Commercial Contracts

  • December 19, 2014

    Texas High Court Will Hear Life Partners Securities Suits

    The Texas Supreme Court on Friday agreed to resolve a split among lower appellate courts on whether life settlements — fractional interests in insurance policies — sold by Life Partners Inc. can be regulated as securities, granting review to a putative class action and an enforcement suit from state regulators.

  • December 19, 2014

    Lehman Trustee Seeks To Recover $98M From Wells Fargo

    Lehman Brothers Inc.’s liquidating trustee on Friday filed a $98 million adversary proceeding against Wells Fargo Bank NA in New York bankruptcy court seeking to recover collateral under a swap agreement the bank allegedly ended when Lehman went under.

  • December 19, 2014

    Calif. Panel Says Concepcion Defeats Broughton-Cruz Rule

    A California appellate panel Thursday bolstered the Federal Arbitration Act's preemption in the Golden State, finding the U.S. Supreme Court's Concepcion decision and the state high court's Iskanian ruling defeat a judge's reliance on the Broughton-Cruz rule to deny Citibank NA's bid to arbitrate an insurance consumer class' injunctive-relief claims.

  • December 19, 2014

    Ex-Kedem Biz Partner Ducks Sanctions In Egg Cooker IP Row

    A Florida federal judge on Friday denied Kedem LLC's request to sanction its former business partner Team International Group America Inc. for failing to produce requested information about product sales in Europe in Kedem's patent infringement and breach of contract suit against the kitchenware maker.

  • December 19, 2014

    Samsung Tells High Court Memory Cartel Suit Should Survive

    Samsung Electronics Co. Ltd has urged the U.S. Supreme Court to reject Panasonic Corp.’s bid to rebury Samsung’s antitrust suit alleging Panasonic restrained competition through a patent-licensing deal on secure digital memory cards, arguing that the Ninth Circuit rightly found that Samsung alleged a single continuing violation.

  • December 19, 2014

    FERC To Hear American Airlines' NYC Jet Fuel Row

    The Federal Energy Regulatory Commission on Thursday agreed to hear a complaint filed by American Airlines Inc. against Buckeye Pipe Line Co. LP claiming the airline overpaid Buckeye $4.3 million for jet fuel transportation to the three major New York City-area airports.

  • December 19, 2014

    Credit Suisse Hit With $40M Verdict In Texas Loan Fight

    A Texas jury on Friday awarded a Highland Capital Management LP-managed entity $40 million, finding the Dallas-based hedge fund was defrauded by Credit Suisse AG units about the value of Las Vegas real estate underlying a $540 million refinancing loan.

  • December 18, 2014

    Calif. Panel Nixes $82M US Bank Win In Skyscraper Loan Suit

    A California appeals court on Wednesday reversed U.S. Bank NA's nearly $82 million award in a loan dispute with the bankrupt owners of a Los Angeles skyscraper, ordering the trial court to revisit an erroneously calculated $14 million prepayment.

  • December 18, 2014

    20 States Climb Aboard Syngenta GMO Corn Class Actions

    Illinois, Colorado, Minnesota and 17 other states have joined class actions in Kansas and Missouri filed by corn farmers, grain exporters and others who accuse Syngenta Corp. of “tainting” the U.S. corn supply with genetically modified seed before China gave import approval.

  • December 18, 2014

    Rays Stadium Search Deal Blocked By St. Petersburg Council

    The St. Petersburg, Florida, City Council voted Thursday against an agreement that would have allowed the Tampa Bay Rays to explore stadium sites in surrounding Pinellas and Hillsborough counties, a move that the Rays organization said could doom Major League Baseball in the region.

  • December 18, 2014

    Accused Facebook Scammer Claims Immunity In Criminal Suit

    A man facing criminal charges for allegedly bringing a sham lawsuit claiming he owned half of Facebook Inc. asked a New York federal judge on Wednesday to grant him immunity because the merits of his civil case never saw the light of day.

  • December 18, 2014

    Judge Stalls Arbitration Bid In Wells Fargo False Ad Suit

    A California federal judge on Thursday tentatively rejected a bid by Wells Fargo Bank NA to force a Visa-branded gift card purchaser to arbitrate class action claims of deceptive marketing, but asked for additional briefing after the bank showed the product's packaging contained an obvious arbitration provision.

  • December 18, 2014

    Kogan Trichon Breached Office Lease Deal, Pa. Judge Says

    After rejecting arguments that the owners of a Philadelphia office tower refused to engage in good faith negotiations, a Pennsylvania state judge refused to reconsider a ruling that Kogan Trichon & Wertheimer PC breached a lease agreement for its former offices.

  • December 18, 2014

    NFL Dodges Players' Painkiller Class Action

    A California federal judge on Wednesday tossed ex-National Football League players' class action claiming that the league encouraged them to abuse painkillers, ruling that a collective bargaining agreement preempted the claims.

  • December 18, 2014

    Reed Smith Nears KO In Promoter's $10M Defamation Suit

    A California judge on Thursday delivered an uppercut to a boxing promoter’s $10 million suit alleging a Reed Smith LLP partner made defamatory statements about him, tentatively ruling the statements are covered by California laws protecting speech connected to litigation.

  • December 18, 2014

    Texas Court Won't Nix Jurisdiction In Pepsi Asbestos Suit

    A Texas appeals court on Thursday affirmed a lower court's jurisdiction in a lawsuit brought by a PepsiCo Inc. subsidiary over an allegedly secret $308 million asbestos settlement with Cooper Industries LLC, finding the facts of the case were sufficiently connected to Texas despite the companies' nonresident status.

