Negotiating American Master Supply Contracts: A Guide for European Exporters Eliot Norman
What are the 10 traps for European companies selling to U.S. OEM and other buyers using American Supply Contracts? indemnification, liquidated damages, consequential damages, force majeure, termination for convenience, ownership of intellectual property
Navigating the real estate road avoiding pitfalls and potholes march 2015 ssPolsinelli PC
Commercial property developers, owners and brokers know that the road to a successful real estate deal is not always a smooth highway, and some of the twists and turns are more easily handled than others. Obstacles that have frequently led to litigation can provide valuable lessons on how to avoid future bumps. Polsinelli's Real Estate Litigation attorneys address common issues in the real estate industry that have led to litigation, and advise on steps that can be taken in the negotiation, drafting and early dispute processes to ultimately avoid the courtroom.
June 2011 - Business Law & Order - Joseph R. SgroiAnnArborSPARK
Commercial agreements set the ground rules for how you or your business interacts with your, customers, bankers, investors, suppliers, landlord and other third parties with whom you have business dealings. Our panel of experienced attorneys will discuss the basic fundamentals of contracts, also known as commercial agreements. Attorney Joe Lorenz will talk about entering into contracts (why you need contracts and how contracts are formed). Attorney Tom Cavalier will discuss performance of the contract you enter into (what are the important terms and conditions – how do they affect you). Attorney Joe Sgroi will talk about terminating contracts (how can you get out of a bad agreement -- or obtain performance from the other party). And….of course, the entire panel will be available to answer your questions!
2014 has been a year of remarkable upheaval and uncertainty across the globe. The aftershocks of the 2008 financial crisis and Eurozone debt crisis continue to reverberate throughout the world’s financial markets. To the challenges posed by these aftershocks have been added those of continued warfare and strife across much of the Middle East, the deteriorating situation in the Ukraine and the attendant cooling in relations between Russia, the US and the EU. The effect of these and other similar events on the contractual relations entered into by our clients is uncertain and may necessitate the invoking of the doctrine of frustration and the use of Force Majeure clauses, particularly for those clients doing business in emerging markets. This session examines the kind of events which may justify the invocation of frustration and Force Majeure, such as political change, civil unrest and the imposition of sanctions, and offers tips on how best to minimise the effect of such risks at the contract drafting stage and during times of unrest
Distressed asset sales both in bankruptcy and out-of-court alter Feb 2015 Polsinelli PC
Given the economic downturn of recent years, professionals' fees and costs have been a driving factor in conducting the acquisition of distressed assets. A majority of these transactions take place pursuant to section 363 of the Bankruptcy Code. However, out-of-court alternatives such as Receiverships, Assignments for the Benefit of Creditors, and Article 9 of the Uniform Commercial Code have gained momentum to bankruptcy as expeditious and cost-efficient alternatives.
This webinar focuses on the sale of distressed assets under each of these alternatives, including bankruptcy and a special emphasis on the sale or acquisition of distressed health care assets.
Negotiating American Master Supply Contracts: A Guide for European Exporters Eliot Norman
What are the 10 traps for European companies selling to U.S. OEM and other buyers using American Supply Contracts? indemnification, liquidated damages, consequential damages, force majeure, termination for convenience, ownership of intellectual property
Navigating the real estate road avoiding pitfalls and potholes march 2015 ssPolsinelli PC
Commercial property developers, owners and brokers know that the road to a successful real estate deal is not always a smooth highway, and some of the twists and turns are more easily handled than others. Obstacles that have frequently led to litigation can provide valuable lessons on how to avoid future bumps. Polsinelli's Real Estate Litigation attorneys address common issues in the real estate industry that have led to litigation, and advise on steps that can be taken in the negotiation, drafting and early dispute processes to ultimately avoid the courtroom.
June 2011 - Business Law & Order - Joseph R. SgroiAnnArborSPARK
Commercial agreements set the ground rules for how you or your business interacts with your, customers, bankers, investors, suppliers, landlord and other third parties with whom you have business dealings. Our panel of experienced attorneys will discuss the basic fundamentals of contracts, also known as commercial agreements. Attorney Joe Lorenz will talk about entering into contracts (why you need contracts and how contracts are formed). Attorney Tom Cavalier will discuss performance of the contract you enter into (what are the important terms and conditions – how do they affect you). Attorney Joe Sgroi will talk about terminating contracts (how can you get out of a bad agreement -- or obtain performance from the other party). And….of course, the entire panel will be available to answer your questions!
