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Congress Voids Form Contract Provisions That Impede Consumer Reviews

To paraphrase William Somerset Maugham’s Of Human Bondage, businesses may ask you for a review, but they only want praise.  Indeed some businesses have tried to ensure only good reviews by including non-disparagement clauses in their consumer contracts. Two years ago, I wrote about a new California law intended to protect reviews of consumer products…

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Court Holds Indemnity Provision Provides No Right To Attorney Fees

Contractual indemnity provisions often broadly provide for the payment of the indemnified party’s attorney fees.  In Alki v. Superior Court, 2016 Cal. App. LEXIS 892 (Cal. Ct. App. 2016), for example, a fund administration agreement required a hedge fund to indemnify its administrator for all losses, including attorney fees “resulting in any way from performance…

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Will The FAA Give Wings To Arbitration Bylaws?

In January, I discussed the Court of Appeal’s decision in Cobb v. Ironwood Country Club, 233 Cal. App. 4th 960 (Cal. App. 4th Dist. 2015).  I found the case interesting because the Court applied a contract law analysis to an arbitration bylaw: Ironwood asserts that its bylaws constitute a contract between the Club and each of…

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Can An Employment Agreement Be A Wee Bit Too Integrated?

The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well).  Often, Bylaws describe these indemnity obligations as contract rights.  For example the Bylaws of one well-known public company state: The right to indemnification conferred in this Article shall be a contract right. If Bylaws are…

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Forum Selection Clauses Were Here Before They Were In Bylaws

Recent rulings by judges in Delaware and other states have given impetus to the adoption of exclusive forum bylaws.  To the casual observer, the idea might seem entirely novel.  But as Koheleth (the Gatherer) wrote “What has been is what will be, and what has been done is what will be done, and there is…

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Some Questions About Delaware’s New Law Allowing Parties To Extend The Statute Of Limitations

Delaware recently amended its law to allow parties to a written contract involving at least $100,000 to provide that any action based on that contract may be brought within a period specified in that contract provided that the action is brought prior to the expiration of 20 years from the accrual of the cause of action.  10…

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