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Bar Exam Toolbox Podcast Episode 298: Spotlight on Contracts (Part 2)
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Bar Exam Toolbox Podcast Episode 257: Listen and Learn -- Consideration (Contract Law)
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Navigating Power Allocation and Customer Choice in a Regulated Landscape - Energy Law Insights
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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
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
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
What is a right of first refusal clause in a real estate transaction? A right of first refusal, “ROFR,” may be considered a common clause seen in real estate agreements. But the effects of an ROFR can be quite harmful if...more
In the context of the tariffs imposed by the Trump Administration on imported goods, a prevalent misconception has arisen that foreign suppliers automatically bear the cost of these tariffs. The reality, however, is more...more
The question of enforceability of an offer to purchase real estate was addressed by the Massachusetts Appellate Court in McCarthy v. Young, 105 Mass. App. Ct. 203 (2025). In this case, the buyer offered to purchase real...more
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
Equine sales are on the upswing these days, and many believe we’re now in a seller’s market, with high prices and eager buyers. As a busy lawyer with over 35 years of experience, my phone rings frequently with calls from...more
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
The COVID-19 pandemic has caused severe disruption, distress and uncertainty for companies across almost every industry. While this initially resulted in a substantial slow-down in the M&A market, transactional activity is...more
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
• The most common post-sale dispute involves determining the working capital of the sold business. • In planning for the sale, the parties should agree on what is a normal working capital amount, as well as the elements of...more
Some of the most important terms in any contract for the sale of goods are the warranties that apply to the goods. In addition to any express warranties made by the seller, the law implies certain warranties in some...more
In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC, C.A. No. 12585-VCL (Del. Ch. Dec. 5, 2016), the Court of Chancery granted a buyer’s motion for judgment on the pleadings, holding that the plain...more