Commercial Contracts

  • July 22, 2016

    9th Circ. OKs Morgan Stanley’s Firing Of Elected Official

    Morgan Stanley did not err in terminating a financial adviser after his election as supervisor of a California county, the Ninth Circuit ruled Thursday, finding he was fired for a "legitimate, apolitical reason."

  • July 22, 2016

    AIB Urges Court To Nix Fund's Suit Due To Forum-Shopping

    Allied Irish Banks PLC urged Delaware’s Chancery Court on Thursday to reject a private investment fund’s claim to Delaware court "forum deference" in its tender offer dispute with the bank, arguing that alleged forum-shopping efforts by the fund in Illinois justify dismissal.

  • July 22, 2016

    GE Again Says Arbitrators Must Work On Rail Row

    General Electric Co. sought to swat aside arguments by Alstom SA that they must take their dispute over price adjustments in an $800 million rail-signal deal to an accountant, urging a New York federal judge Friday to let arbitration go forward instead.

  • July 22, 2016

    Lufthansa Wants Wis. Atty Sanctioned For Lengthy Complaint

    German airline Lufthansa has moved for sanctions against a Wisconsin-based attorney who filed a putative class action over delayed flights, arguing that the attorney's complaint is long, meandering and gets fundamental facts wrong.

  • July 22, 2016

    AI Startup Calls Sanctions Bid 'Desperate' Move In IP Row

    A Silicon Valley artificial intelligence startup in a heated trade secrets fight with a former CEO who decamped to a rival urged a California federal court Thursday to reject $1.25 million in proposed fee reimbursement sanctions against it and counsel, calling the move a “meritless” attempt by the rival to escape liability.

  • July 22, 2016

    Fox Fights Comcast's Docs Bid In Network Bankruptcy Suit

    Fox Sports Net asked a Texas bankruptcy court Thursday not to make it turn over documents from contract negotiations with the MLB’s Astros and NBA’s Rockets in a suit alleging Comcast intentionally torpedoed the value of a Houston affiliate, saying this request is barred by an earlier court order in the larger proceeding. 

  • July 22, 2016

    Drugmaker Can't Deny Contract, Then Sue Over It, Judge Told

    Antrim Pharmaceuticals LLC told the Illinois federal judge overseeing its breach of contract suit against a contract drug manufacturer to block the manufacturer’s counterclaims, arguing it can't deny the contract and then use it to bring its own claims.

  • July 22, 2016

    Gaming Co. Aims To Duck Sanctions In NHL Team's $1.1M Suit

    An online daily fantasy sports operator made another bid Thursday to avoid sanctions in a $1.1 million contract-breach suit brought by the NHL’s Minnesota Wild, trying once again to shield itself from paying a sponsorship settlement by challenging the legality of its very business.

  • July 22, 2016

    Pa. Court Partially Revives $2.6M Real Estate Loan Dispute

    A Pennsylvania appeals court partially revived a suit brought by real estate company Telwell Inc. against a loan servicing company on Thursday, ruling that the lower court prematurely got rid of certain tort claims in the suit over an interest rate discrepancy on a $2.6 million loan.

  • July 22, 2016

    Nationals Appeal MLB Arbitration Denial In MASN TV Dispute

    The Washington Nationals asked a New York state appellate court on Thursday to overturn a motion denying the club’s bid to arbitrate a long-running broadcast fee dispute with the Baltimore Orioles and the Mid-Atlantic Sports Network before a Major League Baseball committee.

  • July 22, 2016

    Oil Co. Holding Up Our Ship Is A Front, Owner Says

    A Panamanian ship company whose vessel is being held in San Francisco Bay to secure an allegedly forthcoming arbitral award has asked a California federal judge to free its boat and toss the case, saying the supposed Bahraini energy company that sued doesn’t exist.

  • July 22, 2016

    NJ Man Gets 30 Mos. In $1M Corporate Embezzlement Scheme

    A New Jersey resident who pled guilty to mail fraud charges over a scheme that involved setting up fake vendor companies to sell nonexistent products to an international pharmaceutical company was ordered by a Pennsylvania federal judge Thursday to serve 30 months in prison and pay $1.2 million in restitution.

  • July 22, 2016

    Software Developer Hit With Sanctions Bid In Copyright Row

    A software program owner being sued for $10 million by a South Korean native who claims he developed the program and was falsely promised the copyright has urged a California federal court to sanction the man, saying he’s frivolously trying to relitigate issues that were settled more than five years ago.

  • July 22, 2016

    Sony Hit With Terms Class Action Over Playstation Websites

    A proposed class of New Jersey gamers has sued Sony Entertainment in federal court, alleging the terms and conditions on the PlayStation websites bind customers to an unfair and illegal contract that waives their consumer protection and warranty rights.

  • July 21, 2016

    Ingredient Co. Hit With $7.5M Suit Over Guar Gum Factory

    A Texas chemical company in a contract dispute with Caremoli USA Inc. sued the food ingredient manufacturer in Texas federal court Thursday, claiming it is owed more than $7.5 million for loan reimbursements and unpaid purchase orders tied to Caremoli’s failed effort to produce guar gum material used in hydraulic fracturing.

  • July 21, 2016

    Ex-Hyperloop One Workers Slammed With $250M Countersuit

    Hyperloop One, a high-speed transportation startup with dozens of pending patent applications, has launched a $250 million countersuit in California state court this week against a team of former engineers who recently left the organization and who filed what the company calls a "sham" suit in a supposed takeover attempt.

