Insights
From the team.
1158 articles on contract law, deals, policy and legal technology, including the full Clausehound and DealPrep blog archives.
Consultants are Advised to Read the Consulting Agreement Very, Very Carefully
Consulting agreements between academics and industry provide opportunities for enrichment in every sense of the word - both academically and financially. Academics entering into consulting agreements should get good legal advice, and...
Guarantors: The Third Party to a Lease Agreement
Where a commercial lease agreement so provides clearly and unambiguously, a guarantor can continue to be a guarantor upon the renewal of the lease.
When 'Guarantees' Are Not Explicitly Included in a Commercial Lease Agreement, They Are Not Enforceable
It is important for parties to understand their rights and obligations in standard commercial leases. Strictly speaking, tenants cannot expect to enforce any guarantee not contained in the lease.
Closing Conditions May Include the Acquisition of Assets
Parties may wish to add closing conditions to a share purchase where part of the value of the shares/securities that are being purchased results from an action yet to be taken by...
Anti-Dilution Clause May Prevent Company from Issuing Additional Shares
When subscribing to shares of a company, consider negotiating an anti-dilution provision in your subscription agreement to avoid having your equity holding in the company significantly diluted.
Using the Right Amount of…Force Majeure
In days gone by, an act of God, strikes, horrible weather and the like could result in disruption of business to such an extent that a company would call upon a 'force...
Blog Bite: What legal considerations should be made 'in reality' when contemplating using or providing virtual reality products?
This article posted on our partner site Mondaq.com discusses recent legal developments that have taken place with the advancement of Virtual Reality
Can You Still Use API's After the Google/Oracle Fight?
This article discusses a recent appellate decision which confirmed a lower court's decision to reject Google's arguments and claims to the API source code which it 'borrowed' from Oracle.
Closing Conditions of an Asset Purchase Agreement May Be Waived
Purchasers under an APA may waive any of the closing conditions, but should consider carefully before doing so.
Blog Bite: How can the limitation of liability clause be drafted to be more effective?
This article posted on our partner site Mondaq.com uses case law to discuss the reach of limitation of liability clauses.
Blog Bite: What steps should be taken to due diligence IP for M&A?
Links from this article: Read the article here. When one company acq...
Are Unilateral Changes to Website Terms of Use Agreements Unconscionable?
This article discusses the American case of MacKinnon v. IMVU, Inc., which challenged a website operator's unilateral amendment of the website terms of use.
Planning is Required to Ensure that the Consulting Agreement Contains Only Consultant-Friendly Indemnification Provisions
Indemnities originated in the construction industry where contractors had complete control of the job site, and owners required them to be responsible for any site-related problems that arose.
Non-Transferable Digital Assets and Death: A New Legal Issue
This article discusses the UFADAA, a model US statute that aims to make online websites require confirmation by the account holder that they agree to limit their digital assets in accordance with...
Blog Bite: Does your contractor own the IP developed during the term of their agreement?
When employees resign and enter into consulting agreements, it is important to ensure that all restrictive covenants continue in effect, and that the consulting agreement contain an IP transfer agreement similar to...
Setting Aside Arbitral Awards Is Becoming More Restrictive When It Comes to Asset Purchase Agreements
Parties who choose arbitration to settle disputes under an APA should note that courts have become increasingly reluctant to interfere with arbitration awards if a fair process has been used to arrive...
There's Rent Prices, Then There's Amenities Prices
Business owners will often assume all commercial leases to be standardized agreements, therefore signing without reading.
Keep the Fine Print Up to Date: The Website Terms and Conditions are Important
This article recommends a number of provisions for website owners and internet service providers to consider when drafting their terms and conditions.
An Undervalued Purchase Price Can Face Objection By a Trustee in Bankruptcy
Although parties are generally free to negotiate their sale price, in the case of a sale by a bankrupt, the price must reflect the market value of the assets in order to...
Common Mistakes in Drafting a Distribution Agreement
This article discusses ten (10) common mistakes in the drafting of a distribution agreement.
London Court of International Arbitration (LCIA) Revises Rules to Include Provisions on Conduct of Counsel, Emergency Arbitration, and Consolidation of Arbitrations
The LCIA has made changes to its rules which require parties to an LCIA arbitration to require their counsel to comply with rules of conduct.
Purchase Price May Be Satisfied by Cash or Securities
If the subscriber under a subscription agreement is a corporate body, they may satisfy the purchase price with a mix of cash and equity/debt securities.
Indemnity May Be Limited to a Limited Period of Time
When drafting an indemnity clause in an asset purchase agreement, parties may wish to limit the time period in which the indemnity clause is to be effective.
Lawyers Liable for Damages for Failing to have Consulting Agreement Executed
Sometimes, one mistake leads to another. A Toronto law firm was recently hit with a $40,000 damages award for failing to advise their former client that she consider receiving advice on how...