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Contract Interpretation

Phelps Dunbar

Who, Me?

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A surety asserting an indemnity claim in federal court in Georgia sought recovery against indemnitors involved with a joint venture put together to bid on construction projects requiring surety bonds....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

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

Bennett Jones LLP

Ontario Court Confirms Temporary Lay-Off Clause Is Distinct From Termination Clause

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In Taylor v Salytics Inc., 2025 ONSC 3461 (Taylor), the Ontario Superior Court of Justice emphasized the importance of a substance-over-form analysis in the interpretation of employment agreements, concluding that a temporary...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

Wiley Rein LLP

Louisiana Appellate Court Enforces Bodily Injury Exclusion in an Errors and Omissions Policy

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The Court of Appeal of Louisiana, Third Circuit, has held that a bodily injury exclusion in a carrier’s errors and omissions policies barred coverage for a third-party claim by another carrier and a third-party demand by an...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

McGinnis Lochridge

26-Step Mechanical Framework For Interpreting Deeds? Texas courts reject "mechanical" deed interpretation while creating a 28-step...

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The El Paso Court of Appeals recently published an opinion that provides what might be characterized as 26-step step system for analyzing a deed that (perhaps inadvertently) highlights a growing irony in Texas jurisprudence....more

Mayer Brown

Service Charge Obligations Do Not Include a Duty to Pay Inflated Insurance Commissions (Updated)

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This reverberations from London Trocadero (2015) LLP v Picturehouse Cinemas Limited  [2025] EWHC 1247 (Ch) will be felt throughout the commercial property industry, and we predict it will contribute to a much needed...more

BCLP

JCT Target Cost Contract, 2024 Edition: First Impressions

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In this Insight, first published in PLC, Partner Shy Jackson considers the JCT's Target Cost Contract, 2024 Edition (TCC 2024), a new addition to its 2024 Edition contract suite that reflects the wider industry trend towards...more

Bennett Jones LLP

Bennett Jones Acts for CPKC in Setting Aside "Extraordinary" C$228 Million Award on Commercial Land Deal

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On July 2, 2025, the Court of Appeal of Alberta set aside a C$228 million judgment against Canadian Pacific Kansas City Limited (CPKC) and the Province of Alberta (the Province), arising from a failed real estate transaction....more

Fenwick & West LLP

Key Federal Circuit Patent Rulings Impacting Your Business…

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In EcoFactor, Inc. v. Google LLC, the en banc United States Court of Appeals for the Federal Circuit reversed a district court’s denial of a new trial on damages because EcoFactor’s expert’s opinion was unreliable under Fed....more

Gray Reed

Ambiguity Frees Louisiana Royalty Owner From Post-Production Costs

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In Franklin v. Regions Bank the Fifth Circuit concluded that a royalty clause in a mineral lease resulted in a gross proceeds royalty; the royalty owners did not bear their proportionate share of post-production costs. Read...more

Fox Rothschild LLP

When a Prenuptial Agreement Says “Waiving All Rights”, It Really Does Mean Waiving All Rights

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Too often, litigants (and sometimes attorneys) treat prenuptial agreements as documents that either don’t have to be followed and/or should be attacked as a matter of course to try to get the party who entitlements are...more

Hudnell Law Group

Federal Circuit Enforces Gatekeeping Role in Patent Damages Testimony

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On May 21, 2025, the United States Court of Appeals for the Federal Circuit, sitting en banc, reversed a $20 million damages award against Google LLC in a patent infringement dispute with EcoFactor, Inc. EcoFactor, Inc. v....more

McGinnis Lochridge

Plain Language Meets Common Sense: Hidden Traps in Oil Patch Contract Interpretation

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What happens when a court reads your contract literally for one issue but decides what 'makes sense' for another? A geophysicist just found out. In early April 2025, the Amarillo Court of Appeals reversed in part and...more

Morgan Lewis - Tech & Sourcing

Law and Orders: Aligning Standard Ordering Documents with Corresponding Template Agreements

Commercial contracts are typically represented by two separate, yet equally important, components: the master agreement that contains primarily legal terms, and the ordering documentation that contains primarily commercial...more

Bradley Arant Boult Cummings LLP

The Predominant Factor Test: Determining Whether the UCC or Common Law Applies to Mixed Contracts for Goods and Services

Construction law in the United States consists of two main bodies of legal rules. The first, federal law, applies to contracts involving the U.S. government and its agencies. The second, state law, applies to pretty much...more

K&L Gates LLP

Landlords Compelled to Hand Over Insurance Commissions to Tenants

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Summary - The English High Court has ruled in the case of London Trocadero (2015) LLP v Picturehouse Cinemas Ltd and others,1 that a landlord responsible for insuring leased premises cannot charge tenants for landlord...more

Mayer Brown

Service Charge Obligations Do Not Include a Duty to Pay Inflated Insurance Commissions

Mayer Brown on

The reverberations from London Trocadero (2015) LLP v Picturehouse Cinemas Limited  [2025] EWHC 1247 (Ch) will be felt throughout the commercial property industry, and we predict it will contribute to a much needed...more

A&O Shearman

When life gives you oranges, try to find an implied term

A&O Shearman on

The court implied a term into a contract for the supply of orange pulp that, in the absence of agreement between the parties, the price was to be fixed at a reasonable or market price. ...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

PilieroMazza PLLC

Top 10 Killer Construction Contract Clauses, Part 2: Pay-If-Paid and Pay-When-Paid

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In the world of construction, it is essential for both prime contractors and lower-tier subcontractors to carefully manage financial risk when negotiating subcontract agreements. While a party’s ability to distinguish and...more

Bradley Arant Boult Cummings LLP

Beware Misuse of Related-Claims Deemer Clauses in Claims-Made Policies

The hallmark of a claims-made liability policy is coverage exclusively for claims “first made” during the policy period, thus limiting the insurer’s risk to new claims asserted against the policyholder during a finite time...more

Sands Anderson PC

Wild Doctrines Can’t Be Broken: Why the Virginia Supreme Court Reined in Adequate Assurance

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In a May 2025 decision, Under Wild Skies, Inc. v. National Rifle Association of America, the Supreme Court of Virginia declined to incorporate the doctrine of “adequate assurance” (Restatement (Second) of Contracts § 251)...more

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