  • December 17, 2014

    3rd Circ. Greenlights Sanctions Bid In Veggie Contract Row

    A Third Circuit panel on Wednesday freed frozen vegetable company Unilink LLC officers from liability to supplier Food Team International Ltd. after Unilink canceled a broccoli contract, but the court said the company and its attorney could potentially be sanctioned for failing to disclose its insurance policy.

  • December 17, 2014

    Fox Can't End Directors' Home-Video Profits Class Action

    A California judge on Wednesday rejected Twentieth Century Fox Film Corp.’s bid for a quick win in a putative class action alleging it withheld home-video profits from directors of old Hollywood movies, ruling class representative Mark Rydell has standing even if his film is unprofitable by Fox’s calculation.

  • December 17, 2014

    C&J Energy Asks Court To Ax Voting Ban In $2.9B Nabors Deal

    C&J Energy Services Inc. urged Delaware's Supreme Court Wednesday to undo a 30-day injunction preventing the oil field company from holding a shareholder vote on a proposed $2.9 billion merger with the hydraulic fracturing and well-sealing units of Nabors Industries Ltd., saying the Chancery Court erred by ordering the freeze.

  • December 17, 2014

    Westlake Sues Contractors Over Allegedly Deadly Botched Job

    A Houston construction company breached a $400 million contract by botching a Louisiana chlor-alkali plant construction job that injured dozens and killed one worker, according to a complaint filed Tuesday by Westlake Chemical Corp.

Expert Analysis

  • Inside NY Commercial Mortgage Loan Opinion Practice

    Lawrence J. Wolk

    As a frequent deliverer and recipient of commercial mortgage loan legal opinion letters, I am often asked, “What is the norm?” or “Is this standard or customary practice in New York these days?” Customary practice is, by definition, continuously evolving, but consider these 13 legal opinion practices that appear to be the norm in New York, says Lawrence Wolk of Rosenberg & Estis PC.

  • OFAC Compliance: 5 Challenges You May Face In 2015

    Sven Stumbauer

    Criminal penalties for willful violations of Office of Foreign Assets Control sanctions can include fines of up to $20 million and imprisonment of up to 30 years. Worse yet, a single transaction can produce multiple violations. Given those risks, many boards and senior executives have moved OFAC compliance to the top of their agendas, says Sven Stumbauer of AlixPartners LLP.

  • Louisiana Weighs In On Double Derivative Action Debate

    Andrew R. Lee

    In a case of first impression in Louisiana, the state's Fourth Circuit Court of Appeal has recognized the procedural availability of the “double derivative” action, allowing minority members of a parent LLC to bring an action on behalf of the parent's wholly owned subsidiary LLC for wrongful acts against the subsidiary. The ruling follows case law from other states, including Delaware, say Andrew Lee and Brett Venn of Jones Walker LLP.

  • What Happens When Legal Aid Cuts Stimulate Pro Bono?

    Kevin J. Curnin

    The bad news coming out of the European Pro Bono Summit in November was the rising toll of heavy cuts to public legal aid in England. From this crossroad, there is a lot to be learned about the relationship between public and private assistance, the direction of legal help for the poor in the EU, and whether the American legal aid/pro bono experience offers a road map for what’s next in Europe, says Kevin Curnin of the Association ... (continued)

  • Option Deals For Biotech: Ensuring They Are Enforceable

    Brian Goldstein

    While many biotech founders and investors believe their scientific efforts will generate substantial value, big pharma is often unwilling to pay significant sums to acquire products before significant derisking is undertaken — to bridge this gap, big pharma and early-stage biotech companies have turned to option deals to accomplish their respective goals, says Brian Goldstein of Choate Hall & Stewart LLP.

  • Exchange Act Does Not Prohibit Big Boy Letters

    Susan F. DiCicco

    Companies weighing the value of no-reliance clauses in agreements have good reason to include them, as federal courts continue to enforce disclaimers of reliance in contracts between sophisticated parties, including in so-called “Big Boy” letters, say Susan DiCicco and Matthew Ladd of Morgan Lewis & Bockius LLP.

  • In-House Forecast For 2015: Past Is Prologue

    Veta T. Richardson

    Taking stock of 2014 trends — from increasing multinational expansion to new anti-corruption laws to major data breaches affecting millions of customers — provides a good opportunity for corporate counsel to renew their focus on a number of issues deserving attention in 2015 and beyond. Consider a few takeaways, says Veta Richardson, president and CEO of the Association of Corporate Counsel.

  • 3 Questions To Ask Yourself Before Hiring Appellate Counsel

    David Axelrad

    In the classic case, a client and his attorney seek appellate counsel after the trial court proceedings are concluded. But these days, “classic cases” are few and far between — more and more, appellate lawyers assist in the trial court with preservation of the appellate record and compliance with the many technical rules of appellate procedure, says David Axelrad of Horvitz & Levy LLP.

  • What Lawyer-Novelists Learned From Being Lawyers

    Michael H. Rubin

    The consensus that emerged from my discussions with several lawyers who have become best-selling novelists is that the traits it takes to be a great lawyer are invaluable in crafting first-rate mysteries and thrillers. Both thriller authors and lawyers possess a concentrated attention to detail that allows them to create a logical framework for their story, brief or courtroom presentation, says Michael Rubin of McGlinchey Stafford PLLC.

  • Producers Beware: When Waivers And Releases Don’t Work

    Matthew Savare

    One way that producers — especially ones for unscripted TV — try to mitigate their risks is to require all on-screen participants to sign very broad waivers and releases. But will these agreements survive judicial scrutiny? In a recent California appeal, it did not, and the case should serve as a warning to producers everywhere, say Matthew Savare and John Wintermute of Lowenstein Sandler LLP.