Articles Posted in Contracts

When you enter into a commercial contract with a client, there may eventually arise a desire to replace that agreement, leading to the execution of a subsequent contract. If problems later arise between the two sides and you need to pursue a breach of contract claim, then it is essential to have an experienced Atlanta commercial contract lawyer on your side who clearly understands all of the laws regarding contract validity and enforcement, and the impact of subsequent agreements on earlier ones.

Recently, the Georgia Court of Appeals weighed in on the issue of the impact of an invalid subsequent contract on an earlier agreement.

The original agreement was a 2001 contract in which a consulting company agreed to provide marketing strategy services to a pair of insurance entities. In 2012, the two sides sought to enter into a new agreement.

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When two sides negotiate and enter into a commercial contract, the law gives them very wide latitude in how they structure that deal and what terms they put into the final contract. The law does not, however, gives parties carte blanche in what they do; there are certain things that are out of bounds as a result of statutes or case law. Getting the most from your commercial contract, then, includes ensuring that the terms you’ve negotiated for and agreed upon are not rendered unenforceable by the law. To make certain your agreement meets these standards, make sure you have representation from a knowledgeable Atlanta commercial contracts lawyer.

A recent breach of contract case before the federal 11th Circuit Court of Appeals highlights an example of this concept. The parties were a North Carolina-based bank and several Venezuelan holders of commercial bank accounts, including a law firm and an investment firm. The contract that governed these accounts was something the bank called its “Commercial Bank Services Agreement.”

The agreement imposed certain obligations on the account holders. It said that the account holders had only 30 days to inform the bank about any unauthorized transactions on their accounts and that they had only 10 days to notify the bank if they failed to receive a monthly statement from the bank.

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A recent ruling from the 11th Circuit Court of Appeals (whose decisions directly control federal cases in Georgia, Florida, and Alabama,) is a reminder that even the most seemingly perfunctory parts of an agreement, up to and including the definitions contained in the contract, can be crucial. Whether you’re negotiating a commercial agreement or seeking to enforce one that you already executed, an experienced Atlanta commercial contracts lawyer can help you ensure that your business interests are protected to the fullest.

In that recent 11th Circuit breach of contract case, the agreement involved two insurance entities. Although many insurance contract disputes involve issues specific to insurance law, the issues that were front-and-center in this case were ones common to most contractual relationships (and contract law.) Chiefly, the issue of ambiguity versus “plain meaning.”

One entity, a Florida-based company, provided insurance to local governments in that state. The insurance company had a contract with a New Jersey-based reinsurer where the latter promised to reimburse the former for certain claims occurring during the coverage period. (A “reinsurer” is an insurance entity that offers financial protection/coverage to other insurance companies.)

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When it becomes necessary to sue a supplier, a distributor, a designer, or another commercial contract partner, you probably have some general expectations. This includes facing vigorous opposition. So, you may wonder, what do you do if the entity you sued simply does… nothing? Fortunately, the law has a process for that but, like all other civil litigation procedures, it is vitally important you complete every step correctly. To that end, even when yours is a lawsuit in which the defendant is not participating, it is still extremely valuable to have a knowledgeable Atlanta commercial contracts lawyer on your side.

A contract dispute from here in Atlanta shows what we mean. An architectural designer, as part of its work erecting a canopy system at the Atlanta international airport, inked a deal with a supplier to purchase steel and other materials.

The supplier allegedly shipped non-conforming materials and also failed to pay all of its own suppliers and subcontractors as required by the agreement. Based on those breaches, the designer terminated the agreement and later sued.

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When you’re negotiating a commercial contract, there are many things on which you may be focusing during that process. Most of them will probably relate to aspects of what will transpire during the life of the arrangement. What’s essential not to overlook, though, is also getting the best “out” options possible. A good termination clause in your agreement can be vital in allowing you to escape a bad deal without potentially running into breach-of-contract issues. A knowledgeable Atlanta commercial contracts lawyer can help you as you negotiate that deal, and then defend the terms of the contract you signed.

A supplier agreement case from here in north Georgia shows a practical example of this in action. The parties were a large nationwide chain of high-end grocery stores and a small Norcross-based Greek yogurt manufacturer.

Six and one-half years after the sides negotiated and executed their supplier agreement, the manufacturer received a letter from the grocery terminating the contract immediately. The letter did not indicate that the manufacturer had breached the terms of the contract; in fact, it stated no reason at all for the termination. This spurred the manufacturer to go out of business and assign its rights to an asset recovery firm, which sued the grocery.

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In the early days of the COVID-19 pandemic, shelter-in-place and other “lockdown” orders had many impacts, including impacts on the performance of commercial contracts. Once again, a commercial contract and COVID-19 are together in the news, although this time it has nothing to do with lockdown orders. Nevertheless, this latest development once again makes for a good time to look at the significance of force majeure clauses in commercial contracts, and to remind readers of the vital importance of a skilled Atlanta commercial contracts lawyer when negotiating, drafting, or enforcing a commercial contract and its force majeure clause.

The newest development regarded a manufacturer of one of the COVID-19 vaccines and one of its billion-dollar contracts. Earlier today, the government of Poland announced that it was unilaterally backing out of commitments to buy large quantities of the BioNTech/Pfizer vaccine.

The country’s health minister told TVN24 that Poland “used the force majeure clause and informed both the European Commission and the main vaccine producer that we are refusing to take these vaccines at the moment and we are also refusing to pay.” The value of the Polish commitment to buy from Pfizer, which ran through the end of 2023, was $1.4 billion (US).

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A character in a famous 1980s comedy film, at one point in the movie, looked at his friend and opined that “strange things are afoot.” Even if your business hasn’t come into contact with time-travelers from the future, that doesn’t mean that you may not face strange things from time to time, including peculiar legal claims against your business. Whether strange or mundane, never ignore or otherwise fail to act on these legal matters. Instead, retain an experienced Atlanta commercial contracts lawyer and get them dealt with.

Depending on the specifics, there may be ways to handle these kinds of lawsuits very efficiently. Take, for example, a contract dispute involving a world-famous rapper that went before the 11th Circuit Court of Appeals… twice.

The rapper was the defendant. The plaintiff was a woman with whom the rapper allegedly had a romantic relationship before his emergence into stardom. The woman, who did not retain an attorney, asserted that a 1992 agreement called for her to receive $40 million “after 20 years was up.” She alleged that a written contract (signed by her and the rapper and witnessed by another man) existed, but she did not provide the court with a copy of that 1992 document.

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In many settings, the acronym “KBYG” stands for “know before you go.” In the world of commercial contracts, an experienced Atlanta contracts lawyer can help you with an essential task that might potentially be abbreviated as “KBYS,” or “know before you sign.” The right legal counsel can tell you exactly what is in your agreement, what is not, and exactly where your rights and responsibilities start and stop. That way, you can be sure you’re armed with complete knowledge before you make a binding decision.

A recent breach of contract case before the 11th Circuit Court of Appeals potentially looks like an instance where this sort of problem arose. The underlying contract, inked in 2012, covered the co-production of a new telenovela that was based upon the life and times of a one-time leader of a Mexican drug cartel. The co-producing entities were a Colombian television network and a U.S.-based Spanish-language network

The networks’ contract said that the two entities would jointly own “all elements” of the telenovela series. If either network decided it wanted to create a spinoff or other “derivative work,” it had to offer the other network the option to co-produce the derivative series together.