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Contract Disputes Contract Terms

Davis Wright Tremaine LLP

Armed Services Board of Contract Appeals Says, "Show Me the (Amount of) Money!"

To assert a claim for monetary relief, the claimant must seek a "sum certain." A monetary claim that does not state a sum certain may be denied by the Contracting Officer and denied by the Board of Contract Appeals for...more

Proskauer - New Media & Technology

Why a Transaction’s Context Matters: Website Terms Found Unenforceable Despite Proximate Placement to “Place Order” Button

In Cody v. Jill Acquisition LLC, No. 25-937 (S.D. Cal. June 30, 2025), the Southern District of California declined to enforce a retail site’s terms of use and compel arbitration, holding that the plaintiff, who used guest...more

Seyfarth Shaw LLP

Drafting Smarter: Force Majeure and Price Escalation Clauses in a Tariff-Heavy Era

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In light of recent disputes, international construction firms are rethinking how they draft force majeure and price escalation provisions to better address tariff-induced cost increases. While traditional force majeure...more

Cranfill Sumner LLP

The Tariff Matrix Reloaded

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In April 2025, our International Business Law and Administrative, Regulatory and Government Law practice groups wrote about Which Trade Pill to Swallow: The Red Pill or Blue Pill? In the past few months, several more tariff...more

Jackson Walker

Texas Supreme Court Clarifies Default Ownership of Produced Water in Oil & Gas Leases – Key Questions Remain

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On June 27, 2025, the Texas Supreme Court issued a pivotal decision in Cactus Water Services, LLC v. COG Operating, LLC, holding that under the language of the granting clause found in the standard oil and gas lease, produced...more

Cooley LLP

How to Win a ‘Battle of Forms’? Avoid Them!

Cooley LLP on

The recent High Court decision in Volac International Limited v. IEP Technologies Limited[1] should serve as a reminder to contracting parties to ensure they have effective procedures in place to avoid a ‘battle of forms’ as...more

Dickinson Wright

Start the Clock—The Case for Including Contractual Limitations Periods in Employment Agreements.

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Contractual limitations periods provide parties on both sides of an agreement certainty regarding the filing of a potential action. But many employers do not know that they may include such contractual limitations periods in...more

PilieroMazza PLLC

The CPAR Trap: What SLSCO Teaches Contractors About Challenging Performance Ratings

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Contractor Performance Assessment Reports (CPARs) are a critical currency in the world of government contracting—shaping future awards, past‐performance evaluations, and a contractor’s reputation. Positive assessments can...more

Goodwin

Convergence and Flexibility: LP Clawback Provisions in Private Funds

Goodwin on

A majority of private fund managers set the clawback limit at 25%, but they calculate the clawback differently depending on fund type. Limited partner (LP) clawback provisions enable fund managers to call back previously...more

Hogan Lovells

Sudden breach of a contract and liability: key takeaways from the Altarea’s court decision (TAE Feb. 4, 2025, no. J2024000206)

Hogan Lovells on

A out of the ordinary case: a breach of contract for the sale of a business (rather than the breakdown of negotiations), and more specifically for the transfer of control of the Primonial Group. Back in March 2022, the...more

Poyner Spruill LLP

Enemy of a Lender: Ambiguity in Loan Documents

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Loan document terms are ambiguous when they are reasonably capable of being interpreted in more than one manner. Contract law often provides that an ambiguous term in a loan document is interpreted against the drafting party....more

Morris James LLP

Chancery Upholds Expulsion of LLC Investor, Awards Fees and Expenses Caused by Breach

Morris James LLP on

PJT Holdings, LLC v. Costanzo, C.A. No. 2023-0665-JTL (Del. Ch. May 15, 2025) - In anticipation of launching a chain of restaurants, three restaurant operators joined an outside investor to form a four-member,...more

