In M&A transactions, the definitive purchase agreement, whether asset purchase agreement, stock purchase agreement, or merger agreement, typically contains representations and warranties and related indemnification covenants....more
Excluding consequential damages has become a regular part of negotiating engineering and construction contracts. A typical clause excludes recovery of indirect, exemplary, and consequential damages for both parties. Beyond...more
With its strategic location and significant natural resources, Malaysia is an internationally recognized investment-friendly jurisdiction with a significant construction industry. Malaysian law offers procedural safeguards...more
On January 25, 2019, a Florida appellate court certified the following question to the Florida Supreme Court...more
The Non-Disclosure Agreement (“NDA”) is a document that is very often prone to misuse in commercial practice. Often, when business teams from two companies get together, the first thing they do, almost as a box-checking...more
This is the million (sometimes multimillion) dollar question. According to Black’s Law Dictionary, consequential damages are “losses that do not flow directly and immediately from an injurious act but that result indirectly...more
Zirkelbach Constr., Inc. v. DOWL, LLC, 2017 Mont. Lexis 591 (Mont., Sept. 26, 2017) - In interpreting a state statute which makes contractual limitations on a party’s liability unenforceable in certain instances, the...more
A recent federal court of appeals decision endorses consequential damages exclusions in commercial contracts, and makes clear that such limitations are enforceable under North Carolina law. The United States Court of...more
This is the second post in the four-part series “Limitations of liability—The Elephant in the Room.” Waivers of consequential damages have become the industry standard, and these clauses are found in most industry...more
In El Paso Marketing, L.P. v. Wolf Hollow I, L.P., the Texas Supreme Court decided that the economic loss rule and a consequential damages clause eliminated a power plant owner’s claim against a pipeline company for...more