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Unenforceable Contract Terms Contract Terms

Proskauer - California Employment Law

The Latest Developments in the Arbitration Wars – Implausible Sexual Harassment Claims

Since its enactment, the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act has resulted in plaintiffs’ lawyers tacking on increasingly implausible sexual harassment claims to unrelated...more

Davidoff Hutcher & Citron LLP

Restrictive Covenants in Restaurant Ownership Agreements: Enforceability in New York

Restrictive covenants are critical in restaurant ownership agreements to protect business interests, prevent unfair competition, and safeguard proprietary information. However, in New York, courts scrutinize these clauses to...more

Mintz

[Podcast] Mintz On Air: Practical Policies – Disparage Me Not

Mintz on

Member Jen Rubin is joined by Member Natalie Groot for a practical conversation on non-disparagement clauses. This episode is part of a series of conversations designed to help employers navigate workplace changes and...more

Mintz - Employment Viewpoints

Mintz On Air: Practical Policies – Disparage Me Not

Member Jen Rubin is joined by Member Natalie Groot for a practical conversation on non-disparagement clauses. This episode is part of a series of conversations designed to help employers navigate workplace changes and...more

A&O Shearman

Ninth Circuit Dissolves Arrangement Between Rival Vegas Newspapers as Illegal

A&O Shearman on

On August 4, 2025, the United States Court of Appeals for the Ninth Circuit sided with the Las Vegas Review-Journal (“Defendants”) in antitrust litigation with rival Las Vegas newspaper the Las Vegas Sun, Inc. (“Plaintiff”),...more

Morris James LLP

Court of Chancery Finds Employee’s Restrictive Covenants Unenforceable for Lack of Consideration

Morris James LLP on

N. Am. Fire Ultimate Holdings, LP v. Doorly, C.A. No. 2024-0023-KSJM (Del. Ch. Mar. 7, 2025) - A contract requires consideration to be enforceable. In this case, the Court of Chancery held restrictive covenants were...more

Husch Blackwell LLP

NFL’s Arbitration Agreement Fumbles, Allowing Coach to Pursue Discrimination Claims in Court: Employment Law Lessons for Employers

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The National Football League (NFL) is in the spotlight this season, not because of any certain game on the field, but for a legal battle off it. Last week, the Second U.S. Circuit Court of Appeals agreed that a NFL coach...more

Troutman Pepper Locke

Delaware Court of Chancery Invalidates Noncompete Provision Found in Typical Sponsor Equity Documents

Troutman Pepper Locke on

In Weil Holdings II, LLC, v. Jeffrey Alexander, DPM, the Delaware Court of Chancery struck down a noncompete provision contained in the LLC agreement of a sponsor-backed portfolio company, finding the provision unreasonable...more

Morrison & Foerster LLP

New York Lawmakers Approve Ban on Rent Minimum Clauses in Mortgage Loan Transactions: Bill Not Yet Signed Into Law By Governor

How much chaos might a three-sentence bill that was quietly passed by the New York State legislature sow on the real estate lending industry? Potentially plenty. On June 13, 2025, a bill passed by the New York Assembly (A....more

Proskauer - New Media & Technology

Why a Transaction’s Context Matters: Website Terms Found Unenforceable Despite Proximate Placement to “Place Order” Button

In Cody v. Jill Acquisition LLC, No. 25-937 (S.D. Cal. June 30, 2025), the Southern District of California declined to enforce a retail site’s terms of use and compel arbitration, holding that the plaintiff, who used guest...more

Troutman Pepper Locke

Restrictive Covenants Unenforceable Where Consideration Forfeited

Troutman Pepper Locke on

In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more

Lathrop GPM

Citing California Franchise Relations Act, California Federal Court Rejects Franchisor’s Attempt to Dismiss Case

Lathrop GPM on

A federal court in California recently denied a franchisor’s motion to dismiss litigation, holding that a franchise agreement provision requiring the parties to mediate in Texas prior to instituting litigation or arbitration...more

Fenwick & West LLP

Ninth Circuit Reinforces Stricter Standards for Online User Agreements

Fenwick & West LLP on

On April 15, 2025, the Ninth Circuit issued a second decision in less than two months regarding the enforceability of a “sign-in wrap agreement,” which links users to a website’s terms of service....more