2014 has been a year of remarkable upheaval and uncertainty across the globe. The aftershocks of the 2008 financial crisis and Eurozone debt crisis continue to reverberate throughout the world’s financial markets. To the challenges posed by these aftershocks have been added those of continued warfare and strife across much of the Middle East, the deteriorating situation in the Ukraine and the attendant cooling in relations between Russia, the US and the EU. The effect of these and other similar events on the contractual relations entered into by our clients is uncertain and may necessitate the invoking of the doctrine of frustration and the use of Force Majeure clauses, particularly for those clients doing business in emerging markets. This session examines the kind of events which may justify the invocation of frustration and Force Majeure, such as political change, civil unrest and the imposition of sanctions, and offers tips on how best to minimise the effect of such risks at the contract drafting stage and during times of unrest
Distressed asset sales both in bankruptcy and out-of-court alter Feb 2015 Polsinelli PC
Given the economic downturn of recent years, professionals' fees and costs have been a driving factor in conducting the acquisition of distressed assets. A majority of these transactions take place pursuant to section 363 of the Bankruptcy Code. However, out-of-court alternatives such as Receiverships, Assignments for the Benefit of Creditors, and Article 9 of the Uniform Commercial Code have gained momentum to bankruptcy as expeditious and cost-efficient alternatives.
This webinar focuses on the sale of distressed assets under each of these alternatives, including bankruptcy and a special emphasis on the sale or acquisition of distressed health care assets.
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? For 2021, do the financial programs initiated under the CARES Act impact claims trading, and if so, how? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2021/
The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)Financial Poise
Intellectual property generally includes patent rights, copyright rights, trademark and servicemark rights, and trade secrets. The foundation of intellectual property law is the protection of exclusive rights afforded to original works and invention. These rights can be significantly impacted by bankruptcy proceedings. This webinar examines some of these key issues including the perfection of security interests in intellectual property, the protection of certain intellectual property licenses and lack of protection for other types of intellectual property, the relief available to licensors, as well as special issues regarding assignment of licenses in bankruptcy proceedings.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-intersection-of-ip-bankruptcy-2021/
Help, My Business is in Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2020/
Negotiating investor interest in indemnity clausesAditi Duggal
Indemnity is a shield that protects investor interests in contracts including share purchase agreements or share subscription agreements. The presentation explores all safeguards that must be carefully negotiated in indemnity contracts.
Arbitration in Insurance Coverage Disputes: Pluses and MinusesNationalUnderwriter
Arbitration in Insurance Coverage Disputes: Pluses and Minuses By Peter A. Halprin
Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy,requires an understanding of arbitration and its advantages and disadvantages. This article analyzes the perceived advantages and disadvantages of arbitration.
Policyholders may be surprised to find that their insurance policies contain an arbitration provision. Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy, requires an understanding of the advantages and disadvantages of arbitration.
Washington Court Holds Stipulated Covenant Judgment Sets Minimum Amount of Da...NationalUnderwriter
Washington Court Holds Stipulated Covenant Judgment Sets Minimum Amount of Damages in Bad Faith Case. (from FC&S Legal: The Insurance Coverage Law Information Center)
Recently, Division One of the Court of Appeals of Washington State affirmed a jury verdict awarding $13 million in damages to a passenger injured in a car accident, finding that the $4.15 million agreed amount of the covenant
judgment in the insurance bad faith case sets a floor, not a ceiling, on the damages a jury can award.
In Miller v. Kenny and Safeco Ins. Co.,[1] the Court of Appeals ruled on several additional issues on appeal including whether evidence of an insurance company’s loss reserves is properly admissible at trial.
Powerpoint from textbook Business Law - the ethical, global, and e-commerce environment to accompany BA 330 course at the University of Alaska Fairbanks.
Claims Trading in bankruptcy cases has advanced and grown in sophistication swiftly in recent history. Companies and their advisors should be prepared before wading into these waters. How will a claim be treated once transferred? What steps should a company acquiring a claim take to ensure the claim is paid? How should a claim be valued? What kind of documentation will be needed to properly transfer the claim? If a dispute arises regarding the claim, how should the acquiring company defend itself? For 2021, do the financial programs initiated under the CARES Act impact claims trading, and if so, how? This webinar focuses on understanding these issues and addressing best practices for advanced reorganization practitioners and advisors working on the cutting edge of bankruptcy transactions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/bankruptcy-claims-trading-2021/
The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)Financial Poise
Intellectual property generally includes patent rights, copyright rights, trademark and servicemark rights, and trade secrets. The foundation of intellectual property law is the protection of exclusive rights afforded to original works and invention. These rights can be significantly impacted by bankruptcy proceedings. This webinar examines some of these key issues including the perfection of security interests in intellectual property, the protection of certain intellectual property licenses and lack of protection for other types of intellectual property, the relief available to licensors, as well as special issues regarding assignment of licenses in bankruptcy proceedings.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-intersection-of-ip-bankruptcy-2021/
Help, My Business is in Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2020/
Negotiating investor interest in indemnity clausesAditi Duggal
Indemnity is a shield that protects investor interests in contracts including share purchase agreements or share subscription agreements. The presentation explores all safeguards that must be carefully negotiated in indemnity contracts.
