Contract Law

Minneapolis, Minnesota contract attorneys know there are two doctrines that allow reformation. The first is the doctrine of mutual mistake. In such a case, the plaintiff must show that both parties were mistaken as to a material portion of the written agreement. The second is the doctrine of unilateral mistake. The party asserting this doctrine …

The doctrine of reformation and mutual mistake allow a contract to be changed to accurately reflect the parties intent Read More »

Minneapolis, Minnesota contract attorney know that describing commercial impracticability, impossibility and force majeure are somewhat overlapping defenses. Impracticability provides that if “after a contract is made, a party’s performance is made impracticable without his fault by the occurrence of an event the nonoccurrence of which was a basic assumption on which the contract was made, …

Commercial impracticability, impossibility and force majeure are somewhat overlapping defenses Read More »

Minneapolis, Minnesota contract attorney know that unless an antiassignment clause expressly limits the power, as opposed to the right, to assign the contract or invalidates the assignment, the assignment remains valid and enforceable;but the assignor will be liable for any damages that result from such assignment. In other words, without express contractual language providing otherwise, …

Without express contractual language providing otherwise, a provision restricting the assignment of a contract will be construed to be a covenant like any other contractual covenant—a breach thereof will render the breaching party liable in damages but will not make the contract a nullity. Read More »

Minneapolis, Minnesota contract attorney know that a plaintiff must plead fraud with particularity. See Fed. R. Civ. P. 9(b). To satisfy the heightened pleading requirement, a plaintiff must set forth the “who, what, when, where, and how” of an alleged fraud. In other words, a plaintiff must plead “the time, place and contents” of the …

A plaintiff must plead “the time, place and contents” of the false representations, the identity of the individual who made the representations and what was obtained thereby Read More »

Minneapolis, Minnesota contract lawyer know that the doctrine of reformation permits a court to rewrite a contract so that it accurately reflects the parties’ true agreement at the time of contracting. This is a very narrow doctrine that is often invoked but rarely successful. To prevail, the party seeking reformation must prove by “clear and …

Doctrine of reformation permits a court to rewrite a contract so that it accurately reflects the parties’ true agreement at the time of contracting. Read More »

Minneapolis, Minnesota contract lawyers know that a failure of consideration occurs when a contract that was initially valid becomes unenforceable because the performance bargained for has not been rendered. Where a promisor received what he bargained for, however, there is no failure of consideration. Cf. Noreen v. Park Constr. Co., 96 N.W.2d 33, 37-38 (Minn. …

Failure of consideration occurs when a contract that was initially valid becomes unenforceable because the performance bargained for has not been rendered Read More »

Minneapolis, Minnesota contract lawyers know that Minnesota Statute § 336.2-610 provides that when a party repudiates a contract ‘with respect to a performance not yet due’ the aggrieved party may, among other things, ‘resort to any remedy for breach.’ Minn. Stat. § 336.2-610. Also, severability of a contract is determined by the intent of the …

If a contract is severable, a buyer can, with reference to any one of the parts into which the contract is divisible, affirm or rescind without prejudice to his choice as to the other parts Read More »

Minneapolis, Minnesota contract lawyer know that a settlement agreement is a contract. To constitute a full and enforceable settlement, there must be such a definite offer and acceptance that it can be said that there has been a meeting of the minds on the essential terms of the agreement.When determining whether a contract has been …

For a settlement agreement to be enforceable there must be an objective meeting of the minds Read More »

Minneapolis, Minnesota contract lawyers should note that Minnesota courts have long recognized the use of estoppel to enforce agreements otherwise required to be in writing. In other words even if a contract is unenforceable due to the statute of frauds, it nonetheless may be enforceable on promissory estoppel or unjust enrichment grounds. Bradley Racutt and …

Minnesota courts have long recognized the use of estoppel to enforce agreements otherwise required to be in writing. Read More »

A Minneapolis, Minnesota contract attorney knows that A party may maintain both a claim for breach of contract and a claim for breach of the implied covenant of good faith and fair dealing based on the same conduct.   Columbia Casualty Company, et al., Respondents, v. 3M Company, Appellant, ACE American Insurance Company, et al., …

A party may maintain both a claim for breach of contract and a claim for breach of the implied covenant of good faith and fair dealing based on the same conduct. Read More »