Articles Posted in Contracts

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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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Your business likely includes various elements of highly industry-specific knowledge. That can present a challenge if you encounter a need to bring a breach of contract lawsuit, as one or both sides may require experts to help the court make sense of the technical issues. When that happens, it is essential to ensure that the expert evidence the other side seeks to present meets all the standards the federal rules demand. If they don’t, you may be entitled to throw out that evidence. An experienced Atlanta commercial contract lawyer can help with this and every other vital step when it comes to making your case.

A contract dispute regarding a gas plant in Illinois offers a stark reminder of this truth. The buyer was a St. Louis-based energy company that sought to build a gasification plant (a facility that takes coal and water and produces synthetic natural gas.) The company contracted with another energy company for the purchase of needed equipment, including gasifiers.

Both sides, however, encountered problems. The buyer fell behind on the payments it owed. On the other side, the supplier’s equipment began experiencing problems. Similar gasifiers it sent to a plant in China were having difficulty converting coal into gas.

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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.

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When you sign a commercial contract, you do so with the expectation that the other side dealt with you openly and honestly. Sometimes, though, that’s not reality. When you encounter a situation where your contract partner has made a mistake or engaged in fraud with relation to one or more essential contract terms, you have certain legal rights. You must, however, know exactly what to do and when to do it because, if you take the wrong step or act at the wrong time, you could lose those rights due to something called a “waiver.” To make sure you are safeguarding all of your rights and those of your business, you need the protection of an experienced Atlanta commercial contracts lawyer, who can advise and guide you through this potentially tricky process.

Here’s an example of how things can go wrong with a misstep. The underlying commercial contract was one between a healthcare company and a supplier of COVID-19 rapid tests. Before signing the deal, the healthcare company made sure to inquire about the tests’ “general availability.” The healthcare company agreed to the deal based upon the supplier’s assurances that it could supply 3.75 million tests immediately.

The buyer asked the supplier to begin delivering the 3.75 million tests, but the supplier balked. The buyer contacted the manufacturer, who informed the buyer that it only had 1.2 million tests. The buyer asked the supplier to provide it with the 1.2 million tests that the manufacturer had available, but the delivery was not forthcoming.

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In today’s business world, commercial transactions cross state lines with regularity. What may start as a lawsuit in Texas could later spawn action in New York. As a result, now more than ever, it is important to understand when a choice of law provision is (and isn’t) triggered. When it comes to drafting an agreement that will do what you want in the event of future litigation, be sure that you have representation from a skilled Atlanta business contract attorney.

A contracts case recently dismissed by a federal judge here in Georgia (and affirmed by the 11th Circuit Court of Appeals) is a good example. It all started with a Kansas construction project that went awry. The subcontractor on the project filed suit and eventually settled its case against both the general contractor and the insurance company that operated as the general contractor’s surety.

That didn’t resolve everything, however, as the subcontractor and the insurance company continued to contest the amount of attorney’s fees the surety owed. The courts in Kansas determined that the insurance company owed $0. Eventually, the subcontractor went bankrupt and, in 2017, assigned its legal rights related to the case to its Kansas attorney.

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Civil RICO cases are a very special kind of civil lawsuit. More than a lot of other kinds of civil lawsuits (like, say, an auto accident case,) RICO cases involve numerous technical statutory pleading requirements, any one of which can be fatal to the plaintiffs’ case if not met to the precision required by the law and the rules of procedure. That’s why, whether you’re the plaintiff or the defendant in a civil RICO case, it is so important to have an experienced Atlanta civil RICO attorney handling your case. Whether it is recognizing (and fixing) the imperfections in your case, or identifying (and exploiting) the potentially fatal holes in your opponent’s case, the right legal counsel can help you achieve the outcome you need.

In a lot of cases, the outcome turns upon factual things. (“Did XYZ Corporation have discriminatory motives for engaging an adverse employment action against its employee, John Doe?” or “Did Jane Roe suffer injuries because James Poe negligently failed to yield the right of way?”)

RICO cases aren’t always like that. A lot of them get resolved because the plaintiff did something wrong in the pleading stage, and that error triggers a dismissal of the case, as was the case in one dispute recently addressed by the 11th Circuit Court of Appeals.

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In any real estate dispute that winds up in litigation, there are several things that you have to weigh carefully. One of the biggest decisions you’ll make is whether to settle your case or continue litigating. If you are seriously considering a settlement, it is vitally important to understand exactly what the settlement agreement you sign will — and won’t — do. The wrong choice may substantially handicap your legal rights and options down the road. The right choice may provide you with essential forms of protection. A knowledgeable Atlanta real estate lawyer can help you determine what choices make the most sense for you and your business.

When it comes to the importance of a good release agreement, this recent case from Cobb County makes for a useful example.

The underlying dispute arose after the failure of a mixed-use real development project. The project involved many players, including the developer, the developer’s investors, the law firm hired to handle the closing, the title insurance company the law firm hired to draft a title commitment, another attorney retained to do a title abstract, and a title researcher.

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After you’ve signed your commercial contract and you’ve done the work your contract prescribed, you expect to be paid what you’re owed under that agreement. Unfortunately, that doesn’t always happen, which may necessitate bringing a breach of contract lawsuit. An experienced Atlanta breach of contract lawyer can help you to get everything you owed in your contract breach action if litigation eventually proves necessary.

Achieving full success in this kind of case often means acquiring and presenting to the court a variety of forms of proof.

Take, for example, this breach of contract case from the federal court system. The case involved two corporations that signed a written contract in which one party, the service provider business, agreed to complete certain repair work on property owned by the other party. The agreement also came with a cost estimate of $86,000, “subject to a 10% increase.”

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