Arbitration in Insurance Coverage Disputes: Pluses and MinusesNationalUnderwriter
Arbitration in Insurance Coverage Disputes: Pluses and Minuses By Peter A. Halprin
Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy,requires an understanding of arbitration and its advantages and disadvantages. This article analyzes the perceived advantages and disadvantages of arbitration.
Policyholders may be surprised to find that their insurance policies contain an arbitration provision. Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy, requires an understanding of the advantages and disadvantages of arbitration.
Washington Court Holds Stipulated Covenant Judgment Sets Minimum Amount of Da...NationalUnderwriter
Washington Court Holds Stipulated Covenant Judgment Sets Minimum Amount of Damages in Bad Faith Case. (from FC&S Legal: The Insurance Coverage Law Information Center)
Recently, Division One of the Court of Appeals of Washington State affirmed a jury verdict awarding $13 million in damages to a passenger injured in a car accident, finding that the $4.15 million agreed amount of the covenant
judgment in the insurance bad faith case sets a floor, not a ceiling, on the damages a jury can award.
In Miller v. Kenny and Safeco Ins. Co.,[1] the Court of Appeals ruled on several additional issues on appeal including whether evidence of an insurance company’s loss reserves is properly admissible at trial.
Powerpoint from textbook Business Law - the ethical, global, and e-commerce environment to accompany BA 330 course at the University of Alaska Fairbanks.
A Análise de Mercados Externos é uma ferramenta estratégica para a inserção de empresas brasileiras no comércio internacional. que leva em consideração aspectos como: análise da concorrência, particularidades dos mercados compradores, barreiras tarifárias e não-tarifárias e quantidade de potenciais importadores.
Objetivo
A Análise de Mercados Externos tem como principal objetivo fazer uma seleção detalhada dos potenciais mercados de destino de produtos brasileiros a partir da análise estratégica de dados de concorrentes e do mercado.
Premissas
Propensão para a adequação dos produtos para os novos mercados externos e inexistência de barreiras técnicas para a exportação.
Público alvo
Empresas que já atuam na exportação.
Empresas que pretendem iniciar as atividades de exportação.
Por que contratar esse serviço?
A Análise de Mercados Externos é uma ferramenta que permite o acesso do exportador a informações estratégicas que possibilitará traçar planos de ação mais apropriados para a prospecção dos potenciais mercados externos para os seus produtos.
Como mensurar os ganhos?
O retorno do investimento realizado pelo exportador será mensurado pelo acesso às informações estratégicas de seus concorrentes de mercados, diminuindo assim o tempo de levantamento de informações e possibilitando ao comercial de exportação uma abordagem mais assertiva.
Fases da Análise de Mercados Externos
Contracts are a part of our everyday life, arising in collaboration, trust, promise and credit.
How are contracts formed? What makes a contract enforceable? What happens when one party breaks a promise?
Construction contracts can contain terms that impact your company’s bottom line. Reviewing them carefully prior to signing is indispensable, and can save your company time and money. This contract review guide is meant to be a starting point for reviewing contracts in general…
Home Inspector's Insurance & Risk Management - July 19, 2013Gerald Brunker
Home Inspector professional liability, general liability and other applicable insurances for home inspectors. Risk management tips and hints and home inspector claim information.
PRC Contract Law Principles and Risk Management in Contract DraftingRHKLegal
An overview of contract drafting techniques with regard to the PRC Contract Law principles and recent Supreme Court Directions. An analysis of limitation of liability and liquidated damages clauses in the China market context.
Show Me My Money (Reisenfeld & Company v. The Network Group Inc..docxedmondpburgess27164
Show Me My Money (Reisenfeld & Company v. The Network Group Inc., p. 313)
Why does the court see this case as involving a quasi-contract as opposed to an actual contract? What other case law does the court rely on in finding precedent/support for compensating Reisenfeld? Does this decision appear to follow the golden rule guideline set forth in Chapter 2 (pp. 27 and 28)? Describe another example of an implied-in-fact or quasi-contract that you have experienced or is mentioned in the text.
