News & Analysis as of

Contract Terms Choice-of-Law

Ogletree, Deakins, Nash, Smoak & Stewart,...

BC Court of Appeal Affirms Arbitration and Choice-of-Law Provisions in Incentive Plan

The British Columbia Court of Appeal’s decision in Aspen Technology, Inc. v. Wiederhold, 2025 BCCA 261, provides significant guidance on the enforceability of arbitration clauses embedded in employment incentive plans. ...more

Kilpatrick

Important Legal Development: Illinois Severance Agreements

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Illinois employers should promptly review their employment and separation agreements to ensure compliance with recent amendments to the Illinois Workplace Transparency Act (the “Act”)....more

Harris Beach Murtha PLLC

Second Circuit Limits Jurisdiction to Review Challenges to Arbitration Awards

The United States Court of Appeals for the Second Circuit recently weighed in on the proper role of American federal courts in adjudicating the validity of arbitration awards made in foreign countries. In Molecular Dynamics,...more

Hicks Johnson

What Every In-House Counsel Should Know About Negotiating ERP Implementation Contracts: A Litigator's Perspective

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Business is built on the back of technology. As business organizations become more sophisticated in their operations, so too do their information technology systems. To match the growing scope and complexity of business...more

WilmerHale

Post-Mortem on the FTC’s Blocked Non-Compete Rule

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In August 2024, a Texas federal court struck down a broad Federal Trade Commission (FTC) rule that would have banned the vast majority of employee non-competition agreements. ...more

Fox Rothschild LLP

The Million Dollar ChatGPT Mistake

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I’m still haunted by the call that started my morning early Thursday. A new client needed help with the termination of an executive, immediately. Now, my spidey senses perk up whenever a client calls with a same-day...more

Mayer Brown

High Court Provides Welcome Clarity on English Jurisdiction Clause in 1992 ISDA Master Agreement

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INTRODUCTION - In its recent judgment in Dexia SA v Comune di Torino [2025] EWHC 1903 (Comm), the English High Court provided welcome clarity on the construction of the English jurisdiction clause in an English law 1992...more

IR Global

When (and why) arbitration might be the better option

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Clients often ask why, in some commercial contracts, their lawyers recommend that disputes are handled through the courts but, in others, they recommend arbitration. Sometimes it comes down to a question of judgement, but...more

Mayer Brown

Germany’s Highest Court Upholds Validity of Arbitration Agreement which Excludes German T&C Law

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In an important decision this year (I ZB 48/24), the German Federal Court of Justice confirmed that parties can agree to exclude the application of German law on general terms and conditions in their arbitration agreements...more

Mayer Brown

French Court Rejects Attempt to Use Civil Code to Usurp Brussels Recast Principles on Jurisdiction

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In a decision issued on 2 April 2025, the French Cour de Cassation considered the validity of a jurisdiction clause under Article 25(1) of the Brussels Recast1. The French court rejected an attempt to invoke French national...more

Cadwalader, Wickersham & Taft LLP

The FoHF Financing Playbook, May 2025 - EU Jurisdictional-Clause Gymnastics – The Enforceability of Asymmetric Jurisdiction...

A recent decision of the Court of Justice of the European Union (the EU’s highest court) has clarified some of its views on ‘asymmetric jurisdiction clauses’. An asymmetric jurisdiction clause is one that allows one party...more

Jones Day

CJEU Ruling on Asymmetric Jurisdiction Clause Validity—Towards (un)Certainty?

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The Court of Justice of the European Union ("CJEU") recently issued an important ruling in the case of Società Italiana Lastre SpA (SIL) v. Agora SARL (C-537/23). The decision addresses the validity criteria of asymmetric...more

Vinson & Elkins LLP

Guide to Arbitral Institutions and the Seat of Arbitration in France

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When parties plan to resolve disputes by arbitration, there are several key considerations regarding procedure. In the fourth of a multi-part series, we look at two key features to consider when drafting (and applying) your...more

Maynard Nexsen

Can ERISA Plans Avoid California Insurance Code Section 10110.6 with Choice-of-Law Provisions?

