients asking about the enforceability of take or pay clauses common in supply agreements. Intermingled with questions around force majeure, the key issue appears...more

Liquidated Damages in Purchase and Sale Agreements: Oklahoma

McAfee & Taft on 2/19/2020

A buyer and seller of real estate will often include a liquidated damages provision in the purchase and sale agreement as a means for stipulating the amount of damages the seller will receive in the event of a breach of the...more