News & Analysis as of

Contract Terms Liability

Vorys, Sater, Seymour and Pease LLP

Ohio Supreme Court Ruling Clarifies Whether Banks Owe a Duty to Loan Guarantors

The Ohio Supreme Court overturned the First Appellate District’s ruling in Huntington National Bank v. Schneider (Case No. 2024-0208), clarifying when banks must disclose material information to loan guarantors. In a case...more

Morris James LLP

Chancery Holds Acquirer Cannot Offset Cost Savings from Failure to Enter Settlement Agreement Against Indemnification Damages

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ITG Brands, LLC v. Reynolds Am., Inc., C.A. No. 2017-0129-LWW (Del. Ch. Mar. 3, 2025) - In this case, the Delaware Court of Chancery had previously held that, under the parties’ acquisition agreement, the...more

Morris, Manning & Martin, LLP

Do you know what your AI is doing?

Imagine signing off on an update to your customer support portal and later discovering that an AI agent the development team added to the portal has been quietly sending snippets of support tickets to an unsecured LLM for...more

Orrick, Herrington & Sutcliffe LLP

AI Use: What Should We Keep in Mind When Using AI Tools?

This update is part of our AI FAQ Series. Learn more at our AI Law Center. What questions should I ask before using an AI tool? There are a number of questions that should be considered before using an AI tool, including: (1)...more

Morgan Lewis - Tech & Sourcing

From Checkout to Crisis – Subcontractor Risk in Retail Contracts

Today’s retail operations depend on far more than the products on store shelves or the design of an ecommerce site. Behind the scenes, a fulfilment provider may rely on regional couriers, a payment processor on a cloud host,...more

Smith Debnam Narron Drake Saintsing & Myers,...

Navigating AI-Driven Transformations in Equipment Leasing and Financing for the Transportation Sector

The rapid integration of artificial intelligence (AI) across industries is reshaping how businesses operate, particularly within the transportation sector. One area seeing significant transformation is equipment leasing and...more

Blake, Cassels & Graydon LLP

Responsabilité liée aux données dans les contrats relatifs aux technologies : aperçu des tendances récentes

L’attribution de la responsabilité dans les contrats relatifs aux technologies en cas d’atteintes à la protection des données est une préoccupation croissante pour les entreprises canadiennes. Récemment, Blakes a publié la...more

BakerHostetler

Ski Lift-Ticket Waivers Enforceability

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BakerHostetler’s Hospitality team has developed two easy-to-use reference guides: The Ski Lift-Ticket Waiver Enforceability Chart and the Best Practices Checklist that outline the enforceability of ski lift-ticket waivers...more

Lathrop GPM

Liability Considerations for Developers and Users of Agentic AI Systems

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What Are Agentic AI Systems? Agentic AI systems are artificial intelligence technologies that: ..Operate autonomously, ..Adapt to changing environments, and ..Execute multi-step tasks based on user input or...more

Blake, Cassels & Graydon LLP

Data Liability in Technology Contracts: Insights from Recent Trends

Allocating liability for data breaches in technology contracts is a growing concern for Canadian businesses. Blakes recently launched the first edition of the Canadian Data Liability Study, which identifies and analyzes...more

Morris James LLP

Chancery Enforces Liability Waiver Provision in Limited Partnership Agreement, Dismisses Claims Against Limited Partners

Morris James LLP on

AG Mobile Holdings, L.P. v. H.I.G. Mobile, L.P., C.A. No. 2023-1103-MAA (Del. Ch. Feb. 13, 2025) - In this recent decision, the Court of Chancery reaffirmed that parties to alternative entity agreements are free to order...more

Jackson Walker

Fair Notice Drafting: Indemnity Clauses that Stand Up in Texas Courts

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Imagine a customer slips and falls inside a tenant’s leased space. The injured party alleges that the fall was caused by water leaking from the building’s sprinkler system. Although no fault has been determined, the claim...more

Cooley LLP

How to Win a ‘Battle of Forms’? Avoid Them!