Bradley Arant Boult Cummings LLP

Incoterms 101: The Basics of International Trade

Fluency in Incoterms® is helpful for any contractor or materials supplier engaged in international trade. Most recent articles discussing construction and international trade emphasize how tariffs can increase construction...more

Ervin Cohen & Jessup LLP

Contemporaneous Onboarding Documents May Invalidate An Employer’s “Squeaky Clean” Arbitration Agreement

Cross Country Healthcare, Inc., a healthcare staffing company, believed that it had a “squeaky clean” Arbitration Agreement with its employees. ...more

Montgomery McCracken

Update to the Inter-Club Agreement

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The International Group of P&I Clubs (IG) has announced an amendment to the Inter-Club New York Produce Exchange Agreement 2011 (ICA). The ICA 2025 amendment will take effect on July 14, 2025 and represents only the fourth...more

Dorsey & Whitney LLP

ER and The Pitt-falls of a Frozen Rights Provision

Dorsey & Whitney LLP on

Michael Crichton, author, director, and visionary created works that resonate today like Jurassic Park, Twister, Westworld, and ER. Now, his estate is suing the production team and leading actor of the newly released medical...more

Falcon Rappaport & Berkman LLP

Delaware Chancery Court Narrows the Path for Enforceable Non-Competes: Lessons from North American Fire and Payscale

A notable trend has emerged in Delaware with respect to the enforceability of non-competes – while once considered a management-friendly jurisdiction, two recent decisions demonstrate a marked shift towards a closer scrutiny...more

Stoel Rives LLP

Understanding Contractual Remedies and Principles in Uncertain Times

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Since the Oval Office transition in January – and the rapid shifts in law, policy, and economic uncertainty that followed – my colleagues and I frequently field a variation of the same question: Is this a force majeure under...more

Nelson Mullins Riley & Scarborough LLP

The Cost of An Early Payday: Lessons from Tatis Jr.'s Advance Financing Agreement

In professional sports, financial windfalls often come after years of uncertainty and risk. Fernando Tatis Jr., the San Diego Padres right fielder, provides a striking example. Early in his minor league career, he accepted a...more

Morgan Lewis - Tech & Sourcing

Is Your Force Majeure Clause Tariff-ic?

Given the rapid, sweeping, and unpredictable changes in the tariff landscape, we return to the force majeure clause, a now-recurring theme following the COVID-19 pandemic and cyberattacks. Although, like many force majeure...more

DLA Piper

Contracting for Turbulent Times

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It's fair to say that recent years have been challenging for business. Numerous disruptive events have put pressure on global supply chains. And the nature of these events has been unpredictable and varied. The COVID-19...more

Pillsbury - Bid Protest Debrief

Trap for the Unwary: GAO Clarifies That Agency’s Misleading Statements Do Not Extend Protest Deadline

In SMS Data Products Group, Inc., B-423341, et al. (May 29, 2025​), SMS Data Products Group protested a task order award to Abacus Technology Corporation for intranet control support services. While the protest raised several...more

Latham & Watkins LLP

Can Lenders Stay in the Driver’s Seat? The Enforceability of Make-Whole Premiums in Bankruptcy

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Borrowers and lenders must both be aware of the risks relating to uncertainty regarding make-whole premiums in bankruptcy. The enforceability of “make-whole” premiums in bankruptcy has become a hotly contested issue in...more

Bradley Arant Boult Cummings LLP

Touching the Void: Newly Enacted Law Clarifies Texas’ “Home-Rule” Construction Statute

In addition to two other newly enacted Texas laws coming out of the most recent legislative session affecting the construction industry, Governor Greg Abbott also signed HB 2960, providing updates to Texas’ “home-rule”...more

Skadden, Arps, Slate, Meagher & Flom LLP

Navigating the Impact of the Trump Tariffs on Commercial Contracts

The evolving U.S. tariff regime under President Donald Trump has had and likely will continue to have profoundly impacts on commercial contracts. Commercial actors are evaluating their contractual commitments to determine the...more

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