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Contract Terms Contract Interpretation

DarrowEverett LLP

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

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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

Gray Reed

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

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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

Bradley Arant Boult Cummings LLP

Whose Terms Govern? An Introduction to the Battle of the Forms

For construction lawyers, the Battle of the Forms presents a familiar fact pattern. A material supplier/seller provides a potential buyer with a price quote along with its standard terms. The buyer, usually a contractor or...more

Houston Harbaugh, P.C.

Sixth Circuit Rules That Driller Must Establish Marketability of Each Gas Product Under Market Enhancement Clause

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Let’s assume you own 105 acres in Greene County, Pennsylvania. In 2020, you signed an oil and gas lease with ABC Exploration. During the negotiations, you agreed that only those post-production costs which actually...more

Perkins Coie

California Supreme Court Upholds Reduced Rent Remedies in Cotenancy Clauses

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Key Takeaways - - In JJD-HOV Elk Grove, LLC v. Jo-Ann Stores, LLC, the Supreme Court of California upheld the validity of a cotenancy provision in a retail lease, affirming that in certain instances where clauses are drafted...more

Akerman LLP

Tariff Troubles: Analyzing Construction Contracts in the Current Market

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2025 brought with it many new tariffs, and those tariffs seem to be changing on a near-daily basis. Given this, many in the real estate industry are understandably apprehensive about beginning new projects. Many more are...more

Bradley Arant Boult Cummings LLP

Does “Indemnify” = “Hold Harmless”?

Does this sound familiar? Nearly every construction contract contains an indemnification provision with some variation of these terms. And if you have ever negotiated a construction contract, you know that indemnification...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

McGinnis Lochridge

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

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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

Ervin Cohen & Jessup LLP

The Importance of Having an Up-To-Date Employment Arbitration Agreement

Until the United States Supreme Court’s decision in Viking River Cruises v. Moriana in 2022, California law had established that Private Attorneys General Act (“PAGA”) claims could not be subject to binding arbitration....more

McGinnis Lochridge

Affirmative Defenses Are Insufficient to Rebut the Van Dyke Presumption

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Under Van Dyke, deeds with double-fraction royalty reservations referencing “1/8” are presumed to reserve a floating royalty interest unless clearly contradicted. Defenses like waiver, ratification, and limitations cannot...more

Gray Reed

Geophysicist’s Claims Turn on Definitions

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Sewak v. Sutherland Energy Co. Ltd. is of interest for how the court defined terms commonly used in consulting contracts in the oil and gas industry, and how difficult it is to foresee all contingencies when negotiating a...more

BCLP

"Battle of the Forms” in the Hong Kong Construction Industry

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What lawyers call a “battle of the forms” occurs when two parties, negotiating a contract, exchange conflicting standard terms during the contract negotiation and formation. This leads to the obvious and not uncommon dilemma:...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

McGinnis Lochridge

Tackling Free-Use and At-The-Well Royalties

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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

BCLP

Shifting Contractual Risks and Managing Electronic Contracts

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In this Insight, Shy Jackson takes a look at the decision of John Sisk and Son Limited v Capital & Centric (Rose) Limited [2025] EWHC 594 (TCC) where the court had to grapple with interpreting a contract which was kept on a...more

A&O Shearman

DBS, delay and decoding conditions precedent

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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

Mayer Brown

Understanding How ‘Course of Performance’ Principles Impact Financings

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EXECUTIVE SUMMARY - When contract language is ambiguous and the court is tasked with finding the intended meaning, interpretation principles – such as “course of performance” – may be used. But did you know this principle...more

Blake, Cassels & Graydon LLP

British Columbia and Ontario: Two Diverging Approaches to Interpreting Termination Provisions

Overview - Employers increasingly face challenges regarding whether termination provisions in their employment agreements will be determined to be enforceable if challenged in court. As we continue to see increasing court...more

A&O Shearman

Disputes 101 - Boilerplate provisions and how not to get scalded

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In the fourth and final post on our series on Disputes 101 we look at boilerplate provisions on: entire agreements, non-reliance, oral variation (aka oral modification) and waiver. Entire agreement and non-reliance - Entire...more

Davis Wright Tremaine LLP

Armed Services Board of Contract Appeals Restrictively Interprets Standard Government Release Language

The ASBCA restrictively interpreted standard release language in a government modification. In the Sauer Construction case, ambiguous release language couldn't bar a remediation claim, highlighting the need for clear...more

JAMS

The Complexities of Construction Dispute Resolution, Part I: Statutory Adjudication

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While disputes can occur in any type of commercial transaction, construction contains a unique mix of “ingredients” that increase the likelihood that disputes will arise. Whereas most commercial transactions involve only a...more

Snell & Wilmer

Recent Colorado Appeals Court Decision Provides Further Guidance on the Colorado Economic Loss Rule Doctrine

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In the recent decision of Veolia Water Tech., Inc. v. Antero Treatment LLC, 2024 COA 126 (Colo. App. 2024), the Colorado Court of Appeals addressed the “murky” application of the economic loss rule to the intentional tort of...more

Husch Blackwell LLP

California Supreme Court Decides Cotenancy Provisions Are Here to Stay

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On December 19, 2024, the Supreme Court of California passed down a unanimous decision in a lawsuit closely watched by commercial real estate landlords and retail tenants that involved the validity of so-called cotenancy...more

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