Contract Law

An experienced Minneapolis, Minnesota business attorney knows that successor liability can be established under statutes, like under Ohio Revised Code § 1333.85, which provides  [N]o manufacturer or distributor shall cancel or fail to renew a franchise or substantially change a sales area or territory without the prior consent of the other party for other than …

Successor liability may prevent a buyer from terminating a contractual relationship Read More »

A Minneapolis, Minnesota business lawyer knows that calculating damages can be tricky.  While section 2-708(1) of the UCC provides a measure of compensatory damages to an injured seller—the difference between the unpaid contract price and the market price—premised on the seller’s ability to resell the same goods at market price, section 2-708(2) provides for lost …

A lost volume seller can demonstrate that it can prove damages for multiple lost contracts Read More »

A Minneapolis, Minnesota contract lawyer or attorney knows that even if a contract is terminable at will, the terminating party must provide reasonable notice in anticipation of termination. DENBURY ONSHORE, LLC, v. PRECISION WELDING, INC. No. 2010-CA-01880-SCT.   Supreme Court of Mississippi. August 2, 2012.   W. SCOTT WELCH, III, WILLIAM N. REED, Attorneys for …

At will contracts still must be terminated by providing reasonable notice. Read More »

Minnesota contract lawyers know that in order to prevail on a Minnesota Unlawful Trade Practice Claim under Minn. Stat. 325d.09 one must establish the following factors: (1) defendant made false statements of fact about its own product; (2) Those statements actually deceived or have the tendency to deceive a substantial segment of their audience; (3) …

To prevail on a Minnesota Unlawful Trade Practice Claim under Minn. Stat. 325d.09 one must establish the following factors Read More »

Minneapolis, Minnesota contract attorneys realize that sometimes the interpretation of a guaranty is a question of fact for the jury. WESTLAKE PETROCHEMICALS, L.L.C., Plaintiff-Appellee-Cross-Appellant, v. UNITED POLYCHEM, INC., and LYNNE VAN DER WALL, Defendants-Appellants-Cross-Appellees. No. 10-20634.   United States Court of Appeals, Fifth Circuit. Filed: July 24, 2012. Revised August 16, 2012.   Before: JONES, …

A guarantor is a “favorite” of the law, and a creditor’s claim against a guarantor is strictly construed. More specifically, a guarantor’s obligation should not be extended by implication beyond the written terms of the guaranty, and any ambiguity must be construed in favor of the guarantor. Read More »

Minneapolis, Minnesota contract attorney know that “[A] guaranty is construed the same as any other contract, the intent of the parties being derived from the commonly accepted meaning of the words and clauses used, taken as a whole.” Am. Tobacco Co. v. Chalfen, 260 Minn. 79, 81, 108 N.W.2d 702, 704 (1961). Construction of an …

A personal guaranty is construed the same as any other contract, the intent of the parties being derived from the commonly accepted meaning of the words and clauses used, taken as a whole Read More »

A Minneapolis, Minnesota attorney should know that bill of lading is the contract of carriage between shipper and carrier, familiar principles of contract interpretation govern its construction. GREENPACK OF PUERTO RICO, INC., Plaintiff, Appellant, v. AMERICAN PRESIDENT LINES, Defendant, Appellee. No. 11-2120.   United States Court of Appeals, First Circuit. July 6, 2012.   María …

Bill of lading is a contract of carriage and is governed by principles of contract interpretation Read More »

Minneapolis, Minnesota contract attorney know apparent authority to do an act is created as to a third person when a principal’s conduct, reasonably interpreted, `causes the third person to believe that the principal consents to have the act done on his behalf by the person purporting to act for him. We consider three factors when …

Apparent authority to do an act is created as to a third person when a principal’s conduct, reasonably interpreted, `causes the third person to believe that the principal consents to have the act done on his behalf by the person purporting to act for him. Read More »