News & Analysis as of

Partnerships Contract Terms

Jenner & Block

Client Alert: Federal Trade Commission Announces New Partnership with Department of Labor

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On September 21, 2023, the Federal Trade Commission (FTC) announced a new memorandum of understanding (MOU) with the United States Department of Labor (DOL) to bolster the FTC’s efforts to protect workers.According to the...more

Farrell Fritz, P.C.

A Lifeline for the Stale “Schedule A”

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One need not peruse the pages of this blog for long to learn that its authors strongly advise against entering into an owners’ agreement that calls on the members to “annually” (or worse, “regularly”) update a critical aspect...more

Farella Braun + Martel LLP

Life Is Too Short for Bad Wine Distribution Agreements: 10 Key Considerations

If you are like most wine brands, DTC through your tasting room, club, and website can only take you so far. Success usually means accessing the general on- and off-premise markets, and accessing those markets means working...more

Kerr Russell

Lordstown Motors Vs Foxconn: 3 Takeaways For Automakers

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As part of its bankruptcy filing, Lordstown sued its strategic partner, Taiwan’s Foxconn, for allegedly setting in motion the circumstances that drove Lordstown into bankruptcy. Lordstown’s lawsuit teaches valuable lessons. ...more

Barnea Jaffa Lande & Co.

Default Arrangements in Israeli Investment Funds – Unwritten Provisions in Partnership Agreements

Israeli investment funds are incorporated as limited partnerships under the Israeli Partnerships Ordinance. Investors are “limited partners” and the fund manager (or another corporation acting on its behalf) is the “general...more

Payne & Fears

Going Rogue: Navigating a Business Through Fraud or Unethical Conduct by a Co-Owner

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Part Two of a Series - Payne & Fears’ Business Litigation Group helps businesses and their owners with wide-ranging disputes. In our practice, we’ve noticed that in disputes among business partners there are common issues...more

Goodwin

Survival Guide to Structuring Life Sciences Partnering and M+A Agreements

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The life sciences space is ever-growing and dynamic as the industry witnesses more companies and, therefore, more collaboration, licensing and M&A agreements, come into the spotlight. While these deals are exciting...more

Farrell Fritz, P.C.

A Bumper Crop: Cannabis Meets Business Divorce

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Unless you’ve been living under a rock, you’ve probably heard that a little over two months ago, New York State Governor Andrew M. Cuomo signed legislation reform advocates and stoners alike have dreamt of for decades,...more

Farrell Fritz, P.C.

Enforceability of Oral Operating, Shareholder, and Partnership Agreements

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Oral agreements – and oral modifications of written agreements – are a constant source of litigation in business divorce cases. Alleged oral agreements are subject to attack based upon legal enforceability – as well as their...more

Epstein Becker & Green

Need to Know: Amendment to Louisiana Non-Compete Statute Took Effect on August 1, 2020

Louisiana has long had in its statutes one of the nation’s most distinctive non-compete laws, and that statute has just been amended in a subtle but important way. LA. R.S. 23:921 essentially provides that every agreement...more

A&O Shearman

First No Contract by Ambush. Now No Contract by Email, Texas Supreme Court Says.

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On February 28, 2020, the Texas Supreme Court reversed a ruling from the First Court of Appeals in Houston in the case of Chalker Energy Partners III, LLC, et al. v. Le Norman Operating LLC, 547 S.W.3d 27 (Tex. App.—Houston,...more

Gray Reed

Texas Supreme Court Says Don’t Mess With a Written Contract

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It is no surprise to Texas Supreme Court watchers that in Energy Transfer Partners et al v. Enterprise Products Partners LP et al. the court rejected claims that the parties had created a partnership by actions that varied...more

Skadden, Arps, Slate, Meagher & Flom LLP

Texas High Court Lays Partnership Formation Questions to Rest

On Friday, January 31, 2020, the Supreme Court of Texas clarified the law of partnership formation in the closely watched case of Energy Transfer Partners, L.P. et al. v. Enterprise Products Partners, L.P. et al. The case...more

King & Spalding

Freedom of Contract Cited as the Reason for Texas Supreme Court's Affirmation of Court of Appeals Judgment in ETP v. Enterprise

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On January 31, 2020, the Texas Supreme Court (the “Court”) affirmed the 2017 judgment of the Dallas Court of Appeals that Texas law upholds the rights of contracting parties to agree not to be partners unless certain...more

Orrick, Herrington & Sutcliffe LLP

Texas Supreme Court: Contracting Parties Can Negate The Formation Of A Partnership Through Contractual Conditions Precedent In...

The Texas Supreme Court issued an important ruling on Friday, January 31, 2020, on the formation of partnerships where parties have provided by contract specific conditions that must be satisfied before a partnership will be...more

Bass, Berry & Sims PLC

10 Trends in Physician Practice Transactions to Track in 2020

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By all accounts, 2019 proved to be another year of significant investment by private equity firms in the physician practice space. Below we discuss 10 trends we observed as counsel on a number of these transactions during...more

Farrell Fritz, P.C.

Court Takes Ambiguity Off the Menu of Restaurant’s LLC Agreement

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I’ve lost track of how many lawsuits I’ve seen between co-owners of New York City restaurants. It’s not surprising given the high percentage of restaurant failures in an intensely competitive market with high rents, high...more

Womble Bond Dickinson

When is a Deal a Deal? Texas Supreme Court Weighs in on Two Landmark Oil & Gas Cases

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Business contracts are often compared to marriages, and for good reason. Both imply a deep level of mutual commitment to the relationship. But at what point in the relationship do businesses say “I do,” and at what point may...more

Perkins Coie

Blockchain Week in Review - August 2019 #4

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U.S. Developments - Enforcement and Litigation Developments - Craig Wright Faces Sanctions - Craig Wright, the self-proclaimed inventor of Bitcoin, has been tied up in litigation since February 2018 related to his...more

Farrell Fritz, P.C.

Can an Arbitrator Order Extra-Judicial Dissolution?

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Often business owners enter into arbitration agreements because they hope it will result in a speedier, less expensive resolution than litigation to disputes with their co-owners. ...more

Dorsey & Whitney LLP

What can hair metal and grunge bands teach us about IP ownership?

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It has been an interesting several weeks in the trademark world that have transported me back to my halcyon days of high school metal and college grunge (but mostly I was a new wave guy). The years-long litigation going...more

Gray Reed

Texas Court Addresses Bad Acts in a Lease Play

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An opinion that observes “Obviously the jury was not overly enamored with Appellants.” is worth discussing. The decision is Stephens et al v. Three Finger Black Shale Partnership et al....more

Farrell Fritz, P.C.

Summer Shorts: Partnership Appraisal and Other Recent Decisions of Interest

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The dog days of August are upon us, a perfect time as I do each year to offer vacationing readers some lighter fare consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more

Gray Reed

Attempt to Prove a Texas Partnership Fails

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Like breaking into CIA headquarters, sneaking into the Vatican, or hanging off the side of the Burj Khalifa, sometimes getting the deal done seems impossible. The key to any successful mission is planning for disastrous...more

Eversheds Sutherland (US) LLP

It Is Not A Duck! $535 million pipeline verdict reversal portends new era of joint venture conflicts.

On July 18, 2017, the Dallas Court of Appeals reversed a 2014 jury verdict that resulted in a $535 million judgment in favor of Energy Transfer Partners, L.P. (“ETP”) against its counterparty (appellate decision linked here)....more

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