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Articles 1 - 7 of 7
Full-Text Articles in Law
Getting What You Bargained For: Avoiding Legal Uncertainty In Survival Clauses For A Seller's Representations And Warranties In M&A Purchase Agreements, Will Pugh
The Journal of Business, Entrepreneurship & the Law
This note will examine the variables that effect the way that courts may limit parties’ contractual freedom to shorten or lengthen statutes of limitation. It will describe the legal levers that determine the applicable survival period and suggest ways that parties can reduce legal uncertainty around the “basket” of provisions including reps, warranties, survival, and indemnification periods. One key detail examined by this note is “borrowing statutes ”that could operate to import another state’s controlling statute. Additionally, this note will discuss ways in which the contractual right to indemnification for breached reps and warranties is a substantive right that is …
Curb Your Enthusiasm: The Real Implications Of Blockchain In The Legal Industry, Justin Evans
Curb Your Enthusiasm: The Real Implications Of Blockchain In The Legal Industry, Justin Evans
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Judicial Treatment Of California’S Anti-Deficiency Legislation Section 580b: Is It Effective?, Cole F. Morgan
Judicial Treatment Of California’S Anti-Deficiency Legislation Section 580b: Is It Effective?, Cole F. Morgan
The Journal of Business, Entrepreneurship & the Law
Short sales of real property represent approximately a quarter of all homeowner transactions. Recently, short sales passed foreclosures as the preferred method in home sales due to the ease of sale. Coker v. JP Morgan Chase Bank, N.A., has ruled lenders of a purchase-money mortgage may not pursue a deficiency judgment after the short sale of a home. Essentially, this means after the sale is completed and the lender has obtained the proceeds from the sale, if there is a deficiency, they may not personally hold the borrower liable for the remaining debt of the mortgage. The ruling was established …
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Journal of Business, Entrepreneurship & the Law
One of the biggest Delaware Supreme Court cases of 2013 wasn’t. The Delaware Court of Chancery opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corp., upheld the enforceability of Delaware forum selection clause bylaws unilaterally adopted by corporate boards of directors. It was widely expected that the Delaware Supreme Court would uphold the Court of Chancery’s opinion. However, Plaintiffs dismissed their appeal and moved to dismiss their remaining claims in the Court of Chancery, leaving intact Chancellor Strine’s strong support of forum selection clauses. National Industries Group (Holding) v. Carlyle Investment Managements L.L.C. and TC Group, L.L.C., a 2013 …
Preserving Human Capital: Using The Noncompete Agreement To Achieve Competitive Advantage, Griffin Toronjo Pivateau
Preserving Human Capital: Using The Noncompete Agreement To Achieve Competitive Advantage, Griffin Toronjo Pivateau
The Journal of Business, Entrepreneurship & the Law
Organizations today face numerous challenges: worldwide competitors, changes in information technology, increased reliance on knowledge workers, and a shifting economic environment. Faced with the difficulty of securing advantage by traditional means, management has increasingly focused on employees as a key asset and driver of productivity. Many organizations have adopted the human capital theory, which holds that employees form an asset of the organization. Organizations will seek to maximize their human capital as a differentiator. Presumably, an organization that invests in its human capital will find itself rewarded with increased productivity and higher returns. But here is where the problem develops. …
Explaining Adversarial Boilerplate Language In The Battle Of The Forms: Are Consequential Damages In The U.C.C. Gap Fillers A Penalty Default Rule?, Ryan Griffee
The Journal of Business, Entrepreneurship & the Law
In this article, game theory is applied to the battle of the forms and related scenarios to explain Daniel Keating’s observations, reported in the article “Exploring the Battle of the Forms in Action,” 98 MICH. L. REV. 2678 (2000). The first of the two major findings in this article is that there is a game-theoretic reason drafters of boilerplate language should use adversarial, U.C.C. § 2-207(1) proviso-conforming language, namely, to ensure that clients receive terms that are no worse than the default U.C.C. gap fillers. The second major finding is that there is a penalty default rule in contract law. …
Manifest' Destiny: The Fate Of The 'Manifest Disregard Of The Law' Doctrine After Hall Street V. Mattel, Karly A. Kauf
Manifest' Destiny: The Fate Of The 'Manifest Disregard Of The Law' Doctrine After Hall Street V. Mattel, Karly A. Kauf
The Journal of Business, Entrepreneurship & the Law
The Federal Arbitration Act was enacted in 1925 in reaction to widespread judicial resistance to arbitration. While it is difficult to imagine that the drafters of this legislation could have envisioned how prominent arbitration would become in the United States, it is clear that their intention was to ensure that contracts to arbitrate would be enforced and that the intent of the parties would be maintained. In the more than eighty years since the passage of the Act, courts have repeatedly been called on to interpret the Act in order to determine its effect on real world situations. Recently, the …