The Kuhn Law Firm

Contract Law

An oral promise to pay the debt of a business entity may be enforceable even if it is not in writing. 

An oral promise to pay the debt of a business entity may be enforceable even if it is not in writing.  To begin with, an experienced Minnesota business lawyer knows that oral agreements are generally enforceable.  However, the Minnesota statute of frauds provides that some agreements must be in writing. The statute can be found …

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A contract warranty disclaimer is not automatically enforceable

An experienced Minneapolis, Minnesota contract lawyer knows that advertising brochures and other descriptions of a product by a seller can, in some circumstances, create an express warranty, such as when the  advertisements contain very specific claims and promises as to how a certain product will perform. Minn. Stat. § 336.2A-210 is Minnesota’s version of the …

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Fraud must be pleaded with specificity

A Minnesota business law lawyer that litigates business disputes, know sthat when pleading fraud, a plaintiff must plead with specificity the exact misrepresentation of existing fact that the defendant purportedly made in order to withstand a motion to dismiss. Ogletree, Abbott, Clay & Reed Law Firm, L.L.P., Plaintiff, v. FindLaw, West Publishing Corporation, and Thomson …

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A Married Couple Typically Cannot Collateralize Jointly Owned Property

A Minneapolis, Minnesota contract attorney knows that a spouse typically cannot use jointly owned property of the married couple as collateral and grant a security interest in it without the other spouse’s consent.         Bob D. CROZIER; Karen K. Crozier, Plaintiffs-Appellants v. Stanley L. WINT, Defendant-Appellee. No. 12-3507. United States Court of …

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Liquidated damages provision must be reasonably correlated to the probable harm to be suffered

A Minneapolis, Minnesota business lawyer knows that the damages to be paid pursuant to the stipulated damages provision here must be reasonably correlated to the probable harm to be suffered.   United States District Court, S.D. Ohio, Western Division. LEISURE SYSTEMS, INC., Plaintiff, v. ROUNDUP LLC, et al., Defendant.   No. 1:11–cv–384. Oct. 31, 2012. …

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In the commercial context, courts should avoid interpreting contracts to be commercially unreasonable

A Minneapolis, Minnesota contract attorney knows that courts typically prefer a commercially reasonable interpretation of a contract. C.A. ACQUISITION NEWCO, LLC, Plaintiff-Appellee, v. DHL EXPRESS (USA), INC., Defendant-Appellant. No. 12-1013.   United States Court of Appeals, First Circuit. Heard August 2, 2012. Decided October 2, 2012.   110*110 Anthony C. White, with whom O. Judson …

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A contract can prevent an injured party from suing a negligent person but not one that acts willfuly

A Minneapolis, Minnesota contract attorney knows that an exculpatory clause in a contract can prevent an injured party from suing a tortfeasor for negligent acts, but, as a matter of public policy, an exculpatory clause in a contract cannot prevent an injured party from suing a tortfeasor for intentional, willful, or wanton acts   CHRISTINE …

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Contractual waivers and disclaimers are not necessarily enforceable

A Minneapolis, Minnesota contract attorney knows there is a growing body of case law through which courts have applied more intense scrutiny to contractual waivers and disclaimers. See, e.g., Slack v. James, 364 S.C. 609, 614 S.E.2d 636, 641 (2005) (stating that a general non-reliance clause does not prevent claims of misrepresentation and fraud). This …

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No obligation exists to negotiate in good faith, unless the parties agree otherwise

An experienced Minneapolis, Minnesota contract attorney knows that unlike the duty of good faith imposed on parties in contract performance, there is no inherent duty of good faith with respect to contract formation. Whether a party has agreed to negotiate in good faith and the scope of that duty are determined by the terms or …

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