The parties entered into a Compromise and Settlement Agreement to resolve litigation between QED Manufacturing and the Ventors. Key terms of the agreement include: QED will pay the Ventors $48,800 within 90 days; QED will deliver lawn equipment to the Ventors within 30 days; the Ventors grant QED an exclusive 5-year license to their patent; and the parties will dismiss all pending claims against each other with prejudice. The agreement also outlines obligations, definitions, breach provisions, and general terms to fully resolve the dispute between the parties.
FORECLOSURE Response to JP Morgan Chase Foreclosurelauren tratar
WAKE UP AMERICA! Banks are STEALING HOUSES they do not own nor did they pay a dime for! Mortgages were PRE-SOLD to Investors of Mortgage-Backed Securities. A bank CANNOT foreclose if it has NOTHING TO LOSE! The banks shifted the risk to the Investors and the banks took the PROMISSORY NOTES cashed them into the FRAUDULENT FEDERAL RESERVE, and then SOLD the exact same NOTES to MBS Trusts MULTIPLE TIMES!!!
Express working capital llc v Starving Students IncM P
Synopsis
Background: Buyer of corporation's future credit card receivables brought action against seller-corporation and its owner, alleging breach of contract, promissory estoppel, fraud, and fraudulent inducement. Defendants asserted usury defense and counterclaim. Parties cross-moved for summary judgment.
While working as a summer law clerk at Mayer & Mayer, I wrote this informational memorandum that outlines the historical origins and modern application of Vermont laws regarding fraudulent transfers.
Court Order Granting Certification of Demchak Royalty Class Action Lawsuit Se...Marcellus Drilling News
The court order that certifies the class action status of the "Demchak" royalty case in Pennsylvania against Chesapeake Energy. PA landowners sued Chesapeake Energy for shorting them on royalty payments using a technique of inflating post-production prices. This order allows the settlement to proceed.
Supreme Court of Texas Marries Contractual Limitations to Insurance PoliciesNationalUnderwriter
Supreme Court of Texas Marries Contractual Limitations to Insurance Policies by Tom Stilwell, John English, Justin T. Scott, and J. Sean Jain
In a case that has been closely watched by the oil and gas industry and its insurers, the Supreme Court of Texas recently issued its opinion in In re Deepwater Horizon, and settled the debate concerning whether a company’s insurance policies stood alone or were married to and dependent upon an insured’s limited obligation in a separate contract to insure and indemnify a third party. Specifically, the court found that Transocean’s $750 million primary and excess insurance policies did not offer unrestricted coverage to BP as an additional insured, but instead incorporated and were bound by the
limitations placed on Transocean’s liability under the parties’ drilling contract (the “Drilling Contract”).
The Law of Penalties - ANZ v Andrews and beyond Laina Chan
In https://www.youtube.com/watch?v=TVVSSbLUm0g, Ian Bailey SC and Laina Chan barristers, discuss the developments in the law of penalties since ANZ v Andrews. They also consider the approach of the Supreme Court in the UK in the first of a series of Chatz with Bailey SC and Chan in Cavendish Square Holding BV v Talai El Makdessi [2015] UKSC 67. This is the powerpoint that accompanies the chatz
FORECLOSURE Response to JP Morgan Chase Foreclosurelauren tratar
WAKE UP AMERICA! Banks are STEALING HOUSES they do not own nor did they pay a dime for! Mortgages were PRE-SOLD to Investors of Mortgage-Backed Securities. A bank CANNOT foreclose if it has NOTHING TO LOSE! The banks shifted the risk to the Investors and the banks took the PROMISSORY NOTES cashed them into the FRAUDULENT FEDERAL RESERVE, and then SOLD the exact same NOTES to MBS Trusts MULTIPLE TIMES!!!
Express working capital llc v Starving Students IncM P
Synopsis
Background: Buyer of corporation's future credit card receivables brought action against seller-corporation and its owner, alleging breach of contract, promissory estoppel, fraud, and fraudulent inducement. Defendants asserted usury defense and counterclaim. Parties cross-moved for summary judgment.
