Recent Posts

Primer on Contract Damages and Options for Non-Breaching Party
Posted on 13 Feb 2013 by Francis G.X. Pileggi

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... Read More

A Seat at the Table – Compliance in the Contract Tender Process
Posted on 21 Feb 2012 by Thomas Fox

After all the due diligence on the sales agents and representatives has been completed and they are ready to help you land that large international contract, what is the role of compliance? I would argue that compliance has as central a role to play... Read More

Life Cycle Management of Third Parties – Step 4: The Contract
Posted on 4 Apr 2014 by Thomas Fox

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... Read More

Are Purchase Orders Enforceable Contracts?
Posted on 17 Feb 2014 by Lee Berlik

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... Read More

Arbitrating Arbitrability
Posted on 31 Jan 2012 by Lee Berlik

Arbitrability--whether a contract creates a duty for the parties to arbitrate (rather than litigate) a particular grievance--is ordinarily a question of law to be decided by the court. Virginia, however, adheres to a public policy favoring freedom... Read More

How to Simplify and Improve Any Contract
Posted on 19 Jan 2012 by Corporate and Securities Law Community Staff

by Thomas L. Bowden, Sr. You get an agreement from a new vendor. You start to read it and your eyes glaze over. "In the event that....provided, however,.....including but not limited to...... For the avoidance of doubt.........." And on... Read More

The U.S. Supreme Court's Decision in Rent-A-Center, West, Inc. v. Jackson, 2010 U.S. LEXIS 4981 (2010)
Posted on 20 Jul 2010 by Timothy Murray

The U.S. Supreme Court held in Rent-A-Center, West, Inc. v. Jackson, 2010 U.S. LEXIS 4981 (2010) that a challenge to the validity of an arbitration agreement that contains a provision delegating to the arbitrator exclusive authority to resolve threshold... Read More

How Can My Loan be in Default if I Never Missed a Payment?
Posted on 19 Mar 2012 by Jim Thomas

Delinquent loans, mostly residential, are constantly in the news, so it is easy to understand why some business owners may lose track of the fact that missed payments are not the only way to get in trouble under commercial loans, or leases or joint... Read More

Supreme Court of California Overrules 78-Year-Old Rule, Makes It Easier to Attack the Validity of Contracts with Evidence of Fraudulent Promises
Posted on 7 Feb 2013 by Corporate and Securities Law Community Staff

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... Read More

Virginia Tortious Interference Law More Permissive than Georgia
Posted on 19 Mar 2012 by Lee Berlik

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... Read More

A Return to the Classic Analysis of Liquidated Damages Clauses
Posted on 27 Jul 2009 by Dr. John E. Murray, Jr.

The links below may be accessed by subscribers. Non-subscribers may obtain research packages by the day, week, or month at lexisONE The classical view enforces liquidated damages clauses constituting a reasonable estimate of damages in the... Read More

Tags: Contracts

Preventing Omission of Important Terms in Loan Documentation Forms
Posted on 28 Oct 2011 by Corporate and Securities Law Community Staff

by Robert S. Fisher Every lawyer worries about omitting a critical provision from a document being drafted or reviewed. The practitioner structuring a loan transaction should be particularly cognizant when making use of a standardized loan document... Read More

Note to Self
Posted on 4 Oct 2010 by Brian JM Quinn

Note to Self: Remember not to unilaterally change the text of contracts that have been signed ( via Adams Drafting ), even if it's only to "fix" them: The dispute over who owns the Dodgers may turn on one word. It is the 12th word of the... Read More

Joint Patent Owners, Although Free to Use Patented Technology Without Regard to the Other, May Vary Their Rights by Contract
Posted on 22 Mar 2010 by Timothy Murray

The interplay between contract and patent law is examined by Timothy Murray, Esq. in the context of Wisconsin Alumni Research Foundation v. Xenon Pharmaceuticals, Inc., 591 F.3d 876 (7th Cir. 2010). NOTE: The links below may be accessed by Read More