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Virginia Tortious Interference Law More Permissive than Georgia

In Virginia, to state a claim for tortious interference with contractual relationships, a plaintiff generally must allege (1) the existence of a valid contractual relationship or business expectancy; (2) knowledge of the relationship or expectancy on the part of the interferor; (3) intentional interference...

Sheppard Mullin Richter & Hampton LLP: Redevelopment Law Unconstitutional Because of Impairment of Contract?

By Geoffrey Willis Largely lost in the noise and furor surrounding the decision by the California Supreme Court upholding AB 1X 26 ( California Redevelopment Association v. Matosantos (2011) 53 Cal.4th 231[ enhanced version available to lexis.com subscribers ], which terminated the functions of local...

Why Did The Lawyer Put This In My Contract?: Confidentiality

This will continue my attempt to explain some of the legal mumbo jumbo in your employment contract, and why the lawyers put it there. Today, I'll talk about confidentiality. You may see a sentence or two in your agreement that look something like this: I promise that I will keep all matters relating...

Why Did the Lawyer Put This in My Severance Agreement?: The Cooperation Clause

This continues my series of posts deconstructing the legal gobbeldy-goop in employment agreements. Today I'll talk about a clause I often see in severance agreements: the cooperation clause. It may look something like this: Employee agrees to cooperate with Employer in connection with any legal...

Uncertain Enforceability of Guarantees in Estonia

by Arne Ots and Sander Kärson Excerpt: The concept of the first demand guarantee has been well accepted and recognized in Estonia. This contract security has been a widely used and irreplaceable tool to secure the immediate availability of funds needed due to the breach or other circumstances...

Supreme Court of California Overrules 78-Year-Old Rule, Makes It Easier to Attack the Validity of Contracts with Evidence of Fraudulent Promises

Excerpt: In a decision with important consequences to businesses that enter into contracts with consumers, the Supreme Court of California in Riverisland Cold Storage, Inc. v. Fresno-Madera Production Credit Association , 2013 Cal. LEXIS 253 (2013) [ an enhanced version of this opinion is available...

Primer on Contract Damages and Options for Non-Breaching Party

Henkel Corp. v. Innovative Brands Holdings, LLC , C.A. No. 3663-VCN (Del. Ch. Jan. 31, 2013). Issue Addressed The only issue addressed in this decision on cross-motions for summary judgment was the amount of damages based on a stipulation as to liability for breach. In the course of its analysis...

Supreme Court Affirms Decision in Health Care Class Arbitration Dispute

WASHINGTON, D.C. - (Mealey's) In a unanimous opinion, the U.S. Supreme Court on June 10 affirmed that an arbitrator acted within his powers under the Federal Arbitration Act (FAA) in determining that parties affirmatively "agreed to authorize class arbitration" in a case involving a dispute...

Negligent Breach of Contract Is Not a Tort in Virginia

Although parties can sometimes demonstrate both breach of contract and a tortious breach of duty, the duty in such cases must arise separate from the contractual duty, and negligent performance of a contract cannot form the basis for a tort claim. The United States District Court for the Western District...

When Negotiating Contract, Trying to Slip in Changes Undetected Can Lead to Fraudulent Inducement Claim

One common problem when negotiating contracts is keeping track of all the revisions the other side makes without having to re-read the entire contract again and again. Microsoft Word's "track changes" feature is helpful but can still lead to confusion when not used properly. Even when the...

Damages Must Be Proven With Reasonable Certainty

A plaintiff must prove his damages claim with reasonable certainty by providing sufficient facts and circumstances to allow the fact finder to make an intelligent and probable estimate of the damages sustained. In Crum v. Anonymizer , the Fairfax Circuit Court refused to modify a jury verdict awarding...

Vandeventer Black LLP: Court Questions Teaming Agreement

Authored by attorney Mike Sterling In W.J. Schafer Associates, Inc. v. Cordant, Inc. , 493 S.E. 2d 514 (Va. 1997) [ version available to lexis.com subscribers ], the court held a teaming agreement was unenforceable on the ground that “agreements to agree in the future” are “too vague...

Arbitrator Designation Deemed Severable from Contract

Virginia Code § 8.01-581.01 et seq. evidences a public policy favoring arbitration . Virginia's statutory scheme provides that arbitration agreements between parties are valid and enforceable, and courts uphold the parties' designated method of appointing an arbitrator. Where the parties'...

Sometimes Scope Of Work Isn’t Obvious

We discuss contracts often here at Construction Law Musings . Why? Because in most states, and particularly in my home state of Virginia, the contract creates the “law” that will govern your interaction on a construction project. In construction, every word of the contract will be read carefully...

Are Purchase Orders Enforceable Contracts?

They can be. The Uniform Commercial Code provides that a contract for the sale of goods may be made in any manner sufficient to show agreement, and that "an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship...

The Expiration of a Contract and Its Effect on an Arbitration Provision

In Huffman v. The Hilltop Companies [ an enhanced version of this opinion is available to lexis.com subscribers ], the 6th Circuit addressed an issue of first impression: the application of the strong presumption in favor of arbitration in a post expiration setting when the arbitration clause is not...

Life Cycle Management of Third Parties – Step 4: The Contract

This post continues to outline what I believe are the five steps in the life cycle of third party management. Today I will look at Step 4, the contract. However, before we get to the contracting stage a word about what to do with Steps 1-3. You cannot simply obtain the information detailed in these first...

West Virginia Bank Wins Dismissal of Contract Claim for Lack of Personal Jurisdiction

Virginia's long-arm statute extends personal jurisdiction to the fullest extent permitted by due process. A Virginia court may exercise specific jurisdiction over a defendant when the defendant has sufficient minimum contracts with Virginia such that the maintenance of the suit does not offend traditional...

A Cereal. A Rabbi. A Peppercorn.

What can you say about an internet contracting strategy that died? I’m referring, of course, to General Mills’ abortive attempt to include new terms of service on all its internet and social media products, including an agreement to arbitrate and to waive any right to a class action, that...

Dialing with Dollars: How County Jails Profit From Immigrant Detainees

"[J]ails contracting with ICE are not compelled to follow the most recent version of these standards. Some facilities reviewed by The Nation do in fact follow the most recent edition of ICE’s detention standards. But other facilities, like Essex County Jail in New Jersey, which can hold up...

Invisible Ink: The Hidden Clause in Many International Sales Contracts

There’s good news—and cause for concern—in recent numbers about the U.S. economy. On a positive note, the Export-Import Bank of the United States reported in early June 2014 that the country’s exporting performance was continuing to show signs of recovery. According to data released...

Vandeventer Black LLP: Just Sign Here: Try To Get Contract Terms in Writing

By James W. Walker Have you ever performed work for a client without getting the client’s signature on a contract? If a problem later surfaced, could you enforce its terms? In many states, the answer is a resounding …maybe. Signed contracts are important because they establish with certainty...

Should a General Contractor Tell a Sub that its Bid is Too Low?

A recent article by my pal, and occasional guest poster , Craig Martin ( @craigmartin_jd ) asks the question: “ Does a General Contractor Have to Tell a Subcontractor that its Bid is Too Low? ” In his great post on a recent Nebraska decision, [ enhanced version available to lexis.com subscribers...

Is the Mechanic’s Lien or Bond Waiver Clause in Your Contract Enforceable in Virginia?

by W. Alexander Burnett A new Virginia law invalidates any mechanic’s lien or payment bond waiver signed before work has commenced. The Governor recently signed new legislation into law, effective July 1, 2015, that invalidates waivers of subcontractors’, sub-subcontractors’ and...