While working as a summer law clerk at Mayer & Mayer, I wrote this informational memorandum that outlines the historical origins and modern application of Vermont laws regarding fraudulent transfers.
Court Order Granting Certification of Demchak Royalty Class Action Lawsuit Se...Marcellus Drilling News
The court order that certifies the class action status of the "Demchak" royalty case in Pennsylvania against Chesapeake Energy. PA landowners sued Chesapeake Energy for shorting them on royalty payments using a technique of inflating post-production prices. This order allows the settlement to proceed.
Supreme Court of Texas Marries Contractual Limitations to Insurance PoliciesNationalUnderwriter
Supreme Court of Texas Marries Contractual Limitations to Insurance Policies by Tom Stilwell, John English, Justin T. Scott, and J. Sean Jain
In a case that has been closely watched by the oil and gas industry and its insurers, the Supreme Court of Texas recently issued its opinion in In re Deepwater Horizon, and settled the debate concerning whether a company’s insurance policies stood alone or were married to and dependent upon an insured’s limited obligation in a separate contract to insure and indemnify a third party. Specifically, the court found that Transocean’s $750 million primary and excess insurance policies did not offer unrestricted coverage to BP as an additional insured, but instead incorporated and were bound by the
limitations placed on Transocean’s liability under the parties’ drilling contract (the “Drilling Contract”).
The Law of Penalties - ANZ v Andrews and beyond Laina Chan
In https://www.youtube.com/watch?v=TVVSSbLUm0g, Ian Bailey SC and Laina Chan barristers, discuss the developments in the law of penalties since ANZ v Andrews. They also consider the approach of the Supreme Court in the UK in the first of a series of Chatz with Bailey SC and Chan in Cavendish Square Holding BV v Talai El Makdessi [2015] UKSC 67. This is the powerpoint that accompanies the chatz
This is a detailed overview of the enforcement of foreign arbitral awards: New York Convention 1958, with a special reference to the section on foreign arbitral awards in Nepalese Arbitration act 2055.
In the cae below identify the subject matter of the controversy, whe.pdfwailesalekzydelore94
In the cae below identify the subject matter of the controversy, whether the common law or the
UCC (Artlce 2) would cover the contractual issues, and explain the reasons for your conclusions.
Also, discuss when, in general, the UCC (Article 2) governs contracts and when the common law
governs.
Kurt N. Aslakson, et al., Appellants, v. Home Savings Association, Respondent, Upper
Northwest Payment Plans Co., Respondent
No. C6-87-1497
Court of Appeals of Minnesota
416 N.W.2d 786; 1987 Minn. App. LEXIS 5110; 6 U.C.C. Rep. Serv. 2d (Callaghan) 35
December 3, 1987, Decided December 15, 1987, Filed
PRIOR HISTORY: [**1] Appeal from Hennepin County, District Court, Hon. Ann
Montgomery, Judge.
DISPOSITION: Affirmed. CASE SUMMARY:
PROCEDURAL POSTURE: Appellant homeowners sought review of the decision from the
Hennepin County, District Court (Minnesota), which granted summary judgment in favor of
respondents, savings association and payment plan, on the homeowners\' claim of tortious
interference with contract.
OVERVIEW: The homeowners entered into a conditional sales contract to purchase a mobile
home. Subsequently the contract was assigned to the savings associationThe homeowners argued
that thetrial court erred in determining, as a matter of law, that their claims of wrongful
interference with contracts were invalid. The court determined that the trial court had correctly
determined that a contract between the homeowners and a subsequent buyer could not arise
absent performance of a condition precedent, which was the approval of the subsequent buyer\'s
assumption of the loan. Even if this court were to determine that valid contracts existed between
the homeowners and prospective buyers, the issue of justification would have to be addressed
and the savings association and payment plan would have prevailed. Credit checks and equity
interests were commercially reasonable assurances and could not be met by the prospective
buyers. The savings association and payment plan were within their right to refuse the
assignment.
OUTCOME: The court affirmed the decision from the trial court.
