Commercial Transactions

Corporate Social Responsibility and the Supply ChainPosted on 10-27-2021

By: Timothy Murray, MURRAY, HOGUE & LANNIS Corporate social responsibility (CSR) is an amorphous concept that defies simple explanation. At its heart, CSR is a philosophy that a business entity has certain societal obligations beyond the bottom line of its owners—obligations to be a good... Read More

The Courts Have Spoken: Lessons of the Covid-19 Force Majeure CasesPosted on 06-11-2021

By: Timothy Murray, Murray, Hogue and Lannis The majestic New York State Supreme Court Building in Lower Manhattan has stood in regal watch over the tumult of the past century, a silent witness to every shade of humanity—from the disgraced movie mogul Harvey Weinstein, who was convicted there... Read More

Ten Things Every Attorney Should Know About Contracts (But May Not)Posted on 10-16-2020

By: Timothy Murray , Murray Hogue and Lannis ONE TIME I FOUND MYSELF IN A BREACH OF CONTRACT TRIAL before a grizzled jurist who seemed to have as much familiarity with contract law as I have with high fashion (none). I would like to say that he compensated for this deficiency with street smarts and... Read More

Force Majeure and Coronavirus (COVID-19): Seven Critical Lessons from the Case LawPosted on 06-16-2020

By: Timothy Murray , Murray, Hogue & Lannis There is a veritable pandemic raging, and I’m not referring to COVID-19. It’s a pandemic of webinars and legal articles about force majeure and COVID-19. Sadly, no lawyer is immune from it. In force majeure article after article, we are told... Read More

Coronavirus and Force Majeure ChecklistPosted on 04-09-2020

By: Glenn Gordon , Lexis Practice Advisor This Coronavirus and Force Majeure Checklist provides guidance on issues and measures counsel should consider when determining the applicability of the coronavirus with respect to force majeure clauses in your clients’ commercial contracts. This checklist... Read More

Drafting Choice-of-Law ProvisionsPosted on 01-15-2020

By: Timothy Murray , Murray, Hogue & Lannis ONE TIME I FOUND MYSELF ON THE SET OF A HOLLYWOOD soundstage for a popular television show about a lawyer. In the law library of the fake TV law firm, I noticed something that viewers at home couldn’t see: the case reporters containing judicial... Read More

Drafting Enforceable Arbitration Agreements: Hottest Issue in Contract LawPosted on 08-26-2019

By: Timothy Murray , Murray, Hogue and Lannis Arbitration agreements are supposed to ensure that disputes are resolved outside of court, and that’s why it’s an irony of almost cosmic proportions that “the enforceability of arbitration agreements is likely ‘the single most litigated... Read More

Drafting Landmines: Warranties for the Sale of GoodsPosted on 06-18-2019

By: Timothy Murray , Murray Hogue and Lannis The word warranty isn’t just mired in confusion; it leaps, dives, and wallows in it. It means so many different things that the great Karl Llewellyn, the chief architect of the Uniform Commercial Code (U.C.C.), said that “the sane course is to... Read More

The Misunderstood but Critically Important Merger ClausePosted on 02-21-2019

By: Timothy Murray , Murray Hogue & Lannis ONE TIME IN AN ARBITRATION, THE PLAINTIFF CLAIMED that my client, the defendant, breached an alleged oral agreement that my client denied entering into. It was undisputed that after the alleged oral agreement, the parties entered into a written contract... Read More

Drafting Exclusion of Consequential Damages ClausesPosted on 12-18-2018

By: Timothy Murray ONE TIME, I WAS REVIEWING THE TERMS OF A PROPOSED contract with an executive for a client that was buying a product for a significant sum of money. The document had been drafted by the seller, and it contained the customary provision excluding the seller’s consequential damages... Read More

Drafting Blunder: Hiding Contractual Provisions in Documents That Don’t Look, Feel, or Smell Like ContractsPosted on 09-12-2018

