Contracts & Commercial
The clauses that decide who bears which risk, and how courts read them when the parties disagree.
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Contracts & Commercial
Contract Interpretation: Plain Meaning, Ambiguity, and Parol Evidence
A court reading a disputed term begins with the writing itself. Extrinsic evidence enters only through ambiguity, and states disagree about how wide that door opens.
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Contracts & Commercial
Specific Performance and Injunctions in Contract Disputes
A court orders performance rather than money only where damages would not make the injured party whole, the decree can be stated clearly, and equity does not bar relief.
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Contracts & Commercial
Limiting Liability: Caps, Carve-Outs, and Consequential Damages Waivers
A liability clause caps recoverable amounts and strikes whole damage categories. State contract law controls whether it holds, and predictable drafting gaps make it fail.
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Contracts & Commercial
Set-Off and Netting Rights Between Trading Partners
Set-off lets a party apply what it is owed against what it owes, but only where the debts are mutual. Contracts and bankruptcy law both change the answer.
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Contracts & Commercial
Conditions Precedent and Closing Deliverables
Conditions precedent decide when a closing obligation comes due. Courts read them narrowly because forfeiture is disfavored, and ambiguous language is usually treated as a promise instead.
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Contracts & Commercial
Requirements and Output Contracts Under UCC Article 2
Open-quantity supply contracts are enforceable because good faith supplies the missing number. A stated estimate, or normal prior volumes, caps what may be demanded or tendered.
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Contracts & Commercial
Warranty Disclaimers in Business-to-Business Sales
Between merchants, implied warranties can be excluded, but the code sets specific wording and visibility requirements, and express warranties are far harder to erase.
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Contracts & Commercial
Termination for Convenience Compared With Termination for Cause
A convenience termination requires no breach but is limited by good faith and usually costs money. A for-cause termination requires a real default and exposes the terminator to damages if it is wrong.
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Contracts & Commercial
Confidentiality Agreements: Scope, Term, and the Residuals Clause
What an NDA actually protects depends on the definition of confidential information, the carve-outs, the survival period, and whether a residuals clause lets memory win.
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Contracts & Commercial
Electronic Signatures and Record Retention Under ESIGN and UETA
Federal ESIGN and state UETA keep an electronic signature or record from being denied effect just for being electronic, provided the parties agreed and the deal is not excluded.
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Contracts & Commercial
Choice of Law and Forum Selection: Drafting and Enforcement
Two clauses do different jobs: one picks the governing law, one picks the courthouse. Each is usually enforced, and each fails in a narrow set of situations worth knowing.
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Contracts & Commercial
Battle of the Forms: Whose Terms Govern a Purchase Order
When a purchase order and a seller acknowledgement disagree, the state's version of UCC 2-207 decides which terms survive, and the answer is rarely one form winning outright.