CORE TERMS: mobile home, materially, prospective buyer, breach of contract, assignee,
buyer\'s, purchase agreement, assignor, summary judgment, down payment, substantial interest,
conditional, assurances, assigned, inducing, delegate, condition precedent, contractual,
contingent, delegation, tortious interference, credit check, right to refuse, wrongful interference,
contractual duties, equity interest, delegating, purchaser, happening, default
LexisNexis(R) Headnotes
1 of 7 4/4/12 5:11 PM
http://www.lexisnexis.com/lnacui2api/delivery/PrintDoc.do?jo...
Torts > Business Torts > Commercial Interference > Contracts > General Overview
[HN1] \"Interference with contract\" is somewhat broader than \"inducing breach of contract\" in
that the former includes any act injuring or destroying persons or property which retards, makes
more difficult, or prevents performance, or makes performan.
1. Uniform Commercial Code › U.C.C. - ARTICLE 2 - SALES (2002) › PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT › § 2-302. Unconscionable contract or Clause.
§ 2-302. Unconscionable contract or Clause.
(1) If the court as a matter of law finds the contractor any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contractor any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
https://www.law.cornell.edu/ucc/2/2-302
Weaver v. American Oil Company
276 N.E.2d 144 (1971)Supreme Court of Indiana.
ARTERBURN, Chief Justice.
In this case the appellee oil company presented to the appellant-defendant leasee, a filling station operator, a printed form contract as a lease to be signed, by the defendant, which contained, in addition to the normal leasing provisions, a "hold harmless" clause which provided in substance that the leasee operator would hold harmless and also indemnify the oil company for any negligence of the oil company occurring on the leased premises. The litigation arises as a result of the oil company's own employee spraying gasoline over Weaver and his assistant and causing them to be burned and injured on the leased premises. This action was initiated by American Oil and Hoffer (Appellees) for a declaratory judgment to determine the liability of appellant Weaver, under the clause in the lease. The trial court entered judgment holding Weaver liable under the lease.
Clause three [3] of the lease reads as follows:
"Lessor, its agents and employees shall not be liable for any loss, damage, injuries, or other casualty of whatsoever kind or by whomsoever caused to the person or property of anyone (including Lessee) on or off the premises, arising out of or resulting from Lessee's use, possession or operation thereof, or from defects in the premises whether apparent or hidden, or from the installation existence, use, maintenance, condition, repair, alteration, removal or replacement of any equipment thereon, whether due in whole or in part to negligent acts or omissions of Lessor, its agents or employees; and Lessee for himself, his heirs, executors, administrators, successors and assigns, hereby agrees to indemnify and hold Lessor, its agents and employees, harmless from and against all claims, demands, liabilities, suits or actions (including all reasonable expenses and attorneys' fees incurred by or imposed on the Lessor in connection therewith) for such loss, damage, injury or other casualty. Lessee also agrees to pay all reasonable expenses and attorneys' fees incu.
Lawweb.in whether dispute involving enforcement of intellectual property righ...Law Web
Not to put too fine a point on it, Mr. Dhond's argument misses a fundamental aspect of the Supreme Court's decision in V.H. Patel. What the Supreme Court had before it in that case was a reference to arbitration that related to three trade marks and injunction claims in relation to these. One of the arbitral declarations was that the three registered trade marks continued to be the assets of a particular firm. Others before the arbitrator were declared by arbitral award to have no right, title or interest in these marks. The arbitrator issued an injunction permanently restraining those others from using or explosing in the course of trade or otherwise any of those marks in any territory. No question was ever raised before the Supreme Court in V.H. Patel about the award on the issue of the trade marks being bad on account of nonarbitrability, nor did that issue give the Supreme Court pause. The only question of arbitrability was about the dissolution of the firm, and there, as we have seen, the Supreme Court found that reference to arbitration was indeed competent.
