News & Analysis as of

Contract Terms Appeals Breach of Contract

Gray Reed

Texas Supreme Court Decides Who Must Produce to Maintain an Oil and Gas Lease

Gray Reed on

In Cromwell v. Anadarko E & P Onshore LLC the Supreme Court of Texas did what it so often does: In order to provide “legal certainty and predictability”, the Court considered the plain language of a contract in order to...more

Mayer Brown

Serta and Mitel: The Latest Major Court Decisions on Uptier Transactions

Mayer Brown on

Summary: On December 31, 2024, two major appellate court decisions addressed the legality of uptier financing transactions—one involving Serta Simmons Bedding (“Serta”) and the other Mitel Networks Corporation (“Mitel”). Both...more

Cadwalader, Wickersham & Taft LLP

Court of Appeals Upholds Contract Merger Clause

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the...more

BCLP

Third Party Rights - Welcome Guidance from the High Court

BCLP on

There is a “a dearth of case law” on s1(1) of the Contracts (Rights of Third Parties) Act 1999 (Act), as observed by Lenon KC, the judge in the case of HNW Lending Ltd v Lawrence [2025] EWHC 908 (Ch). Whilst an accurate...more

Mayer Brown

Legal Developments in Construction Law: May 2025

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1. ABSENCE OF NOVATION SINKS ADJUDICATION AWARD AGAINST ASSIGNEE - A contractor obtained an adjudication award against an assignee of its employer, which had gone into administration.  But was that assignee the correct...more

Carlton Fields

Fifth Circuit Reverses Decision Denying Motion to Compel International Arbitration

Carlton Fields on

The Fifth Circuit Court of Appeals recently reversed a district court’s denial of a motion to compel arbitration, concluding that the contract between the parties evinced an intent to arbitrate even if the purported arbitral...more

McGinnis Lochridge

All Depths or Just One Formation? Court Clarifies Royalty Conveyance in Rock River v. Pioneer

McGinnis Lochridge on

This recent case (Rock River Minerals, LP v. Pioneer Nat. Res. USA Inc., No. 08-23-00216-CV, 2024 WL 4528917 [Tex. App.—El Paso Oct. 18, 2024, no pet. h.]) explored whether an assignment of an overriding royalty interest,...more

Blake, Cassels & Graydon LLP

From Court to Contract: Navigating Recent Supreme Court and Appellate Decisions

Recent Canadian case law is reshaping how legal drafters should approach contractual clauses. Key decisions, including rulings from the Supreme Court of Canada and appellate courts in British Columbia, Alberta, Ontario and...more

Baker Botts L.L.P.

Seeking Royalties Beyond Patent Expiration: A Refreshed Look at Patent Misuse

Baker Botts L.L.P. on

Key Takeaway: A recent Ninth Circuit decision in C.R. Bard v. Atrium reinforces the long-standing Brulotte rule against post-expiration patent royalties but clarifies that courts should assess this strictly as a legal...more

Dickinson Wright

Start the Clock—The Case for Including Contractual Limitations Periods in Employment Agreements

Dickinson Wright on

Contractual limitations periods provide parties on both sides of an agreement certainty regarding the filing of a potential action. But many employers do not know that they may include such contractual limitations periods in...more

Latham & Watkins LLP

All’s Well That Ends Well for Keepwell Providers?

Latham & Watkins LLP on

No loss to issuers puts note trustees in the spotlight. The Hong Kong Court of Final Appeal (CFA) has overturned the Court of Appeal’s order that Peking University Founder Group Company Limited (PUFG), as the keepwell...more

BCLP

Does “Back to Back” Mean “Pay When Paid” in Construction Contracts?

