Bill on Bankruptcy: What's in the $83M ResCap Examiner's Report?
A federal court in California recently granted a franchisor’s motion to compel arbitration and stay the lawsuit in a dispute alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and...more
In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more
The Second Appellate District of the California Court of Appeal recently affirmed a lower court ruling that wildfire debris on an insured’s property did not qualify as “direct physical loss” within the meaning of a homeowners...more
Premium Choice Ins. Servs. v. Innovative Fin. Group Holdings, LLC, C.A. No. N24C-01-006 PRW CCLD (Del. Super. Ct. July 9, 2024) - Plaintiff Premium and defendant IFG were middlemen in the market for Medicare Advantage...more
A federal court in Pennsylvania recently granted battery supplier C&D Technologies, Inc.’s motion to dismiss counterclaims brought by its former distributor Elliott Auto Supply Co, Inc. d/b/a Factor Motor Parts’ (FMP). C&D...more
On August 30, 2024, the Delaware Court of Chancery issued an opinion in Campus Eye Management Holdings, LLC v. DiDonato, dismissing a challenge to a merger effecting an amendment to the limited liability company agreement of...more
Contractors frequently execute modifications for extra work without considering the impact the boilerplate broad release language in the modification may have on future claims. Government agencies often seek dismissal of a...more
A California federal court granted a motion to compel arbitration by retail franchisor Batteries Plus and its two executives, and dismissed a franchisee’s action alleging violations of the California Franchise Investment Law,...more
The Supreme Court of New Jersey recently issued its decision in Comprehensive Neurosurgical, P.C. v. Valley Hospital, vacating a $24.3 million award to a neurosurgery practice....more
Here’s an interesting case from the California Court of Appeals dealing with a unique issue that can arise in beverage distribution contracts – can a supplier “constructively terminate” a distribution agreement through its...more
A federal court in California recently granted a motion brought by a franchisor and two of its employees to compel arbitration and dismiss an action alleging violations of the California Franchise Investment Law, breach of...more
The North Carolina Supreme Court on Thursday, May 23 held that a credit union’s unilateral update to add an arbitration provision and class action waiver to its contract with one of its customers was valid under North...more
The implied covenant of good faith and fair dealing is a notoriously misunderstood doctrine. It can be invoked much less often than most people think, and its application is highly state-specific. A recent ruling from the...more
The High Court rejects various claims that the sports car manufacturer breached express and implied duties of good faith. This dispute between Aston Martin and AMMENA, its distributor in the MENA region, began when...more
When the prospects of an acquired business are uncertain, an earnout can bridge the valuation gap between buyer and seller and help get the deal done. Taking this route is not without risk, however, particularly where...more
A federal court in Massachusetts has dismissed franchise claims brought against a manufacturer, concluding that the distributor had failed to identify a franchise fee that would qualify it for protection from non-renewal...more
The Tenth Circuit has ruled in favor of KFC in a dispute with a franchisee alleging a breach of the implied covenant of good faith and fair dealing. Kazi v. KFC US, LLC, 2023 WL 4983119 (10th Cir. Aug. 4, 2023)....more
The ruling, which held that the transaction did not violate the implied covenant of good faith and fair dealing, highlights the importance of carefully drafting lending documents. On June 6, 2023, Judge David Jones of the...more
A federal court in Florida recently granted a franchisor’s motion to dismiss a franchisee’s claim for breach of the implied covenant of good faith and fair dealing, but allowed a claim for breach of contract to proceed....more
New Jersey courts recognize that every contract contains an implied covenant of good faith and fair dealing, which requires that neither party to the contract shall do anything which will have the effect of destroying or...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
Under Delaware law, the implied covenant of good faith and fair dealing attaches to every contract by operation of law and is best understood as an implied term. The purpose of the doctrine is to ensure that parties deal...more
Those of us who follow the Delaware Chancery Court’s output are regularly treated to lengthy, detailed, finely crafted opinions sometimes in excess of 100 pages. Opinions of that length from our New York state court judges...more
Fortis Advisors LLC v. Johnson & Johnson, C.A. No. 2020-0881-LLW(Del. Ch. Dec. 13, 2021) - Delaware public policy respects freedom of contract, but it is also intolerant of fraud. These dueling policy aims are often pitted...more
Delaware’s Superior Court recently held that commission-agreement parties stated a claim for breach of the implied good faith and fair dealing covenant when they alleged their counter-party acted “to destroy promising...more