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The recent High Court decision in Volac International Limited v. IEP Technologies Limited[1] should serve as a reminder to contracting parties to ensure they have effective procedures in place to avoid a ‘battle of forms’ as...more

Felicello Law PC

Congratulations On Your New Role: Here’s How to Protect Yourself Legally

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If you have recently obtained a new position in the C-Suite, you are aware that the new position brings prestige, authority, and opportunity. But you may not be aware that as an officer of a company, you have also increased...more

Hogan Lovells

Sudden breach of a contract and liability: key takeaways from the Altarea’s court decision (TAE Feb. 4, 2025, no. J2024000206)

Hogan Lovells on

A out of the ordinary case: a breach of contract for the sale of a business (rather than the breakdown of negotiations), and more specifically for the transfer of control of the Primonial Group. Back in March 2022, the...more

Foley & Lardner LLP

AI Contracts in Health Care: Avoiding the Data Dumpster Fire

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For AI companies in the health care space, data is everything. It fuels model performance, drives product differentiation, and can make or break scalability. Yet too often, data rights are vaguely defined or completely...more

Lathrop GPM

Top 5 Issues in Commercial Contracts: A Guide to Protecting Your Business

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Commercial contracts are a foundational element of any business. Whether you’re a startup, a well-established company, or somewhere in between, these agreements set the stage for how business will be conducted, outline roles...more

Goulston & Storrs PC

Rethinking Liability Management in Club Deals and Direct Lending: Lessons from the Fifth Circuit’s Serta Ruling and Beyond

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On December 31, 2024, the Fifth Circuit Court of Appeals (the “Court”) struck down the controversial 2020 “uptier transaction” executed by Serta Simmons Bedding (“Serta”). The Serta case and several other state court and...more

Nutter McClennen & Fish LLP

Beyond the Prompt: How Agentic AI is Reshaping Business and Law

Agentic AI refers to artificial intelligence systems capable of autonomously pursuing goals without requiring constant human intervention. Unlike traditional reactive AI – designed to respond to human prompts – agentic AI...more

Blake, Cassels & Graydon LLP

Limitation and Exclusion of Liability Clauses Under Quebec Law: Legal Guidance and Drafting Tips

The inclusion of limitation and exclusion of liability clauses in contracts entered into in Quebec requires an understanding of civil law and public order restrictions. Since the Supreme Court of Canada (SCC) ruling in...more

Holland & Knight LLP

Deals on Wheels: Legal Pitfalls and Protections in Automotive Property Sales

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Automotive real estate (such as automobile dealerships, agricultural equipment dealers and service centers) straddles retail and industrial uses. This unique characteristic means that buyers and sellers of automotive real...more

Arnall Golden Gregory LLP

Boilerplate is Not Boring: Why Boilerplate Lease Clauses Matter

You’re familiar with the boilerplate provisions, often under “Miscellaneous” at the end of a lease. Despite their B-side placement within the lease, these clauses can contain key lease terms. From integration and force...more

Amundsen Davis LLC

Actual vs. Apparent Authority: Limiting Business Liability From Unauthorized Employee Actions

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As a business grows and adds new members to the team, it can be difficult to identify what role each person plays and their level of authority. While some have the ability to make important decisions on behalf of the...more

Miller Nash LLP

Why Your Tech Contracts Matter

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Contract Law is a foundational first year course in any law school. As fledgling lawyers everywhere know, when they come out of law school and prepare for the bar exam, contracts form a critical component of our global...more

Foley & Lardner LLP

Lost in Translation: Key Deal Points in European vs. U.S. M&A Transactions

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After two decades practicing law in Silicon Valley and five formative years working on cross-border deals in Europe, I’ve come to appreciate the subtle (and not-so-subtle) differences in how merger and acquisition (M&A)...more

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