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Unenforceable Contract Terms

Jenner & Block

Delaware Supreme Court Reaffirms Reluctance to Blue-Pencil Overbroad Restrictive Covenants in Sunder v. Jackson

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The Delaware Supreme Court’s decision in Sunder Energy, LLV v. Jackson, No. 455, 2023, 2024 Del. LEXIS 407 (December 10, 2024) reaffirmed the courts’ limited willingness to modify or “blue-pencil” overbroad restrictive...more

Cooley LLP

The Million-Pound Question (Revisited): Is My Contract Unfair?

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The decision of the High Court of England and Wales in Durber v. PPB Entertainment Ltd is another helpful case study in how to host a consumer-facing website. It is interesting, given how much time is spent carefully drafting...more

Marshall Dennehey

A Double Take: Workers’ Compensation Liens Render UIM Non-Duplication Clauses Unenforceable

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Key Points: Delaware Superior Court permits injured plaintiffs-employees to board medical bills and lost wages already paid by the workers’ compensation carrier in subsequent UIM claim related to the same incident, despite a...more

Fenwick & West LLP

That’s a Wrap: Ninth Circuit Signals Tougher Standards for Enforceability of Online Agreements

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On February 27, 2025, the Ninth Circuit affirmed the district court’s ruling in Chabolla v. ClassPass, finding that the “sign-in wrap agreement” on the ClassPass website was not an enforceable contract because it did not...more

Fisher Phillips

Federal Appeals Court Provides 3-Step Roadmap For Creating Enforceable Online Agreements

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A recent federal appeals court decision rejecting a business’s attempts at enforcing its online arbitration agreement offers lessons for businesses across the country on how to craft a valid agreement for your website. The...more

Katten Muchin Rosenman LLP

The Latest Attack on Consumer Arbitration Agreements

The war against arbitration agreements continues apace. The latest volley comes from the U.S. Court of Appeals for the Fourth Circuit, Johnson v. Continental Finance Company, LLC, No. 23-2047 (4th Cir. Mar. 11, 2025). In...more

A&O Shearman

Disputes 101 – What can’t you agree to do in your contract?

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Beware of a penalty shoot-out - The rule against penalties is rooted in public policy, aiming to prevent contractual provisions that punish the breaching party rather than protecting the interests of the innocent party. The...more

Cadwalader, Wickersham & Taft LLP

To Pay, or Not to Pay, the Co-op’s Attorneys’ Fees; That is the Question

On January 28, 2025, the New York Appellate Division, First Department refused to enforce a contractual provision that required a tenant-shareholder to pay a co-op’s attorneys’ fees in all lawsuits that the tenant-shareholder...more

Carlton Fields

Eleventh Circuit Holds Arbitration Agreement Unenforceable Against Spouse of Former Employee

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In Lubin v. Starbucks Corp., the Eleventh Circuit Court of Appeals considered defendant Starbucks’ appeal of an order denying its motion to compel arbitration of the plaintiffs’ lawsuit alleging that Starbucks sent deficient...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

New York Federal Court Ruling Highlights a Potential Pitfall in Settlement Agreement Enforcement

On January 8, 2025, the U.S. District Court for the Eastern District of New York held that an employee’s refusal to sign a confidentiality and nondisparagement acknowledgment form annexed to a settlement agreement resolving...more

Warner Norcross + Judd

Contractors Beware: Licensure Foot-faults Could Make Your Construction Contract Unenforceable

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Under the Michigan Occupational Code, residential building, maintenance and alteration contractors must be licensed to perform certain types of work. The Michigan Supreme Court held in Stokes v. Millen Roofing, 649 N.W.2d 371...more

Stikeman Elliott LLP

Hungry for Consideration in Employment Agreements: Are Peppercorns Off the Menu for Employers?

