Viewing: January 2013

Missouri Contract Cases 2012 (Part 17)

Loreen Olson brought an action alleging breach of contract and related claims, in which she asserted that the Dean of the College of Arts and Sciences had offered her the job as chair of the Communications Department at a meeting, and she had accepted. The dean then sent Olson two offer letters, one for a […] Read More

Business Due Diligence Tips

In my recent piece about properly signing contracts, I gave a plug for a video called "How to Research a Company on the Interwebs" on Katie Lane's Work Made for Hire blog. The video takes you step-by-step through basic due diligence, including searching the Secretary of State's records. Yesterday, Paula Brillson, a New York lawyer […] Read More

Missouri State Contract Cases 2012 (Part 16): Spousal Guarantees and Independent Contractors

I wrote about this case, which involves backdating contracts, in Backdating Contracts Is Tricky Business. In addition to the loan I discussed in that post, the appellate court considered FH Partners' ownership of another loan and held that FH Partners had a partial ownership interest in the loan, reversing the trial court. On review of […] Read More

Backdating Contracts Is Tricky Business

It's not unusual for parties to a contract to want the written agreement to cover a period before it's actually signed. There are any number of contexts where this comes up -- some legitimate and others not exactly aboveboard -- but the logistics of negotiating and signing contracts are such that the issue is unavoidable. […] Read More

Missouri Federal Contract Cases 2013 (Part 01): Regulation B and Economic Loss Doctrine

The United States District Court for the Western District of Missouri held that the spouse of a debtor was liable under a personal guarantee that she signed. The spouse argued that she was protected by the Equal Credit Opportunity Act (ECOA), which prohibits a creditor from discriminating against any applicant for credit on the basis […] Read More

Have You Thought About Consideration?

When people enter into a contract, everything changes. Before the contract is formed, people can change their minds. They can walk away from negotiations, ask for a higher price, or decide to do business with someone else. After the contract is formed, they have to do what they promised. Contracts are promises that courts will […] Read More

Missouri State Contract Cases 2012 (Part 15): Lost Profits and Constructive Eviction

In an action for fraudulent misrepresentation, the Missouri Court of Appeals, Western District affirmed the trial court's grant of summary judgment in favor of the defendant, concluding that the plaintiff, a coal company, was unable to prove damages for lost profits. Lost profits are generally not recoverable as damages, because they are too speculative; however, […] Read More

Non-Competes in Missouri

The Missouri Supreme Court decided an important case a few months ago involving non-competition and non-solicitation provisions in employment agreements. In Whelan Security Co. v. Kennebrew, the Supreme Court enforced a non-competition agreement and modified non-solicitation agreements against out-of-state former employees. My labor and employment colleague, Gerry Richardson, wrote a blog post about the Whelan […] Read More

Insurance Claims: A Tale of Stench and Loss

A recent Seventh-Circuit case should serve as a cautionary tale that business owners need to consider the requirements of applicable insurance policies when trying to resolve a quality issue with a customer. When Arbor Homes LLC's plumbing contractor, Willmez Plumbing Inc., made a major mistake, Arbor worked with its customers, the Lorches, to make them […] Read More

Missouri State Contract Cases 2012 (Part 14): Personal Guarantee and the Voluntary Payment Doctrine

The Missouri Court of Appeals, Western District reversed the trial court's grant of summary judgment in favor of Lafarge North America in its claim against Miller, the sole owner of a limited liability company, holding that material facts were in dispute as to whether Miller had agreed to personally guarantee Tiger's obligations. An employee of […] Read More

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