Topic
Contract Drafting
937 published works
M & A Law Prof Blog
URI — Some Thoughts and Questions
I read the URI brief for summary judgment and Richards, Layton's letter to Judge Chandler again over the weekend (RL is counsel to RAM Holdings). I'm going to wait for…
M & A Law Prof Blog
URI Complaint
You can read URI's complaint here. I'll have full analysis tomorrow. But URI is claiming that section 8.2(e) of the merger agreement which limits equitable remedies to $100 million is…
Delaware Corporate & Commercial Litigation Blog
Chancery Court Champions Freedom of Contract Principles and Applies Bedrock Contract Interpretation Law
West Willow-Bay Court LLC. v. Robino Bay Court Plaza LLC, 2007 WL 3317551 (Del. Ch., Nov. 2, 2007), read opinion here. The Chancery Court in this decision upheld a bedrock…
M & A Law Prof Blog
SLM: The Transcript of the Hearing Today
Here is the transcript of the SLM hearing today. My favorite quote by VC Strine:SLM Attorney: we are still not terminating the agreement, and I think there is a cloud…
Litigation & Trial
Contract Interpretation When The Deal Falls Apart
According to Blawgletter one of those big deals that makes a whole bunch of rich people a whole lot more money just fell apart. Barry wonders if the buyers can…
ContractsProf Blog
Web Terms Incorporated in Written K Even if Not Read
Terms included on a web site that are referred to in a written agreement become part of the contract, even if the other party refuses to visit he site and…
M & A Law Prof Blog
Mistakes M&A Lawyers Make (A Continuing Series)
On Wednesday Fremont General Corporation, the savings and loan and former sub-prime mortgage lender, announced that it has been advised by Mr. Gerald J. Ford that "he is not prepared…
Delaware Corporate & Commercial Litigation Blog
Court Rules on Validity of Signature on Agreement
In Swinford v. World Aviation Systems, Inc. (Del.Ch., Aug. 29, 2007), read opinion here, the Chancery Court dealt with the attempted enforcement by an ex-employer of an agreement with an…
ContractsProf Blog
Adams on the Rule of the Last Antecedent
Contract drafting specialist Ken Adams of the excellent adamsdrafting.com site (left) reports that the battle is over in Canada's Great Comma Case (though the war is still going on) --…
ContractsProf Blog
“Natural Meaning” and Contracts
When a court interprets a contract, it often looks for what is called the "natural meaning" of the language. Sometimes, however, one of the parties argues after the fact that…