Note: please read all the information correctly before you begin the assignment I have also copy and paste pages 27 and 28 that you would need to complete the assignment.
CASE
13-3
REISENFELD & CO. v. THE NETWORK GROUP, INC.;
BUILDERS SQUARE, INC.; KMART CORP. U.S. COURT OF APPEALS FOR THE SIXTH CIRCUIT 277 F.3d 856 U.S. App. (2002)
Network Group (“Network”) was contracted by BSI to assist in selling or subleasing closed Kmart stores in Ohio. A few years later, Network entered into a commission agreement with Reisenfeld, a real estate broker for Dick's Clothing and Sporting Goods (“Dicks”). Dicks then subleased two stores from BSI. According to executed assignment and assumption agreements signed in November of 1994, BSI was to pay a commission to Network. Network was then responsible, pursuant to the commission agreement with Reisenfeld, to pay a commission of $1 per square foot to Reisenfeld. There was no direct agreement made between BSI and Reisenfeld.
During this time, Network's sole shareholder was defrauding BSI. This shareholder was convicted of several criminal charges stemming from his fraudulent acts. Network was ordered by the district court to disgorge any commissions received from BSI, and BSI was relieved of any duty to pay additional commissions to Network. As such, Reisenfeld never received his commission related to the Dicks sublease.
Reisenfeld sued in state court for the $160,320 in commissions he had not been paid. In addition to suing Network, Reisenfeld also named BSI as a defendant. The suit alleged, among other things, that based on a theory of quasi-contracts, BSI was jointly and severally liable for the commission.
JUDGE BOOGS: . . .
A contract implied-in-law, or “quasi-contract,” is not a true contract, but instead a liability imposed by courts in order to prevent unjust enrichment. … Under Ohio law, there are three elements for a quasi-contract claim. There must be: (1) a benefit conferred by the plaintiff upon the defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment. …
There is no disagreement as to the first two requirements. It is clear that Reisenfeld's work as broker benefited BSI and that BSI was aware of the work Reisenfeld was doing. The disagreement rests on the third requirement—whether it would be unjust for BSI to retain the benefit it received without paying Reisenfeld for it. … U.
United Corporate Services provides search and filing results tailored specifically to our clients’ needs. Reports sorted by individual debtor per page, or a more comprehensive summary report of all search results on one page, both are easily provided in either .pdf format for secure closings or in Excel format for easy manipulation into your existing closing binder. United Corporate Services files and searches in over 3,000 jurisdictions in the U.S. Understanding their unique requirements ensures accurate processing of all your UCC transactions. Revised Article 9 is once again being “revised,” and we have done the legwork necessary to walk with you through your projects to ensure they are completed timely and accurately.
BoyarMiller - Review of Boilerplate Contract Provisions: Say What You Mean an...BoyarMiller
Review of Boilerplate Contract Provisions: Say What You Mean and Mean What You Say
Presented by: Chris James & Jon Goch
to HYLA - Houston Young Lawyers Association on
March 4, 2015
Similar to Bulletin aerospace legal developments june 2013 (20)
How to Make a “Soft Landing” in the United StatesEliot Norman
An overview of what Canadian businesses should know about establishing a successful presence in the United States, with a focus on entry strategies, corporate structures and border matters.
Les 10 FAQ: S'Implanter aux Etats-Unis Eliot Norman
un guide pratique aux questions les plus frequemment posee sur les implantations aux Etats-Unis: visas, contrats, incorporation, PI, impots, droit social.
