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Contract Interpretation Breach of Contract

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

Freiberger Haber LLP

Consequential Damages: Are They Foreseeable?

Freiberger Haber LLP on

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

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

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

ArentFox Schiff

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

ArentFox Schiff on

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

Clark Hill PLC

Colorado court rules “Fees on Fees” recoverable in contractual disputes, breaking new ground on attorney fee awards

Clark Hill PLC on

On Aug. 6, the Colorado Court of Appeals recently addressed a question that had never been definitively answered in the state: whether a prevailing party can recover attorney fees incurred to enforce a contractual...more

Clark Hill PLC

BBP Holdco v. Brunswick: Delaware Superior Court reinforces M&A fair disclosure standards

Clark Hill PLC on

In BBP Holdco, Inc. v. Brunswick Corporation, decided July 14, the Delaware Superior Court delivered a resounding defense of the “fair disclosure” standard in M&A transactions. Judge Paul R. Wallace’s 45-page decision after...more

Husch Blackwell LLP

Supreme Judicial Court Limits Scope of Massachusetts Noncompetition Agreement

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The Massachusetts legislature passed the Massachusetts Noncompetition Agreement Act (MNAA) in 2018, culminating a longstanding effort to balance employers’ rights to protect legitimate business interests—such as trade...more

Sheppard Mullin Richter & Hampton LLP

Navigating Ambiguity in Consumer Protection Law: Insights from Bodenburg v. Apple

Plaintiff Lisa Bodenburg brought a putative class action against Defendant Apple Inc. after purchasing a 200 GB iCloud+ storage plan. She believed that by upgrading to the paid 200 GB plan, the 200 GB would add to the free 5...more

Bradley Arant Boult Cummings LLP

Consequential vs. Direct Damages

Many construction contracts include a provision that prohibits the parties from recovering “consequential” damages in the event of a breach. Sometimes parties will negotiate and agree to a waiver of consequential damages that...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

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

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

McGinnis Lochridge

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

McGinnis Lochridge on

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

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

Cooley LLP on

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

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

Zelle  LLP

Massachusetts Collapse Decision Highlights Importance of Careful Underwriting

Zelle LLP on

During the underwriting process, carriers should review affirmative coverages not only to ensure consistency with applicable exclusions but also to make sure that the coverages themselves are internally consistent. Failure to...more

Blake, Cassels & Graydon LLP

Limitation and Exclusion of Liability Clauses Under Quebec Law: Legal Guidance and Drafting Tips

The inclusion of limitation and exclusion of liability clauses in contracts entered into in Quebec requires an understanding of civil law and public order restrictions. Since the Supreme Court of Canada (SCC) ruling in...more

ArentFox Schiff

Don’t Take Your Forum Selection Clause for Granted

ArentFox Schiff on

It seems like every few months I hear about a situation where a company can’t enforce a forum selection clause as anticipated because of how it was drafted. Recently, an individual named Sidharth Lakhani fell victim to this...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds Private Equity Majority Owner Not Liable to Minority Investors Where LLC Agreement Waived Fiduciary...

In a recent decision, the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted by minority unitholders in connection with the acquisition of CityMD by VillageMD.  In Kahn, et al. v. Warburg Pincus, et...more

Freeman Law

Is it Really Over? Contract Provisions that Survive Termination and Why.

Freeman Law on

Just like many relationships, not all parts of a contract become things of the past when they expire or terminate. One way to ensure that a contractual right or duty applies post-termination is to specify that will it...more

Gray Reed

Two Words = Six Million Dollars: SCOTX Reverses Trial Court That Added Words to a Gas Transportation Agreement

Gray Reed on

In American Midstream (Alabama Intrastate), LLC v. Rainbow Energy Marketing Corporation, the Texas Supreme Court held that the trial court improperly inserted the words “scheduled” and “physical” into a contract. By...more

DarrowEverett LLP

The Business Value of Engaging a Litigator Before You Are In Court

DarrowEverett LLP on

The point when what began as a negotiation, or even a conversation, ripens into a full-blown lawsuit is rarely clear. Yet it is certainly clear that the courtroom is not where any of the parties to a once-promising business...more

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