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Contract Terms Contract Interpretation

Bennett Jones LLP

Do You Need to Rush to Mediate? Ontario Court of Appeal Clarifies Interpretation of Multi-Step Dispute Resolution Clause

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Multi-step dispute resolution (MSDR) clauses introduce escalating stages of conflict resolution, which are aimed at promoting settlement prior to engaging in full scale litigation or arbitration. MSDR clauses typically...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Upholds Removal of Designated Director Following Amendment to Stockholders Agreement

On August 8, 2025 in Kim, et al. v. FemtoMetrix, Inc., the Delaware Court of Chancery permitted the amendment of a stockholders agreement without the consent of an adversely impacted investor, even though both the intent and...more

Mayer Brown

Contractual Clarity is Paramount in Offshore Construction Projects (Pharos v. KML)

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The High Court (TCC) recently handed down a notable decision in Pharos Offshore Group Ltd v Keynvor Morlift Ltd [2025] EWHC 1764 (TCC), emphasising the importance of contractual clarity in offshore construction projects. This...more

Pillsbury Winthrop Shaw Pittman LLP

Bankruptcy Court Holds That SAFE Investors May Have Creditor Claims in Chapter 11

In In re Rhodium Encore LLC, the U.S. Bankruptcy Court for the Southern District of Texas ruled that holders of SAFEs should be treated as creditors because they possess creditor claims, not merely equity interests. The...more

Wiley Rein LLP

Court Finds Class Action Lawsuits Regarding Rental Management Programs to Constitute “Related Claims”

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The United States District Court for the District of Montana, applying Montana law, has held that two class-action lawsuits regarding rental management agreements filed during different policy periods were “Related Claims”...more

Mayer Brown

Delaware Law Alert: What to Keep in Mind for Your Next Purchase Price Adjustment Provision

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Deal parties often opt to delegate purchase price adjustment (“PPA”) disputes to an accounting expert in the belief that such private proceedings will avoid the involvement of courts and related expenses. A recent Delaware...more

Littler

Executive Compensation – The Importance of Being Clear (Being Earnest May Not Be Relevant)

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Most executive compensation arrangements are in the form of contractual documents. Even a form deferred compensation plan (or “top hat” plan) providing deferred compensation for a select group of management or highly...more

Gray Reed

Texas Royalty Owner Bears Postproduction Costs on Gas Sold at the Wellhead

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City of Crowley v. TotalEnergies E&P USA, is a post-production cost (PPC) case with a predictable result. The Fort Worth Court of Appeals confirmed its reasoning in Shirlaine W. Props. Ltd. v. Jamestown Res., L.L.C from 2021,...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

Bracewell LLP

Shell v Venture Global: Commissioning a Dispute

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It has recently been announced that an arbitral tribunal has found in favour of Venture Global, Inc. in its dispute against Shell concerning whether the ’start date’ of a long-term liquefied natural gas (LNG) sale and...more

Tarter Krinsky & Drogin LLP

Consequential Damages: Contract Language Is Key

Judge Andrea Masley of the Supreme Court of New York County rendered a decision in Bldg 44 Developers LLC. v. The Pace Companies of New York LLC, which is highly significant in the area of construction law for two reasons:...more

Husch Blackwell LLP

California Supreme Court Tackles Federal Preemption Issues in Employment and Consumer Arbitrations

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On August 11, 2025, the California Supreme Court issued a decision in the matter of Dana Hohenshelt v. The Superior Court of Los Angeles, ruling that the Federal Arbitration Act (“FAA”) does not preempt the California...more

Womble Bond Dickinson

California Supreme Court Clarifies Arbitration Waiver Rule: Not as Draconian as It Seems

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The use of arbitration clauses in employment and consumer-related contracts is ubiquitous. California law requires companies facing employment and consumer claims in arbitration to pay arbitration fees and costs within 30...more

Clark Hill PLC

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

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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

Bradley Arant Boult Cummings LLP

Maryland’s Highest Court Corrects Insurer’s Overreach on Insurance Policy’s Assignment Clause

Insurance policies often incorporate assignment clauses, which require policyholders to obtain their insurers’ written consent before assigning their insurance policies to others. For example, the ISO Common Policy Conditions...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

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

Miller Canfield

Michigan Supreme Court - Contractually Shortened Period of Limitations in Employment Agreements May Need Another Look

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On July 31, 2025, in Tamika Rayford v American House Roseville, LLC d/b/a American House East I and American House, the Michigan Supreme Court held that boilerplate employment agreements that shorten the limitations period to...more

Potomac Law Group, PLLC

The Devil's in the Definitions

One of the big differences between how most non-lawyers read a contract, and how most experienced transactional lawyers read a contract, has to do with the definitions....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

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

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

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

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

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