EB-1 Strategy for Green Cards如何申请 EB-1 绿卡 (Legal Permanent Residency in the U...Eliot Norman
Guide to investing in the USA for Chinese Investors. In Chinese and English. EB-1 direct investments and Eb-5.EB-1 Strategy for Green Cards如何申请 EB-1 绿卡 (Legal Permanent Residency in the USA 在美合法永久居住权)
10 faq for foreign companies establishing operations in the united statesEliot Norman
THese Frequently asked questions (FAQ) cover corporate formation, protection of Intellectual property, contracts, visas, taxes and more. A checklist of what you need to consider before setting up a company in the USA.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
India Orthopedic Devices Market: Unlocking Growth Secrets, Trends and Develop...Kumar Satyam
According to TechSci Research report, “India Orthopedic Devices Market -Industry Size, Share, Trends, Competition Forecast & Opportunities, 2030”, the India Orthopedic Devices Market stood at USD 1,280.54 Million in 2024 and is anticipated to grow with a CAGR of 7.84% in the forecast period, 2026-2030F. The India Orthopedic Devices Market is being driven by several factors. The most prominent ones include an increase in the elderly population, who are more prone to orthopedic conditions such as osteoporosis and arthritis. Moreover, the rise in sports injuries and road accidents are also contributing to the demand for orthopedic devices. Advances in technology and the introduction of innovative implants and prosthetics have further propelled the market growth. Additionally, government initiatives aimed at improving healthcare infrastructure and the increasing prevalence of lifestyle diseases have led to an upward trend in orthopedic surgeries, thereby fueling the market demand for these devices.
Personal Brand Statement:
As an Army veteran dedicated to lifelong learning, I bring a disciplined, strategic mindset to my pursuits. I am constantly expanding my knowledge to innovate and lead effectively. My journey is driven by a commitment to excellence, and to make a meaningful impact in the world.
Explore our most comprehensive guide on lookback analysis at SafePaaS, covering access governance and how it can transform modern ERP audits. Browse now!
As a business owner in Delaware, staying on top of your tax obligations is paramount, especially with the annual deadline for Delaware Franchise Tax looming on March 1. One such obligation is the annual Delaware Franchise Tax, which serves as a crucial requirement for maintaining your company’s legal standing within the state. While the prospect of handling tax matters may seem daunting, rest assured that the process can be straightforward with the right guidance. In this comprehensive guide, we’ll walk you through the steps of filing your Delaware Franchise Tax and provide insights to help you navigate the process effectively.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
1. “American Style” Master Supply Contracts: Liquidated Damages
Do you know what your international supply contract really means? When you are late in deliveries or have
to defend against claims for product defects, will you lose sleep over the damages that you will have to pay?
Just consider the enormous contract claims that may arise from the groundings of the Boeing 787 due to the
lithium-ion battery issues.
European suppliers now sign « American Style » contracts with U.S. and even European aircraft manufac-
turers or their first-tier contractors. Your contractual liability can often include liquidated damages, buyer’s
indemnification against third-party claims, and consequential damages. Suppliers should rightly be con-
cerned about how courts will enforce damages clauses for delay or other breaches of contract, particularly in
the United States.
Consider, for example, liquidated damages ( “LD”).
In the United States, LD are often defined as an agreement between parties to a contract that fixes (in
advance) the amount to be paid as damages for a contractual breach, for example, $1,000 per day for each
day that deliveries are late under a supply contract. (See Cuesport Properties, LLC v. Critical Developments,
LLC, where the Maryland Court in May, 2013, reaffirmed a “Late Performance” provision providing for LD
based upon a stipulated sum per diem or per day.)
Liquidated damages have several advantages.
For sellers, a LD provision reduces uncertainty by capping the seller’s liability, even if the cap turns out to
be greater than actual damages to the buyer. For the buyer, a LD paragraph reduces uncertainty by fixing
at least an acceptable level of compensation in the event of a breach. If there is a dispute, an LD provision
eliminates the need for the non-breaching party to prove its actual damages, and streamlines and reduces
the costs of dispute resolution because the buyer need only prove the amount of delay.
The Uniform Commercial § Code 2-718, which most American states have adopted and which applies to all
contracts for the sale of goods, defines LD as follows: “Damages for breach by either party may be liquidat-
ed in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm
caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise
obtaining an adequate remedy.”
Buyers will want to avoid a state court construing a liquidated damages provision as a “penalty” and, accord-
ingly, unenforceable. In most states, a LD provision will be viewed as a “penalty” when the damage result-
ing from a breach of contract is susceptible of definite measurement, or where the stipulated amount would
be grossly in excess of actual damages. However, the amount agreed upon will be construed as enforceable
liquidated damages when the actual damages contemplated at the time of the agreement are uncertain and
difficult to determine with exactness, and when the amount fixed is not out of proportion to the probable
loss. Analysis of a LD provision depends on the parties’ intent, and the breaching party will usually have the
burden of proving a LD clause’s impropriety.
U.S. courts usually will not intervene under what is known as the “blue pencil rule” to modify a “liquidated
damages” paragraph so that the buyer can enforce a lesser amount than that called for in the liquidated
damages provision of the contract. The judge will either declare the “liquidated damages” provision to be
enforceable or strike the paragraph as excessive and an unenforceable “penalty.”
