News & Analysis as of

Damages Buyers

Kohrman Jackson & Krantz LLP

Ohio Court Holds Non-Disclosure of Sewer Assessment Fraudulent in Real Estate Sale

A recent Eleventh District Ohio Court of Appeals decision (Bockelman v. Griffin) reminds us that: 1) fraudulent concealment/non-disclosure is an exception to the general real estate principle of “Caveat Emptor” (Let the Buyer...more

Vinson & Elkins LLP

Series of Delaware Court of Chancery Decisions Highlights Importance of Earnout Drafting

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In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more

Whiteford

Indemnity Clauses, Claims & Controversies

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Indemnification is a key component in virtually every M&A deal, serving as a detailed and nuanced contractual risk allocation device between the Buyer and Seller. Though drafted in a two-way fashion, indemnity operates in the...more

Goulston & Storrs PC

What's Market: Damage Mitigation Provisions

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In M&A transactions, the definitive purchase agreement (whether asset purchase agreement, stock purchase agreement, or merger agreement) typically contains representations, warranties, and covenants, along with related...more

Butler Snow LLP

Leveraging the UCC for Sellers

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For sellers of goods, it is all but impossible to escape the reach of the Uniform Commercial Code (“UCC”) because its Article 2 applies to sales of goods. The UCC contains several buyer friendly provisions (including certain...more

Quarles & Brady LLP

Supply Chain Survival Series: Mitigation (Article #13)

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In our previous article in the Supply Chain Survival Series, we discussed what constitutes a breach of contract and whether a breach allows you to suspend performance until the breach is cured. Assuming that a contract has...more

Davies Ward Phillips & Vineberg LLP

“Con Ed” Damages in Canadian Public M&A: Revisiting Cineplex v Cineworld in Light of Recent Delaware Case Law

What is a spurned seller’s recourse when a buyer walks away from a deal in breach of the purchase agreement? In private M&A, the answer is reasonably straightforward: sue the buyer to close the deal or to recover damages. In...more

Fox Rothschild LLP

Understanding the Differences in the Enforcement of Arbitration Awards and Expert Determinations

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Is there a difference in enforcement between an arbitration award and an expert determination pursuant to a contract? The answer is yes, according to a recent ruling by the 3rd Circuit U.S. Court of Appeals that includes...more

Butler Snow LLP

Hey, did you notice that? Pre-suit notice under U.C.C. § 2-607(3)

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Before a buyer of “goods” can bring a breach of warranty claim, Section 2-607(3) of the Uniform Commercial Code requires that it, “within a reasonable time after he discovers or should have discovered any breach[,] notify the...more

Goulston & Storrs PC

Damage Mitigation Provisions

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Market Trends: What You Need to Know - As shown in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies - Inclusion of damage mitigation provisions in merger and acquisition...more

American Conference Institute (ACI)

[Virtual Event] Contaminated Sites Liability & Litigation Risk - April 22nd, 8:30 am - 5:30 pm EDT

The Canadian Institute’s advanced conference on Contaminated Sites Liability & Litigation Risk takes a deep dive into the most critical challenges affecting land developers, real estate and legal professionals, and...more

Akin Gump Strauss Hauer & Feld LLP

Take or Pay: Does the Law of Penalties Apply?

Q2 2020 saw a tangible increase in the number of queries from clients asking about the enforceability of take or pay clauses common in supply agreements. Intermingled with questions around force majeure, the key issue appears...more

Burr & Forman

SC body bag noncompete case exhumed, revisited

Burr & Forman on

Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in the...more

Jackson Walker

‘A Primer on Marketing Hydrocarbons’ Presentation

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Jackson Walker partner Michael P. Pearson delivered a presentation entitled “A Primer on Marketing Hydrocarbons” at the Fundamentals of Oil, Gas and Mineral Law Course associated with the 44th Annual Ernest E. Smith Oil, Gas...more

Morgan Lewis

The English Court’s Approach to interpretation of Material Adverse Effect provisions

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The English High Court recently considered whether a downward revision of a profit forecast would constitute a “material adverse effect” within the parameters of the provision agreed on by the parties in the share purchase...more

Pillsbury Winthrop Shaw Pittman LLP

OEM Disclaimers Withstand Challenge in Helicopter Crash: Damage to helicopter from defective part constitutes excluded...

On July 2, 2015, the U.S. District Court for the Eastern District of New York issued a decision in City of New York v. Bell Helicopter Textron, Inc., 13 CV 6848 that left the plaintiff without any remedy against the...more

Jaburg Wilk

The Defaulting Seller and a Notice of Lis Pendens

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After months of searching, you have finally found the house of your dreams, and much to your delight the Seller has accepted your offer of $500,000. You deposit your $15,000 “earnest money” with the escrow company, and an...more

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