Jenner & Block

Delaware Supreme Court Reaffirms Reluctance to Blue-Pencil Overbroad Restrictive Covenants in Sunder v. Jackson

Jenner & Block on

The Delaware Supreme Court’s decision in Sunder Energy, LLV v. Jackson, No. 455, 2023, 2024 Del. LEXIS 407 (December 10, 2024) reaffirmed the courts’ limited willingness to modify or “blue-pencil” overbroad restrictive...more

Cooley LLP

The Million-Pound Question (Revisited): Is My Contract Unfair?

Cooley LLP on

The decision of the High Court of England and Wales in Durber v. PPB Entertainment Ltd is another helpful case study in how to host a consumer-facing website. It is interesting, given how much time is spent carefully drafting...more

Marshall Dennehey

A Double Take: Workers’ Compensation Liens Render UIM Non-Duplication Clauses Unenforceable

Marshall Dennehey on

Key Points: Delaware Superior Court permits injured plaintiffs-employees to board medical bills and lost wages already paid by the workers’ compensation carrier in subsequent UIM claim related to the same incident, despite a...more

Fenwick & West LLP

That’s a Wrap: Ninth Circuit Signals Tougher Standards for Enforceability of Online Agreements

Fenwick & West LLP on

On February 27, 2025, the Ninth Circuit affirmed the district court’s ruling in Chabolla v. ClassPass, finding that the “sign-in wrap agreement” on the ClassPass website was not an enforceable contract because it did not...more

Fisher Phillips

Federal Appeals Court Provides 3-Step Roadmap For Creating Enforceable Online Agreements

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A recent federal appeals court decision rejecting a business’s attempts at enforcing its online arbitration agreement offers lessons for businesses across the country on how to craft a valid agreement for your website. The...more

A&O Shearman

Disputes 101 – What can’t you agree to do in your contract?

A&O Shearman on

Beware of a penalty shoot-out - The rule against penalties is rooted in public policy, aiming to prevent contractual provisions that punish the breaching party rather than protecting the interests of the innocent party. The...more

Cadwalader, Wickersham & Taft LLP

To Pay, or Not to Pay, the Co-op’s Attorneys’ Fees; That is the Question

On January 28, 2025, the New York Appellate Division, First Department refused to enforce a contractual provision that required a tenant-shareholder to pay a co-op’s attorneys’ fees in all lawsuits that the tenant-shareholder...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

New York Federal Court Ruling Highlights a Potential Pitfall in Settlement Agreement Enforcement

On January 8, 2025, the U.S. District Court for the Eastern District of New York held that an employee’s refusal to sign a confidentiality and nondisparagement acknowledgment form annexed to a settlement agreement resolving...more

Stikeman Elliott LLP

Hungry for Consideration in Employment Agreements: Are Peppercorns Off the Menu for Employers?

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In the recent decision of Sui v HungryPanda Tech Ltd., 2024 BCSC 1856 (“HungryPanda”), the Supreme Court of British Columbia invalidated a termination provision in an employment agreement by finding the employer had failed to...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Ontario Court Reaffirms Importance of Clear and Compliant Language in Employment Agreements

In December 2024, the Court of Appeal for Ontario released its highly anticipated decision in Dufault v. Ignace (Township). The three-judge panel determined that the “for cause” termination clause contained in the employee’s...more

Miller Canfield

Michigan Court of Appeals: No Parental Indemnification for Child Injuries

Miller Canfield on

Can parents legally agree to financially protect third parties from claims arising from their children’s injuries? In MK v. Auburnfly, LLC, (No. 364577, 2024 WL 5148278, Dec. 17, 2024), a published opinion, the Michigan Court...more

Epstein Becker & Green

Commission Commitments: Massachusetts Appeals Court Upholds Obligation to Continue Paying Commission for the Life of the...

Epstein Becker & Green on

Drawing from established precepts of Massachusetts law that a judge may fill in an omitted contractual term consistent with the intent of the parties, a Massachusetts Appeals Court recently affirmed a trial court’s conclusion...more

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