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Contract Drafting Contract Interpretation Contract Disputes

Whitman Legal Solutions, LLC

Why People “May” Incorrectly Use “Shall,” “Must,” and “Will” Even Though They “Should” Know Better

Contracts, real estate leases, and other legal documents also often include provisions that are mandatory (like obligatos) and/or are optional (like ossias). Terms such as "shall," "must," "will," "may," and "should” each...more

Dorsey & Whitney LLP

Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

Dorsey & Whitney LLP on

English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when...more

A&O Shearman

It’s not you, it’s me: relational contract to be interpreted like all others

A&O Shearman on

The Court of Appeal has (thankfully) confirmed there are no special rules of interpretation when it comes to relational contracts. This was a dispute about whether Quantum Actuarial had to do what was necessary to...more

A&O Shearman

A cautionary tale of the importance of keeping track of changes

A&O Shearman on

A recent Scottish case involving a dispute over the calculation of the purchase price under a share purchase agreement highlights the importance of ensuring that definitions (and other terms in an agreement) accurately...more

Ward and Smith, P.A.

When Is a Deal a Deal?

Ward and Smith, P.A. on

Oftentimes, individuals attempt to negotiate deals on their own without the benefit of legal advice and assistance. At best, this can lead to certain pitfalls. At worst, this can lead to the complete invalidity of the...more

Jones & Keller, P.C.

The Importance of Contract Language

Jones & Keller, P.C. on

Several years ago, unclear, ambiguous, and inconsistent contract language (not to mention some bizarre lawyer shenanigans) cost the owner of the Los Angeles Dodgers one-half of the team in divorce proceedings...more

Allen Matkins

Howsoever Denominated, This Was Not Promissory Fraud

Allen Matkins on

Parties exchange drafts of a contract and before signing one party surreptitiously substitutes provisions in the copy to be executed.  Some might call this "promissory fraud", but as Justice William Dato explains in an...more

A&O Shearman

Bacardi guaranteed or indemnified to breeze through contractual interpretation

A&O Shearman on

Once again the court looks at the vexed question of the distinction between a guarantee and an indemnity....more

Littler

Supreme Court of Canada Clarifies Duty to Exercise Contractual Discretion in Good Faith

Littler on

In 2020, the Supreme Court of Canada (SCC) heard arguments in Wastech Services Ltd. v. Greater Toronto Sewage and Drainage District, 2021 SCC 7 (Wastech) and C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (Callow), both of which...more

A&O Shearman

Judge hadn't erred by referring to pre-contractual negotiations

A&O Shearman on

The Court of Appeal has briefly considered the old chestnut of the admissibility of pre-contractual negotiations as an aid to interpreting an agreement: Morris Homes v Cheshire West and Chester Council....more

Goodwin

English Court Rules On COVID-19 Material Adverse Effect In M&A Transaction

Goodwin on

On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more

McDermott Will & Emery

[Webinar] Data License Agreement Litigation – What You Need to Know - October 28th, 12:30 pm - 1:30 pm EDT

McDermott Will & Emery on

Data license agreements have been a hot ticket item of the digital health market and are here to stay. With the exponential growth in licensed data, including de-identified patient data, data license agreement litigation and...more

Bennett Jones LLP

Dangers of a Self-Drafted Letter Agreement

Bennett Jones LLP on

Court Unwilling to Impose a Reasonableness Limit on Expenditures - Exploration expenditures incurred to earn into a mining claim did not have to be reasonable, the B.C. Court of Appeal recently held in American Creek...more

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