The Delaware Limited Liability Company Act allows for the fiduciary duties of a member to be expanded, restricted, or eliminated by provisions in the operating agreement of a limited liability company (“LLC”). If drafters...more
Under Delaware law, the implied covenant of good faith and fair dealing attaches to every contract by operation of law and is best understood as an implied term. The purpose of the doctrine is to ensure that parties deal...more
As discussed in part one of this series, a Joint Operating Agreement’s (JOA) exculpatory clause relieves the designated “operator” from liability for certain conduct or activities. But, as explained by the Texas Supreme Court...more
The Joint Operating Agreement (JOA) is often the key contract between parties that have a shared interest in oil and gas exploration, development, and production in a designated area. And one of the most contested provisions...more
Arctic cold and historic snowfall this February have caused substantial disruption nationwide, in particular in the state of Texas. Widespread, record low temperatures, combined with unprecedented demand on the power supply,...more
The predicted wave of force majeure litigation related to COVID-19 has now become reality. Lawsuits are increasingly being filed by parties to contractual disputes, and practitioners are increasingly being called upon to...more
7/31/2020
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In a turbulent economy, circumstances often arise in which a party seeks to avoid contractual obligations by invoking a force majeure provision in the relevant agreement. The following checklist offers a preliminary way...more