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In the recent decision of Sui v HungryPanda Tech Ltd., 2024 BCSC 1856 (“HungryPanda”), the Supreme Court of British Columbia invalidated a termination provision in an employment agreement by finding the employer had failed to...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

Ontario Court Reaffirms Importance of Clear and Compliant Language in Employment Agreements

In December 2024, the Court of Appeal for Ontario released its highly anticipated decision in Dufault v. Ignace (Township). The three-judge panel determined that the “for cause” termination clause contained in the employee’s...more

Miller Canfield

Michigan Court of Appeals: No Parental Indemnification for Child Injuries

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Can parents legally agree to financially protect third parties from claims arising from their children’s injuries? In MK v. Auburnfly, LLC, (No. 364577, 2024 WL 5148278, Dec. 17, 2024), a published opinion, the Michigan Court...more

Ballard Spahr LLP

New Jersey Supreme Court Enforces Stand-Alone Class Action Waiver

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Earlier this year, the New Jersey Supreme Court held in Pace v. Hamilton Cove that class action waivers in consumer contracts that do not contain an arbitration clause (i.e., a stand-alone class action waiver) are not per se...more

Husch Blackwell LLP

NJ Court Rules Clickwrap Arbitration Clause Enforceable

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On March 31, 2022, a lawyer and her husband sustained personal injuries after their rideshare driver ran a red light and collided with another vehicle. The lawyer underwent numerous surgeries and other procedures after...more

Littler

Ontario, Canada Court Finds Termination Provisions Unenforceable and Awards Employee Punitive Damages

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Wilds v. 1959612 Ontario Inc., 2024 ONSC 3452, involves a wrongful dismissal action in which the employee brought a motion for summary judgment. The court found the termination provisions in her employment agreement were...more

Goodwin

Ninth Circuit Strikes Mass Arbitration Agreement as Unenforceable under California Law

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On October 28, 2024, the Ninth Circuit struck a mass arbitration agreement as unconscionable and unenforceable under California law in Heckman v. Live Nation Ent., Inc., No. 23-55770.  The three-judge panel affirmed the...more

Epstein Becker & Green

Commission Commitments: Massachusetts Appeals Court Upholds Obligation to Continue Paying Commission for the Life of the...

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Drawing from established precepts of Massachusetts law that a judge may fill in an omitted contractual term consistent with the intent of the parties, a Massachusetts Appeals Court recently affirmed a trial court’s conclusion...more

WilmerHale

Beating the Odds: First Circuit Doubles Down on Massachusetts Decision Enforcing Noncompete Against Sports Betting Executive Newly...

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Against a growing trend of legislation and broader efforts seeking to limit or eliminate post-employment noncompetition restrictions, recent Massachusetts and First Circuit decisions in a dispute between DraftKings and one of...more

Morrison & Foerster LLP

Kodiak Two Years Later: Is Delaware’s Blue Pencil Turning Red for Non-Competes?

October 6, 2024 marks the two-year anniversary of Kodiak Building Partners, LLC v. Adams—the case in which the Delaware Chancery Court refused to enforce a sale-of-business non-compete against an executive who received $1...more

BCLP

Smart Contracts and the Use of Arbitration to Resolve Related Disputes

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In recent years, technology advancement has introduced new methods for contract formation. In particular, the rise of blockchain technology has led to the emergence of “smart contracts”, which are digital contracts which...more

Morrison & Foerster LLP - Social Media

Lose Your Illusion: District Court Holds That Unilateral Modification Clause Makes TOS Unenforceable

On August 8, 2024, the U.S. District Court for the Eastern District of Virginia in Lovinfosse v. Lowe’s Home Centers, LLP addressed the enforceability of an arbitration clause in Lowe’s terms of service, serving as a reminder...more

Kohrman Jackson & Krantz LLP

Sixth Circuit Says Not So Fast on the Last Chance Agreement

In a recent decision involving the validity of a last chance agreement, the Sixth Circuit concluded that the embedded release of all claims against the employer was not knowingly and voluntarily entered into by the employee...more

Mandelbaum Barrett PC

New Jersey Supreme Court Invalidates Non-Disparagement Provision Against Alleged Victim of Discrimination and Harassment

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In Savage v. Township of Neptune, et al., (A-2-23, decided May 7, 2024), the New Jersey Supreme Court analyzed and invalidated a non-disparagement provision included in a settlement agreement against a plaintiff alleging...more

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