  • July 21, 2016

    Fed. Circ. Kills $20M AngioScore Win For Jurisdiction Flub

    The Federal Circuit on Thursday scrapped AngioScore Inc.'s $20 million win on breach of duty claims against a former board member and rival TriReme Medical LLC over a heart catheter design, ruling the California state law claim never should have been heard in federal court.

  • July 21, 2016

    5th Circ. Axes Insurers' Win In Botched Oil Well Dispute

    The Fifth Circuit on Thursday reversed and remanded a Louisiana federal judge's decision that a pair of insurers owed Solstice Oil & Gas I LLC no coverage for a $12 million loss after a contractor shoddily drilled an oil well.

  • July 21, 2016

    Strip Club Giant Says Dancers Must Arbitrate Claims

    International strip club operator Deja Vu Consulting Inc. asked a Florida federal judge Wednesday to compel arbitration with a former exotic dancer who filed wage-and-hour claims on behalf of a putative class, arguing that the dancers' contracts contain both an arbitration clause and a class action waiver.

  • July 21, 2016

    Ex-Workers Seek Class Approval To Seal Butler & Hosch Deal

    Former Butler & Hosch PA employees asked a Florida federal court to certify their proposed class Thursday as a step toward approving a settlement with the defunct law firm, which they accused of violating the Worker Adjustment and Retraining Notification Act by laying off hundreds without proper notice.

Expert Analysis

  • Brexit: An Unexpected Boost For UK Commercial Real Estate

    Michael Speranza

    Brexit has presented increased opportunities for investment in the U.K. commercial real estate market and while there is some uncertainty regarding value, lenders are still making funds available for real estate acquisitions and development, says Michael Speranza at Katten Muchin Rosenman UK LLP.

  • Availability Of Specific Performance To Jilted M&A Parties

    Stephen L. Ascher

    Recent cases illustrate that despite the generally extraordinary nature of forcing a breaching party to perform a contract rather than pay money damages, both buyers and sellers in M&A agreements should consider making use of the specific performance remedy in the face of a terminating party, say Stephen Ascher and Andrew Lichtman of Jenner & Block LLP.

  • Curing Substantive Ambiguities In Debt Documentation

    Abbe Dienstag

    Recent New York state court decisions in GSO Coastline v. Global A&T Electronics present a cornucopia of issues arising under standard indenture clauses. First, beware of seemingly technical amendments to indentures that have substantive consequences, says Abbe Dienstag of Kramer Levin Naftalis & Frankel LLP.

  • Contra Proferentem Doesn't Always Mean 'Against The Insurer'

    Paul Sullivan

    It makes little sense to apply the doctrine of contra proferentem to insurers where the contract language at issue has been agreed to by sophisticated parties, and it makes no sense at all to apply the doctrine to contract language drafted by a broker working on behalf of an insured, say Paul Sullivan and Jeffrey Gordon at Zelle LLP.

  • Ensuring Vendors Aren't The Weak Link In Your Security Chain

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    Get rid of the notions that your vendors will take care of their own security and that you do not need to worry about what they do. The conceptual approach for managing vendors should mirror the conceptual approach for managing information security risk internally, say David Winters and Andrew Foreman of Butler Rubin Saltarelli & Boyd LLP.

  • EEOC Won't Budge On EEO-1 Pay Data Collection

    Michael S. Burkhardt

    Although revisions to the Equal Employment Opportunity Commission's EEO-1 reporting proposal may alleviate some of the burden placed on employers, the core earnings and hours worked data that the commission proposes to collect remains largely unchanged, say attorneys at Morgan Lewis & Bockius LLP.

  • Lehman Court Flip-Flops On Flip Provisions

    Patrick E. Fitzmaurice

    A recent decision from a New York federal judge in the Lehman Brothers bankruptcy case departs from precedent in the same case in determining that so-called “flip” provisions in swap agreements are protected by the Bankruptcy Code’s safe harbor provisions for swap agreement transactions, say Patrick Fitzmaurice and Stephen Roach of Troutman Sanders LLP.

  • How Law Firms Can Create Next-Generation Office Spaces

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    Law firms today are recognizing that the process of creating a next-generation workplace is far more complex than relocating to a more modern space in a trendier part of town. The challenge is more significant for larger firms with multiple generations represented within their executive teams, says Tere Blanca, founder of Miami-based Blanca Commercial Real Estate Inc.

  • Selling Your Twinkie And Eating It Too

    Alan S. Kaden

    Less than four years after Twinkie maker Hostess Brands was in bankruptcy, the company’s current owners recently agreed to sell interests in Hostess to a special-purpose acquisition company in a deal that involves a "tax receivable agreement" — a growing trend in which tax attributes of the target company are monetized for sellers’ benefit, say attorneys with Fried Frank Harris Shriver & Jacobson LLP.

  • Pitfalls Of The 2-Contract Approach To Software Licensing

    Joseph C. Guagliardo

    There may be reasons to cover the terms for the software license and related services under separate agreements. But to avoid a finding that the two agreements should be treated as mutually dependent, the parties’ intentions must be clear in the four corners of the documents, say Joseph Guagliardo and Whitney Redding of Pepper Hamilton LLP.