By: Timothy Murray , Murray, Hogue & Lannis BUSINESSES OFTEN CONDUCT THEIR TRADES BY UTILIZING documents that don’t appear to be contractual in nature but that contain contractual provisions—the information brochure accompanying a smartphone might include a mandatory arbitration clause;... Read More

Liquidated Damages Drafting BlundersPosted on 06-22-2018

By: Timothy Murray , Murray, Hogue & Lannis Parties drafting contracts often want to set in stone the precise dollar amount of damages that will be awarded in the event of a breach, commonly called liquidated damages. The idea is that if a breach occurs, this provision makes it unnecessary for... Read More

Insurance Coverage Issues Created by The InternetPosted on 02-28-2018

By: Ellen MacDonald Farrell and Rachel P. Raphael Crowell & Moring Today, billions of different devices are connected to the internet, and the internet-capability of everyday objects is expected to grow exponentially in the years to come. The Internet of Things (IoT) refers to the network of these... Read More

Drafting Advice: Avoiding Disastrous Force Majeure ClausesPosted on 02-28-2018

By: Timothy Murray MURRAY, HOGUE & LANNIS Botched Force Majeure Clauses Expose Your Client to Needless Risk As if on autopilot, attorneys sometimes tack onto their contracts generic force majeure clauses, just because everybody else does it, without bothering to tailor the clause to the particular... Read More

Drafting Advice: Avoiding Accidental ContractingPosted on 12-19-2017

By: Timothy Murray , Murray, Hogue & Lannis THERE IS A STAGGERING AMOUNT OF LITIGATION involving disputes over whether a binding contract was formed during contract negotiations. In a typical case of this kind, the parties agree on many issues while negotiating a deal, but they intend to execute... Read More

Navigating Compliance ConcernsPosted on 10-31-2017

By: Terrance Oben OBEN LEGAL                                    THIS ARTICLE DISCUSSES PRACTICAL STEPS THAT companies can take to successfully embed a positive compliance culture and outlines a... Read More

Contract Drafting Advice: The “Battle of the Forms” DemystifiedPosted on 09-27-2017

By: Timothy Murray , Murray, Hogue & Lannis. SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE (UCC) was supposed to resolve these questions: (1) Is a contract formed when parties exchange forms that contain nonmatching terms and the parties don’t sign off on a single document? (2) If so, what... Read More

Current Updates and Legal Developments - Fall 2017Posted on 09-27-2017

SEXUAL ORIENTATION DISCRIMINATION UNDER TITLE VII REMAINS HOT-BUTTON ISSUE By: Bender’s Labor & Employment Bulletin, Volume 17, Issue 7 RECENTLY, THREE OF THE U.S. CIRCUIT COURTS OF APPEAL addressed the issue of whether discrimination on account of an individual’s sexual orientation... Read More

Contract Drafting Concerns: Beware BrowsewrapPosted on 06-07-2017

By: Timothy Murray , MURRAY, HOGUE AND LANNIS With the e-commerce explosion, sellers are peddling goods and services over their websites at unprecedented rates. From a contract law perspective, this ought to be a seller’s nirvana: the seller alone establishes the legal terms to govern transactions... Read More

Contractual Joint Ventures – Drafting and Negotiating Joint Marketing AgreementsPosted on 06-07-2017

By: Candice Choh and Kari Krusmark, GIBSON, DUNN & CRUTCHER LLP A joint marketing agreement is a contract pursuant to which one or both of the parties will collaborate in order to promote the sale of product and service offerings of the other party. Such a contractual joint venture agreement may... Read More

A Briefing on Emerging Issues Impacting Transactional Practice - Winter 2017Posted on 02-09-2017

FEDERAL COURT FAST TRACKS REVIEW OF RULING BLOCKING IMPLEMENTATION OF OVERTIME REGULATIONS THE FIFTH CIRCUIT COURT OF APPEALS ISSUED A BRIEF order December 8 granting expedited review of a November 22 ruling by a federal judge in the Eastern District of Texas preliminarily enjoining implementation... Read More