News & Analysis as of

Contract Interpretation

Bennett Jones LLP

Do You Need to Rush to Mediate? Ontario Court of Appeal Clarifies Interpretation of Multi-Step Dispute Resolution Clause

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Multi-step dispute resolution (MSDR) clauses introduce escalating stages of conflict resolution, which are aimed at promoting settlement prior to engaging in full scale litigation or arbitration. MSDR clauses typically...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Upholds Removal of Designated Director Following Amendment to Stockholders Agreement

On August 8, 2025 in Kim, et al. v. FemtoMetrix, Inc., the Delaware Court of Chancery permitted the amendment of a stockholders agreement without the consent of an adversely impacted investor, even though both the intent and...more

Bradley Arant Boult Cummings LLP

Maryland High Court Ruling Clarifies Claim Assignment

A policyholder's ability to assign its rights to insurance proceeds can be an effective tool of risk mitigation. However, insurance policies often incorporate assignment clauses, which require policyholders to obtain their...more

Mayer Brown

Contractual Clarity is Paramount in Offshore Construction Projects (Pharos v. KML)

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The High Court (TCC) recently handed down a notable decision in Pharos Offshore Group Ltd v Keynvor Morlift Ltd [2025] EWHC 1764 (TCC), emphasising the importance of contractual clarity in offshore construction projects. This...more

Pillsbury Winthrop Shaw Pittman LLP

Bankruptcy Court Holds That SAFE Investors May Have Creditor Claims in Chapter 11

In In re Rhodium Encore LLC, the U.S. Bankruptcy Court for the Southern District of Texas ruled that holders of SAFEs should be treated as creditors because they possess creditor claims, not merely equity interests. The...more

Cooley LLP

Warranty Claims: Notification and Service Requirements Under the Microscope (Again)

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The English Court of Appeal has handed down an important judgment in Farley v. Paymaster (Equiniti) on when compensation may be claimed for nonmaterial damage (such as distress or anxiety) arising out of breaches of the...more

Wiley Rein LLP

Court Finds Class Action Lawsuits Regarding Rental Management Programs to Constitute “Related Claims”

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The United States District Court for the District of Montana, applying Montana law, has held that two class-action lawsuits regarding rental management agreements filed during different policy periods were “Related Claims”...more

Mayer Brown

Delaware Law Alert: What to Keep in Mind for Your Next Purchase Price Adjustment Provision

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Deal parties often opt to delegate purchase price adjustment (“PPA”) disputes to an accounting expert in the belief that such private proceedings will avoid the involvement of courts and related expenses. A recent Delaware...more

Farrell Fritz, P.C.

A Wolf in Sheep’s Clothing: Shareholder Agreement’s “Except as Otherwise Set Forth Herein” Hands Control of Famed Restaurant to...

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John’s of 12th Street in the East Village is one of Manhattan’s oldest and most storied red-sauce Italian restaurants. Founded in 1908, John’s hosted a speakeasy and was favored by gangsters during Prohibition. In 1922, it...more

Carlton Fields

Insurer Stripped of Coverage Defenses for Models’ Suit Against Insured Club

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Declining to find any of the insurer’s proffered exclusions applicable, a federal district court in Minnesota sided with the insured — a strip club that was sued for using models’ images without permission in its online...more

Littler

Executive Compensation – The Importance of Being Clear (Being Earnest May Not Be Relevant)

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Most executive compensation arrangements are in the form of contractual documents. Even a form deferred compensation plan (or “top hat” plan) providing deferred compensation for a select group of management or highly...more

Blake, Cassels & Graydon LLP

Cinq victoires récentes pour les employeurs : le vent tournerait-il en leur faveur?

Contrairement à la tendance axée sur les employés qui se dégage de la jurisprudence pour ce qui est de l’interprétation des contrats d’emploi et des ententes de rémunération, les tribunaux canadiens ont récemment rendu un...more

Kennedys

Delaware Supreme Court delivers split decision to insurers in 3M coverage row

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The Delaware Supreme Court’s 3-2 Aearo Technologies LLC Insurance Appeals decision on August 12, 2025 affirmed a lower court ruling that payment of defense costs by a non-insured did not count toward the insured’s...more

Freiberger Haber LLP

Consequential Damages: Are They Foreseeable?