Two U.S. cases illustrate the risks and rewards of relying upon liquidated damages for breach of contract:
Legal Developments: U.S. Aerospace Sector
June 2013 Bulletin
CONTACT INFORMATION
Anthony H. Anikeeff
Government Contracts
703.760.5206
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Gregory R. Bishop
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NC | VA | DC
2. Lefemine v. Baron.
This Florida case dealt with a liquidated damages provision in a real estate contract, which provided
that the buyer would forfeit its deposit of 10% of the sales price ($37,000) if it breached the contract.
The LD provision would have been reasonable on its face but for an additional provision which gave the
seller the option of either keeping the deposit as LD or suing under the contract for actual damages. The
court stated:
“The reason why the forfeiture clause must fail in this case is that the option granted to Seller either to
choose liquidated damages or to sue for actual damages indicates an intent to penalize the defaulting
buyer and negates the intent to liquidate damages in the event of a breach. The buyer under a liquidated
damages provision with such an option is always at risk for damages greater than the liquidated sum.
On the other hand, if the actual damages are less than the liquidated sum, the buyer is nevertheless
obligated by the liquidated damages clause because the seller will take the deposit under that clause.
Because neither party intends the stipulated sum to be the agreed-upon measure of damages, the pro-
vision cannot be a valid liquidated damages clause.”
Lessons for Drafting U.S. Aerospace Supply Contracts:
In construing a LD provision, the parties’ intent is of paramount importance. If the parties intend for
liquidated damages to be the remedy, avoid references to the right to elect alternative or cumulative
remedies —it creates a risk to the buyer that the LD will be viewed as a penalty and unenforceable. At
a minimum, suppliers should insist that LD be limited to a specific type of breach (such as damages
for delay) and attempt to limit the buyer’s right to sue for actual damages to other types of contact
breaches, such as for defective products or failure to obtain all governmental approvals. Otherwise, the
remedies provisions of the supply contract will be of uncertain enforceability, increasing the litigation
costs and risks for both parties. .
International Marine, LLC v. Delta Towing, LLC.
In this case, decided in 2013 by the United States Court of Appeals, the sales agreement for two tug-
boats provided for $250,000 in liquidated damages if the boat was used in violation of a noncompeti-
tion provision. The court upheld the LD provision, noting that the parties had heavily negotiated the LD
provision, which was originally $4 million per violation, down to $250,000. Moreover, the difficulty in
proving damages was established by evidence about the nature of the boat charter business to which
the clause applied. Specifically, the court held it to be exceedingly difficult to estimate damages before
a non-competition clause is breached. Further, the amount fixed in the LD provision was reasonable
because it approximated the actual loss that would result from a particular breach, i.e., the range of
expected fees and contract duration. The Federal Court upheld the application of the LD provision to 36
separate violations, even though the total of $9 million in damages was more than the sales price of at
least one of the tugboats under the contract.
Lessons for Drafting U.S. Aerospace Supply Contracts:
Do not expect American judges to modify an enforceable LD provision to make it reasonable in relation
to the total contract amount. The provisions if properly drafted will be enforced strictly according to
their terms. A party can attempt to negotiate a cap on LD, so that they do not exceed the total contract
amount, however. The type of non-competition provision in the maritime case is similar to those in air-
craft or aerospace equipment leasing contracts; these parties should carefully study their LD provisions
prior to executing any such agreements.
Développements Juridiques :
Secteur Aérospatial Américain
Bulletin de Juin 2013
NC | VA | DC
Eliot Norman and
Brendan O’Toole, Williams
Mullen.
Bertrand Tamalet, law
student, University of
Richmond School of Law
provided assistance in the
preparation of this Bulletin.
He also holds a Masters in
Procedural Law from the
University of Perpignan,
France.
Eliot Norman is a senior
partner, Williams Mullen, and
member of the International
Practice Group based in
Washington, D.C. Brendan
O’Toole is an associate in
the firm where he focuses
on commercial litigation.
Mr. Norman advises on the
negotiation and enforcement
of manufacturing supply
agreements and other legal
issues for companies who
are exporting to or investing
in the United States. Eliot
Norman speaks French
fluently and recently spoke
to the AFJE (Association
Francaise de Juristes
d’Entreprise) in Toulouse and
to the BavAIRia Aerospace
Cluster in Munich on Master
Supply Agreements and
related legal issues.
For additional information:
please contact Eliot Norman
enorman@williamsmullen.
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