Viewing: December 2012

Missouri State Contract Cases 2012 (Part 11): Assignment of Legal Malpractice Claims and Insurance Policy Ambiguity

Reversing the trial court, the Missouri Court of Appeals, Western District held that a real estate broker's commission was earned when the landlord and tenant entered a binding agreement setting out a resolution process for determining price, although the process wasn't completed until after expiration of the broker agreement. The Missouri Court of Appeals, Eastern […] Read More

Liquidated Damages Clause Example

People often come to the blog looking for a sample liquidated damages clause. Although I have a nice little piece explaining liquidated damages provisions and cautioning people to avoid including penalty provisions in their contracts, I haven't provided sample language. Liquidated damages clauses should be tailored to the specific situation -- this is particularly important […] Read More

Contracts Quiz: Eternal Obligation?

You're a franchisor and the term of your franchise agreement is five years, but you can terminate it early for cause. The term and termination provision also auto-renews. Do you have the right to elect not to renew the agreement at the end of the initial term or a renewal term? Or are you on […] Read More

Missouri State Contract Cases 2012 (Part 10): Escrow and Collateral Estoppel

Preferred Land Title agreed to act as an escrow agent under a real estate purchase agreement, although there was no written escrow agreement. The buyer delivered an earnest money deposit check to the title company, and the title company informed the seller that it had received the check and would deposit it that business day. […] Read More

Top 10 Hors d’oeuvres for Contracts Aficionados

It's that time of year ... time for bloggers to put together a list of their top posts as the new year approaches. Well, I'm happy to get ahead of the curve and serve as the antipasto -- the hors d'oeuvre, the aperitif, the opening act -- for the more substantial bloggers among us who'll […] Read More

Missouri State Contract Cases 2012 (Part 09): Personal Guarantee, Rescission, and TCPA

In a case involving two uninsured motorist policies, the Missouri Court of Appeals, Eastern District held that a State Farm policy provided coverage only to the extent that its policy limits exceeded the primary underinsured motorist coverage. Two provisions in the policy were at issue. One read, The most we pay will be the lesser […] Read More

Breach of Contract for Being Snubbed at Dinner?

If your friend invites you to a dinner party, but no one’s home when you arrive, can you sue for breach of contract? Of course being so litigious could harm your social life, but could you prevail? Probably not. Dinner invitations involve the basic elements of contract formation — there’s an offer, acceptance, and arguably […] Read More

Missouri State Contract Cases 2012 (Part 08): Arbitration, Quantum Meruit, and Action on Account

In this case that I discuss in Arbitration Might Just Be the Most Exciting Area of Contract Law, the Missouri Court of Appeals, Western District held that a merger clause in an installment contract precluded a separately-signed arbitration agreement from being effective. In a dispute among law firms over splitting attorneys' fees in a successful […] Read More

Considering a Contract’s Legal-Battle Rating

I've often had clients ask me to keep their contracts short and simple. That's a great goal, especially since two of the purposes of a written contract involve informing the parties about their business relationship. The less accessible a contract is to the people who need to read it, the less helpful it'll be. Another […] Read More

Arbitration Might Just Be the Most Exciting Area of Contract Law

Most areas of contract law change very little over time. When a new way of doing business comes along, the law might take a while to figure out how to deal with it, but eventually a consensus approach (or two) is adopted by the courts, and things hum along once again. An example during my […] Read More

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