BCLP on

In Sze Fung Engineering Limited v Trevi Construction Company Limited [2025] HKCA 278, the Hong Kong Court of Appeal (“CA”) ruled that the “back to back” wording in that case was not a “pay when paid” clause, but governed only...more

Jenner & Block

Delaware Supreme Court Reaffirms Reluctance to Blue-Pencil Overbroad Restrictive Covenants in Sunder v. Jackson

Jenner & Block on

The Delaware Supreme Court’s decision in Sunder Energy, LLV v. Jackson, No. 455, 2023, 2024 Del. LEXIS 407 (December 10, 2024) reaffirmed the courts’ limited willingness to modify or “blue-pencil” overbroad restrictive...more

McGinnis Lochridge

Tackling Free-Use and At-The-Well Royalties

McGinnis Lochridge on

This lease royalty case involved a dispute over whether the lessee was permitted to deduct volumes of gas used off the premises to power post-production activities on other gas produced from the same well. Carl v. Hilcorp...more

Wiley Rein LLP

Fifth Circuit Holds Carve-Back Provision Could Not Overcome Breach of Contract Exclusion for Louisiana Wage Payment Act Claim

Wiley Rein LLP on

The United States Court of Appeals for the Fifth Circuit, applying Louisiana law, has held that a breach of contract exclusion barred coverage for a judgment awarded to two employees who were not paid severance as required...more

Fuerst Ittleman David & Joseph

Subrogees Beware—You Can Be Compelled to Arbitrate as Third-Party Beneficiaries to an Arbitration Agreement

Cases requiring non-signatories to an arbitration agreement to arbitrate are not uncommon. Cases compelling subrogees to arbitrate, not because of an insurance policy but because of another contract, are less common. In...more

A&O Shearman

DBS, delay and decoding conditions precedent

A&O Shearman on

The Court of Appeal has dismissed a claim by the UK Home Office's Disclosure and Barring Service for over GBP1.5 million worth of delay payments against its IT supplier Tata. The contract contained a condition precedent to...more

Gray Reed

Marcel Exception to Louisiana Oilfield Anti-Indemnity Act Clarified

Gray Reed on

An understanding of Willis v. Barry Graham Oil Service LLC requires knowledge of two principles underlying the Louisiana Anti-Oilfield Indemnity Act: The LOAIA bars an oilfield agreement to the extent that the agreement...more

Stark & Stark

A Day Late and a Dollar Short: A Mortgagee’s Obligations and Best Practices Upon Receipt of Short Loan Payoff Funds

Stark & Stark on

In the ever-evolving world of mortgage lending, a scenario often arises where a borrower refinances their existing mortgage with a new lender, but the payoff funds tendered by the new lender are less than the full amount...more

A&O Shearman

Earnout submissions challenged

A&O Shearman on

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

Marshall Dennehey

Fourth District Court of Appeal: Noncompliance with Post-Loss Requirements Is a Contract Breach, No Prejudice to Insurer Needed

Marshall Dennehey on

Alton Forbes v. People’s Trust Ins. Co., Fla. 4th DCA, No. 4D2023-2375, January 8, 2025 - The Fourth District Court of Appeals ruled that the final judgment against the appellant stands because the appellant failed to comply...more

McGinnis Lochridge

Who Can Enforce Surface Provisions in an OGL?

McGinnis Lochridge on

Unitex WI, LLC v. CT Land & Cattle Co., LLC, No. 07-23-00390-CV, 2024 WL 3249338 (Tex. App.—Amarillo June 28, 2024, pet. filed)...more

Warner Norcross + Judd

Federal Trial Court Rules That Standard Stellantis Contract Terms Do Not Create an Enforceable Requirements Contract

Warner Norcross + Judd on

Automotive contract law keeps evolving, and suppliers will need to continuously assess how these changes will impact them. As we previously reported, last summer, the United States Court of Appeals for the Sixth Circuit...more

McGinnis Lochridge

Winter Storm Uri and Force Majeure: The Legal Battles Continue

McGinnis Lochridge on

Winter Storm Uri sent shockwaves through Texas, freezing gas supplies at a time of critical need and plunging the state into widespread power outages. In the aftermath, the courts have been flooded with force majeure claims,...more

Marshall Dennehey

Court Reverses Summary Judgment, Finding Insurer Failed to Prove Policy Exclusion

Marshall Dennehey on

Ronald and Lovelie Belizaire v. Citizens Prop. Ins. Corp., Fla. 4th DCA, No. 4D2023-2488, February 12, 2025 - The Fourth District Court of Appeal reversed the trial court’s order granting summary judgment in favor of the...more

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