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Unenforceable Contract Terms Corporate Counsel

Fenwick & West LLP

Ninth Circuit Reinforces Stricter Standards for Online User Agreements

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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

Morrison & Foerster LLP - Social Media

Lose Your Illusion: District Court Holds That Unilateral Modification Clause Makes TOS Unenforceable

On August 8, 2024, the U.S. District Court for the Eastern District of Virginia in Lovinfosse v. Lowe’s Home Centers, LLP addressed the enforceability of an arbitration clause in Lowe’s terms of service, serving as a reminder...more

Seyfarth Shaw LLP

Second Circuit Holds that Plan Arbitration Provisions that Force Plaintiff to Surrender Statutory Right To Plan-Wide Relief Are...

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The Second Circuit recently ruled that an ERISA plan’s arbitration provision was not enforceable because the provision barred plan-wide relief. Cedeno v. Sasson, 2024 WL 1895053 (2d Cir. May 1, 2024). The Court decision...more

Cooley LLP

The Million Pound Question: Is My Contract Unfair?

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The decision of the High Court of England and Wales in Parker-Grennan v. Camelot UK Lotteries Limited is a helpful case study in how to host a consumer-facing website. It is surprising, given how much care and attention is...more

Robinson & Cole LLP

Buyer Beware: Delaware Court of Chancery Declines to Blue-Pencil Restrictive Covenant in M&A Transaction

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On October 6, 2022, in Kodiak Building Partners, LLC v. Philip D. Adams, C.A. No. 2022-0311-MTZ (Oct. 6, 2022), the Delaware Court of Chancery found that a restrictive covenant entered into in connection with an asset...more

Littler

Ontario, Canada Appeal Court Decides Non-competition Clause in Employment Agreement Governed by Common Law is Unenforceable

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In M & P Drug Mart Inc. v. Norton, 2022 ONCA 398, the Court of Appeal for Ontario (OCA) dismissed an employer’s appeal of an application judge’s decision that a non-competition clause in an employment agreement governed by...more

Fisher Phillips

Lessons to be Learned: Federal Appeals Court Strikes Down Non-Compete Provision and Limits Non-Solicitation Provision

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A federal appeals recently addressed two important questions in a critical restrictive covenant case, providing important guidance for employers drafting non-compete and non-solicitation provisions and underscoring how the...more

Fisher Phillips

Supreme Court of Pennsylvania Provides A 7-Step Roadmap to Employers While Striking Down No-Hire Agreement

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In a decision resolving a dispute that has been pending for nearly five years, the Supreme Court of Pennsylvania just voided a no-hire provision entered into by two companies that bound one of them from hiring former...more

Saiber LLC

SDNY Rules that Trump Campaign Non-Disclosure is too Broad to Enforce

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In another strike against restrictive covenants in employment contracts, Judge Paul G. Gardephe of the Southern District of New York ruled in Jessica Denson v. Donald J. Trump For President, Inc. that the non-disclosure and...more

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

DC’s Noncompete Ban - A Law of Unintended Consequences

Just as the calendar was turning to 2021, the Council of the District of Columbia threw District of Columbia employers a late-breaking curveball that most did not see coming. The Ban on Non-Compete Agreements Amendment Act of...more

Littler

EEOC Rescinds Policy Statement Disfavoring Arbitration Agreements

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As part of its efforts to rescind outdated guidance on a rolling basis, the EEOC recently dispensed with a 22-year-old policy statement that disfavored mandatory arbitration agreements between employers and employees....more

Foley & Lardner LLP

Employers Beware: It's Once Again Time to Review Your Arbitration Agreements

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We have been discussing arbitration agreements in the National Labor Relations Board (NLRB) context lately, particularly with respect to class action waivers. But employers may not be aware that earlier this summer, the NLRB...more

White and Williams LLP

Signed, Sealed, Delivered, I’m (Not) Yours: How a Lapse in Record Keeping Can Lead to Non-Binding Contracts

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Usually, once a contract is signed, sealed and delivered, it is a binding agreement between the parties. However, a recent Delaware case serves as a reminder that a murky path to a signed agreement and lack of good...more

Littler

UK Supreme Court Revises Test for Evaluating Post-termination Restrictions

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To much fanfare and the great excitement of many employment lawyers, the UK Supreme Court recently delivered its first judgment on employment post-termination restrictions for a century, in Tillman v. Egon Zehnder. The court...more

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

Separating the Good From the Bad: UK Supreme Court Clarifies “Blue Pencil” Test in Restraint of Trade Cases

On July 3, 2019, in a long-awaited judgment the Supreme Court of the United Kingdom clarified the correct approach to deciding whether words can be severed from a post-employment covenant to leave an employee bound by the...more

Vedder Price

New Jersey Prohibits Nondisclosure Agreements and Waivers of Rights in Connection with Discrimination, Retaliation or Harassment...

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In response to the increased attention on sexual harassment claims and settlements, New Jersey has enacted new legislation (New Jersey Senate Bill 121, which amends the New Jersey Law Against Discrimination (“NJLAD”)) that...more

Cozen O'Connor

Pennsylvania Court Joins Trend in Holding No-Hire Agreements are Unenforceable as a Matter of Law

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On January 11, 2019, in Pittsburgh Logistics Systems, Inc. v. BeeMac Trucking, LLC and BeeMac Logistics, LLC, a panel of nine judges sitting en banc affirmed a ruling holding that a no-hire agreement between two companies was...more

Littler

Second California Court Adopts Position that Employee Non-Solicitation Clauses are Invalid Restraints on Trade

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On January 11, 2019, a California federal district court issued a decision bolstering the argument that employee non-solicitation clauses are unenforceable under California law....more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

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

California Court Invalidates Arbitration Agreement With PAGA Waiver

In an unpublished decision, the California Court of Appeal, Third Appellate District denied an employer’s motion to compel arbitration of a former employee’s Private Attorneys General Act (PAGA) claims. Instead, the court...more

Littler

New Jersey Courts Continue to Raise the Bar for Enforceable Arbitration Agreements

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The New Jersey Appellate Division recently issued a decision adding yet another hurdle for employers in the Garden State to overcome in drafting and enforcing arbitration agreements. ...more

Bennett Jones LLP

Supreme Court of Canada Leaves Forum Selection Clauses in a State of Uncertainty

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Facebook, Inc. (Facebook) recently lost a decision before the Supreme Court of Canada regarding the enforceability of the forum selection clause in its standard terms of use. Accordingly, organizations should carefully review...more

Dickinson Wright

New Rules for Nevada Noncompetes

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Nevada Companies Must Review Their Noncompete Agreements - The Nevada Supreme Court recently has injected substantial uncertainty into any Nevada contract that contains a noncompete agreement, and companies need to...more

Proskauer - New Media & Technology

Website Design Implicated in Two Rulings on Enforceability of Online Terms – Highlights the Importance of Legal Review of Design...

This past summer, we wrote about two instances in which courts refused to enforce website terms presented in browsewrap agreements. As we noted, clickthrough agreements are generally more likely to be found to be enforced. ...more

Nutter McClennen & Fish LLP

Recent Decisions Highlight Courts’ Reluctance to Modify Overbroad Non-Compete Provisions

In what may be a trend, several courts around the country this year have embraced strict interpretations of non-compete agreements, refusing to blue pencil or equitably reform overbroad or unreasonable clauses in non-compete...more

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