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Business Litigation Contract Terms

Morris James LLP

Chancery Finds Merger Validly Amended LLC Agreement and Effectively Removed the LLC’s Manager

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Campus Eye Management Holdings LLC v. DiDonato, C.A. No. 2024-0121-LWW (Del. Ch. Aug. 30, 2024) - This case arose out of a dispute between an optometrist who sold a majority stake in his company to a private equity buyer,...more

Jackson Walker

Texas Business Court Upholds Fiduciary Duty Waivers and Clarifies Limits on Partnership Agreement Provisions

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Only six months into a complicated partnership dispute, the Business Court of Texas, 1st Division, issued a thorough summary judgment opinion and order in the case of Primexx Energy Opportunity Fund, LP v. Primexx Energy...more

Gray Reed

How Does the Model Form JOA Address an Operator/Non-Operator Dispute?

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Texas Crude v. Burlington Resources Oil and Gas considers the relationship between the operator and non-operators under Articles V and VI of the 1982 Model Form Joint Operating Agreement....more

Lewitt Hackman

Toll-Free Legal Strategy: The Benefits of a Tolling Agreement

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Filing a lawsuit may not always be the answer when a business or individual has been harmed by another’s wrongful conduct. It is important to evaluate all options and consider strategies that will avoid litigation altogether...more

Mayer Brown

Delaware Law Alert: Chancery Court Clarifies Delaware’s Position on Sandbagging and the Use of a Transaction Multiple to Calculate...

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AT A GLANCE - The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more

Offit Kurman

Creative Ways to Avoid Litigation

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When disputes arise, parties very often go straight to filing a lawsuit. Sometimes, that tactic can be effective. However, it may not be so effective for those individuals or small businesses seeking to minimize costs. Costs...more

Mayer Brown

English Court of Appeal Rules on "Loss of Anticipated Profits" Exclusion Clause

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The Court of Appeal recently considered whether a clause excluding claims for "loss of anticipated profits" prevented the claimant from bringing a claim for loss-of-profit damages stemming from an alleged breach of contract....more

Farrell Fritz, P.C.

No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean

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Not long ago, we wrote about the vital need for strict compliance with contractual options to buy or sell closely-held business equity interests. As we noted then, failure to strictly comply with any contractual conditions...more

DLA Piper

Ninth Circuit Issues First Published Opinion Addressing Mass Arbitration

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The US Court of Appeals for the Ninth Circuit issued its first published opinion addressing mass arbitration on February 28, 2025, following the court’s decision in Heckman v. Live Nation Entertainment, et al., 120 F.4th 670...more

Husch Blackwell LLP

Cannabis Debts, Collections, and Lawsuits

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Cannabis companies of all sizes have likely come across the issue of having to pursue badly behaved accounts receivable. What was once a time of prosperity has now turned into a business climate of pessimism and regret where...more

BCLP

Battle of the Forms: A Recent Example

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In this Insight, first published in the March 2025 edition of the NEC Newsletter, Shy Jackson considers the topic of the “battle of the forms” in the context of a recent Scottish case, Caledonia Water Alliance v Electrosteel...more

Farrell Fritz, P.C.

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

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Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Jackson Walker

Texas Supreme Court Clarifies Limits on Business Fiduciary Duties

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On February 21, 2025, the Supreme Court of Texas delivered a significant ruling in the case of Pitts v. Rivas, addressing the issue of fiduciary duties within professional relationships. The Court concluded that no fiduciary...more

Morris James LLP

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

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Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Venable LLP

Despite Chancery Court Decisions in Recent Years, Agreements Continue to Include Transfer Restrictions That May Not Be Enforceable

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Despite recent decisions by the Delaware Court of Chancery, many key corporate documents continue to include restrictions on indirect transfers of equity that may not be enforced if challenged in court....more

Fox Rothschild LLP

IFA Takeaways: How Smart Franchisors Stay Out of Court

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The International Franchise Association’s Annual Convention is always filled with useful take home information for franchise practitioners. Last week, I attended the session “Proactive Strategies for Franchisors to Prevent...more

Arnall Golden Gregory LLP

Hollywood Accounting: Why Every Creator Needs an Audit Clause

The term “Hollywood accounting” describes the stigmatized financial practices employed not only by film studios but also other powerful entities that pay creators, whether they are streaming platforms, recording labels, or...more

Morris James LLP

Chancery Finds that the Plaintiff Successfully Pled Breach of Contract for Milestone Payments

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Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024). In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more

Lathrop GPM

New Jersey Appellate Court Confirms Terminated Retailer Is Not in a Franchise Relationship with Manufacturer

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A New Jersey appellate court affirmed a state trial court’s ruling that a terminated retailer of custom outdoor kitchens was not in a franchise relationship with a manufacturer of outdoor grills and that the New Jersey...more

Lathrop GPM

New Jersey Federal Court Grants Summary Judgment Against Hotel Franchise Agreement Guarantor Enforcing Liquidated Damages...

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A federal court in New Jersey recently granted summary judgment against the guarantor of a hotel franchise agreement, requiring him to pay contractual post-termination damages. Ramada Worldwide Inc. v. Keys Hosp., LLC, 2024...more

Fox Rothschild LLP

Franchising Beyond State Lines: Minnesota Expands Franchise Act Reach

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While the Court found that the bundled costs did not constitute a franchise fee, the MFA may apply to franchisees located outside the state of Minnesota. Pennsylvania based distributor, M&M Creative Laminants’ (M&M) bought...more

A&O Shearman

Disputes 101- Contractual interpretation: through the looking-glass

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If you draft contracts, you want to ensure, if there's ever a dispute, that the court agrees with your meaning. As a litigator, you will want the words to mean whatever your client wants them to mean. Either way, you need to...more

Adams & Reese

“Hidden Ball Trick” – Yankees’ Aaron Judge Case Involving Deception Carries Lessons for Contractors

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The hidden ball trick is a baseball play in which the fielder fakes a throw to the pitcher, so that he can trick the runner into stepping off the base. The fielder then tags out the runner. It’s a deceptive move that can...more

Farella Braun + Martel LLP

Judges Wipe Out Business Interruption Policyholders’ First (And Only) COVID Win

Out of the 1,199 (and counting) trial court rulings addressing Covid business interruption lawsuits, only one of them resulted in a victory for the policyholder. Back in 2022, Baylor College of Medicine won $12 million from...more

Morris James LLP

Key Takeaways from Recent Delaware Restrictive Covenant Case Law

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Partners Vincent Cannizzaro and Barnaby Grzaslewicz recently presented Recent Developments in Delaware Restrictive Covenant Case Law: The Alternative Entity Creep, providing key insights into how Delaware’s courts are...more

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