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In Grains Boivins inc. v. Élevages St-Georges inc. (2025 QCCS 25), a decision dated January 10, 2025, the Superior Court handed down a decision reminding landlords that they must negotiate with tenants in good faith when...more
In the UAE, the common law legal principle of without prejudice is usually not applied in onshore courts. This legal concept, which is found in many legal systems, ensures that statements made during settlement discussions...more
Contracts are the bedrock of any successful relationship between business owners and their clients, vendors, and/or partners. They are legally binding agreements that clarify expectations, define responsibilities, and provide...more
A translation of this post will be available soon. Dans la décision Grains Boivins inc. c. Élevages St-Georges inc. (2025 QCCS 25), datée du 10 janvier 2025, la Cour supérieure a rendu une décision rappelant que le...more
Small business owners often wait for things to go wrong before consulting with attorneys. This is understandable. Consulting a lawyer can delay a transaction and nobody likes the added expense....more
Back to basics – Do you even have a contract? Generally, a contract will be formed when parties come to an agreement through offer/acceptance. This doesn’t typically create problems where there is a written agreement between...more
In 2177 23rd Avenue Holdings v. Pival International inc. (2025 QCCA 19) dated January 9, 2025, the Quebec Court of Appeal rendered an enlightening decision on the obligation of a landlord to negotiate the terms and conditions...more
While landlords prefer tenants with the strongest financial positions to sign leases, they may sometimes accept a “shell” entity — created solely to operate the business at the leased premises — provided that an upper-tier...more
On this week's OK at Work, Sarah Sawyer and Russell Berger discuss strategies for both the terms and usage of customer contracts. Listen to learn more....more
If you are involved in a dispute concerning a written, but unsigned, commercial or business contract, do not assume that the lack of signatures makes the agreement unenforceable....more
Construction contracts are essential in the construction industry, governing the relationships and responsibilities of all parties involved in a project. Whether you’re a contractor, subcontractor, or property owner,...more
The Delaware Court of Chancery has weighed in on a number of recent cases interpreting earnout provisions in transactional agreements. The Court has demonstrated a reluctance to rule against seller-plaintiffs during the...more
A franchisor may pursue claims for declaratory and injunctive relief for potential trademark infringement against a former prospective franchisee even though the prospect never actually used the marks in question. Grainier...more
A case pending in the Ninth Circuit Court of Appeals highlights the importance of negotiating the term of royalty payments in the license of Food and Drug Administration (FDA)-regulated products. This is particularly notable...more
California law has changed. The change now makes it easier for California litigants to sue their opponents for fraudulently breaching a contract. Lawyers who negotiate and draft agreements subject to California law should...more
When a company is in the process of pursuing a transaction involving the acquisition or merger of another company, one of the first negotiable documents encountered will likely be a non-disclosure or confidentiality agreement...more
Representations and warranties play a crucial role in business transactions and are commonly used in merger and acquisition agreements to allocate risk between sellers and buyers. Accurate representations and reliable...more
The transition to online shopping, interest rate increases, labor costs, maturing debt and rising inflation have collectively taken a significant toll on the retail industry, contributing to store closures and a growing...more
Misbehaving children? Blame the parents, right? Not so in the corporate context, at least according to Manhattan Commercial Division Justice Robert R. Reed in a recent decision, Memorial Sloan Kettering Cancer Ctr., v....more
On complex construction projects, there may be multiple contractors, subcontractors, vendors, suppliers, and sub-subcontractors working along side one another. With various entities working parallel there are substantial...more
A recent post-trial decision from Delaware regarding alleged breaches of representations and warranties in an asset purchase agreement is noteworthy. First, the decision highlights how buyers may not be able to rely on...more
Image a home buyer finally finds their dream house. There’s just one problem. During their home inspection, they discover the foundation is cracked. But they buy the house anyway, fully aware of the issues with the...more
A recent case (Last Bus Ltd (trading as Dublin Coach) v Dawsongroup Bus and Coach Ltd [2022]) has provided a useful reminder of the circumstances in which commercial parties may exclude statutory implied terms, as well as...more
Choice of law and forum provisions are standard clauses often buried in the back of a contract, easily overlooked and frequently ignored. Although these provisions do not typically come up unless there is a dispute between...more
Representations and warranties (R&W) insurance covers a breach of the reps and warranties contained in the purchase agreement governing a merger or acquisition. Since reps and warranties insurance policies are...more