Attorney Fees in Contracts

I’ve advised clients on whether to sue for breach of contract many times over the past several years. In most cases the other side had clearly breached the contract, and my clients would have a solid case. However, they often decide not to bring suit, because the cost of suing would be excessive compared to […] Read More

Court Holds Panera Bread to Its Bonus Program

The 8th Circuit held yesterday that Panera Bread breached contractual obligations owed to its general managers when the company unilaterally placed a cap on their bonuses. The case is unusually interesting in that it deals with a number of contract issues, including unilateral versus bilateral contracts, what constitutes consideration supporting contracts with at-will employees, commercial […] Read More

Drafting Clearer Contracts 2017

Yesterday, I finally had the opportunity to attend Ken Adams’s Drafting Clearer Contracts seminar, when he brought his world tour to St. Louis. I’ve known Ken from the blogosphere and Twitter for several years, but we’d not met until this week. I thoroughly enjoyed the seminar and came away inspired and motivated to continue to […] Read More

Whelan Security Co. v. Kennebrew Update: Noncompetes in Missouri

In this 2013 post, I blogged about Whelan Security Co. v Kennebrew, an important Missouri case involving an employee noncompetition agreement. In that case, the Missouri Supreme Court enforced a general noncompetition agreement and modified a non-solicitation agreement against out-of-state former employees. Specifically, the Court held that a general restriction on competition within a 50-mile […] Read More

Signing a Personal Guarantee Can Be Surprisingly Costly

When you own a small business, signing personal guarantees often seems like a necessary evil. Unless your company has strong credit, landlords, lenders, and others will often require you to personally guarantee your company’s obligations to them. One of the most harrowing experiences I had when I set up my own law firm was signing […] Read More

Signing Quotations

I’ve advised people for years not to sign the other side’s purchase orders, acceptances, quotations, and other ordering documents unless the documents have been fully negotiated. That’s because it puts you at a huge disadvantage in the battle of the forms. I’ve also advised people to negotiate terms that are essential–even if they don’t sign a […] Read More

Revisiting Liquidated Damages

Last week I discussed a case in which a Missouri appellate court upheld personal guarantees when the purported guarantors had signed a promissory note under the words “Personal Guaranty and Acceptance of Terms.” In that same case, the court held that a “late fee” was an unenforceable penalty, rather than an enforceable liquidated damages clause. I’ve […] Read More

Revisiting Personal Guarantees

There are a surprising number of cases dealing with whether people who purportedly signed a personal guarantee actually agreed to personally guarantee a contract. Many of the issues I’ve seen arise when someone signs at the bottom of a contract as “guarantor” rather than signing a separate guarantee document. There’s nothing wrong with doing that, […] Read More

Be Careful about Contractual Duties to Provide Insurance

When someone takes on a contractual obligation to provide insurance, that duty can preclude them from looking to the other party for damages covered by the required insurance. In Storey v. RGIS Inventory Specialists, Kenneth Storey leased property to RGIS. The property was destroyed by a fire allegedly caused by one of RGIS’s employees. The […] Read More

Revisiting “No Reliance” Language in Contracts

A (fairly) recent 8th Circuit case reminded me of the importance of including “no reliance” language in even simple contracts. Exploring the idea of drafting simplified contracts for simple situations, I posted a sample contract for a sale of goods a couple of years ago. The idea was to draft a B2B contract that would […] Read More

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