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In BLDG 44 Developers LLC v. Pace Companies N.Y., LLC, 2025 N.Y. Slip Op 32881(U) (Sup. Ct., N.Y. County July 25, 2025) (here), BLDG 44 Developers LLC sued Pace Companies New York, LLC for breach of contract, seeking...more

Gray Reed

Texas Royalty Owner Bears Postproduction Costs on Gas Sold at the Wellhead

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City of Crowley v. TotalEnergies E&P USA, is a post-production cost (PPC) case with a predictable result. The Fort Worth Court of Appeals confirmed its reasoning in Shirlaine W. Props. Ltd. v. Jamestown Res., L.L.C from 2021,...more

Lasher Holzapfel Sperry & Ebberson PLLC

LEGALESE: Understanding Conditions Precedent in Seattle Commercial Contracts | Washington Business Law

Conditions precedent are critical provisions in commercial contracts that require specific events or actions to occur before contractual obligations become enforceable. These conditions serve as legal triggers, ensuring that...more

Bracewell LLP

Shell v Venture Global: Commissioning a Dispute

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It has recently been announced that an arbitral tribunal has found in favour of Venture Global, Inc. in its dispute against Shell concerning whether the ’start date’ of a long-term liquefied natural gas (LNG) sale and...more

Otten Johnson Robinson Neff + Ragonetti PC

Court of Appeals: Contractual Attorney Fees Provision Awards “Fees on Fees”

Colorado, like most states, follows the “American Rule,” which requires parties to a lawsuit to pay their own legal expenses. There is a significant exception though, if the parties agree, in a contract clause known as a...more

Maynard Nexsen

Alabama Supreme Court Appellate Alert: Decisions from August 22, 2025

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The Alabama Supreme Court issued its weekly release list on Friday, August 22, which included two opinions of interest to the Alabama business community...more

ArentFox Schiff

Federal Court Finds Provider/Payer Medicare Advantage Agreements Do Not Implicate Federal Question Jurisdiction

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A North Carolina federal court’s recent order granting remand in the case Nash Hospitals, Inc. v. UnitedHealthcare of North Carolina, Inc., et al., No. 5:25-CV-28-FL underscores the limits of federal question jurisdiction in...more

Tarter Krinsky & Drogin LLP

Consequential Damages: Contract Language Is Key

Judge Andrea Masley of the Supreme Court of New York County rendered a decision in Bldg 44 Developers LLC. v. The Pace Companies of New York LLC, which is highly significant in the area of construction law for two reasons:...more

Steptoe & Johnson PLLC

Is (Produced) Water… Water? The Texas Supreme Court’s Ruling on the Rights of Produced Water

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On June 27, the Supreme Court of Texas issued its long-awaited ruling in Cactus Water Services, LLC v. COG Operating, LLC addressing the ownership of produced water under an oil and gas conveyance. In Cactus Water, the Court...more

Goodwin

Delaware Court of Chancery Upholds Voting Agreement Amendment That Applied “In the Same Fashion” to All Stockholders

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On August 8, 2025, the Delaware Court of Chancery dismissed an action in which a stockholder challenged an amendment to a FemtoMetrix Inc. voting agreement as invalid because the amendment allegedly did not apply “in the same...more

Husch Blackwell LLP

California Supreme Court Tackles Federal Preemption Issues in Employment and Consumer Arbitrations

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On August 11, 2025, the California Supreme Court issued a decision in the matter of Dana Hohenshelt v. The Superior Court of Los Angeles, ruling that the Federal Arbitration Act (“FAA”) does not preempt the California...more

Cozen O'Connor

Court Interprets “Completion” of a Project Under Builder’s Risk Insurance

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In Luke, Inc. v. Berkley National Insurance Company, 2025 WL 2210783 (W.D. Tenn. 2025), the United States District Court for the Western District of Tennessee determined that the “completion” of a construction project for...more

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