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The Ninth Circuit is considering the enforceability of a choice of law provision in an ERISA plan in William White v. Guardian Life Insurance Company, et al., Case No. 24-2681, appeal pending from the United States District...more

Troutman Pepper Locke

Fourth Circuit Finds Unilateral Change-in-Terms Provision Rendered the Arbitration Agreement Illusory Under Maryland Law

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On March 11, the U.S. Court of Appeals for the Fourth Circuit affirmed the district court’s denial of a motion to compel arbitration in two class-action lawsuits. The decision potentially has far-reaching implications for the...more

Robinson+Cole Construction Law Zone

Under New York Law a Recourse Provision Bars Most Claims Except for Fraud

In Iberdrola Energy Projects v. Oaktree Capital Management L.P., 231 A.D.3d 33, 216 N.Y.S.3d 124, the Appellate Division for the First Department ruled that a nonrecourse provision in a contract barred a plaintiff’s causes of...more

Seyfarth Shaw LLP

Key Breakthroughs in the Choice of Governing Law in Guangdong–Hong Kong–Macao Greater Bay Area

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On February 13th 2025, Supreme People’s Court of The People’s Republic of China (“PRC”) issued the Reply on Validity of Agreements by Hong Kong and Macao-Invested Enterprises Registered in Mainland Cities of the...more

Lathrop GPM

Wisconsin Federal Court Transfers Venue to Indiana Notwithstanding Forum Selection Clause

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A federal court in Wisconsin recently transferred a franchisor’s breach of contract lawsuit to Indiana, the location of the franchisee, even though the parties’ supply agreement contained a Wisconsin forum selection clause....more

Lathrop GPM

California Federal Court Grants Remediation Franchisor’s Motion to Stay Proceedings

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A federal court in California recently granted Ringside Development Company’s motion to stay a franchisee-initiated lawsuit pending resolution through alternative dispute resolution. Jameson v. Ringside Development Company,...more

Baker Botts L.L.P.

Don't Get Caught Out: When English Limitation Periods Can Trump Your Contract's Governing Law

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The High Court’s recent decision in Djanogly v. Djanogly [2025] EWHC 61 (Ch) is a rare example of a successful challenge to an arbitration award under s.68 of the Arbitration Act 1996. It also highlights a feature of...more

Lathrop GPM

California Federal Court Grants Franchisor’s Motion to Compel Arbitration but Finds Forum Selection and Choice of Law Clauses...

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A federal court in California recently granted franchisor Spiffy Franchising, LLC’s motion to compel arbitration of a franchisee’s claims, but found the North Carolina forum selection and choice of law provisions in the...more

Seyfarth Shaw LLP

50 State Desktop Reference - What Businesses Need to Know about Non-Competes and Trade Secrets Law - 2024

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As we navigate a rapidly evolving business and legal landscape, Seyfarth proudly presents the latest edition of our flagship publication, the 50-State Non-Compete Desktop Reference. Crafted with precision by our nationally...more

Saul Ewing LLP

First Circuit Says Massachusetts Non-Compete Agreement Enforceable in California Despite State’s Ban

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Last month, in DraftKings Inc. v. Hermalyn, the First Circuit Court of Appeals issued a decision concerning the application of California’s non-compete ban to agreements formed outside the state. Broadly, the decision...more

Morgan Lewis

Applicability of the UN Sales Convention in International Commercial Transactions

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In the case of cross-border sales contracts for goods, it often happens that the contracting parties do not expressly stipulate (in writing) the law applicable to the contract or that the choice of law has not been made...more

WilmerHale

Beating the Odds: First Circuit Doubles Down on Massachusetts Decision Enforcing Noncompete Against Sports Betting Executive Newly...

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Against a growing trend of legislation and broader efforts seeking to limit or eliminate post-employment noncompetition restrictions, recent Massachusetts and First Circuit decisions in a dispute between DraftKings and one of...more

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