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
1. 1
Compromise and Settlement Agreement
This Compromise and Settlement Agreement (“Agreement”), dated as of May
2, 2014, is between QED Manufacturing & Distributing L.L.C., and Arthur Pryor
(together, “QED”), and Neville Ventor and Karen Ventor (together, “Ventors”).1
Recitals
1. Neville Ventor is an individual and sole proprietor based in Fort Worth, Texas.
2. QED Manufacturing and Distributing L.L.C is a Texas limited liability company
based in Addison, Texas.
3. From August 2012, QED and Neville Ventor began a business relationship which
terminated in July 2013 following a dispute between the parties.
4. After the dispute, litigation arose between QED and the Ventors, and eventually
the parties decided to settle.
5. This Agreement provides for the parties’ resolution of dispute and release of
claims against each other.2
Accordingly, the parties agree as follows:
Article 1 - Definitions
1.1 Definitions. The terms defined in the preamble have their assigned meanings, and
each of the following terms has the meaning assigned to it:
1 I felt itunnecessary to include“A Texas limited liability Company,” sinceitalready has L.L.C in its name.
Also,both parties arefrom Texas, so I omitted the states of incorporation/residencesincethey are the
same.
2 I chose to keep the languageas diplomatic as possibleand givea basic outlineof the events leadingup
to today.
2. 2
“Agreed Motion to Dismiss” means the document outlining the parties’
agreement to dismiss claims with prejudice, substantially in Exhibit A.
“Bad Faith” means the intentional or malicious refusal to perform a duty or
contractual obligation.
“Good Faith Efforts” means efforts made by a reasonable prudent licensee in a
similar situation.
“Lawn Equipment” means the lawn care equipment acquired in the purchase of
Lawn Solutions of Texas by QED, substantially listed in Schedule 1.
“Licensed Term” means the five-year period during which the Ventors license
QED to exclusively manufacture and distribute Stout-Turf.
“LSTI” means Lawn Solutions of Texas, Inc.
“Patent” means the Stout-Turf patent.
“Stout-Turf” means Stout-Turf fertilizer.
“Territory” means the geographical areas across the United States of America in
which QED currently intends to, or anticipates in the future to, manufacture and
distribute Stout-Turf.
Article 2 - QED’s Obligations
2.1 Honorarium. Subject to the terms and conditions of this Agreement, QED shall pay
the Ventors $48,800.00 via certified check3 within 90 days of this Agreement.4
3 This was not specified in the facts,but I thought to includeitso that the time and manner criteria of
payment were met. This seems to favor my clientas it is fairly convenientand incurs less (if any) fees than
a wire transfer.
4 Technically,itis paymentwithin 90 days of the Mediation Settlement Agreement, but I look to the intent
of both parties thatthis Compromise and Settlement Agreement should supersedethe Mediation
Settlement Agreement. In doingso, this favors my clientQED, allowingmore time for payment of a pretty
sizeablesumof money.
3. 3
2.1.1 Amount of the Honorarium. This amount of money is equal to
(1) $50,000.00 less
(2) $1200.00 in mediation fees.5
2.2 Commission. During the Licensed Term, QED shall pay the Ventors a commission of
5% of all net sales generated by the sale of Stout-Turf.
2.3 Lawn Equipment. Within 30 days of this Agreement6, QED shall deliver to the
Ventors the Lawn Equipment.
2.3 Assignment of Name. By signing this Agreement, QED grants to the Ventors all
rights in the name LSTI.7
2.3.1 Name. The rights in the name LSTI include all rights at common law, which
may be granted or renewed, and are to be held and enjoyed by the Ventors for the
Ventors’ own use and enjoyment, and the enjoyment of their successors and
assignees.
Article 3 - License
3.1 License. By signing this Agreement, the Ventors grant to QED an irrevocable,
exclusive8 five-year patent license to manufacture and distribute Stout-Turf in the
Territory.9
3.1.1 Patent. The patent is U.S. Patent No 8,675,309.
3.1.2. Licensed Term. The Licensed Term begins on 5/2/12 and ends at 11:59PM
5/2/17.
5 I thought that a simpledeclaration would sufficein explainingthenet payment owed to the Ventors
($50,000 - $1,200) sinceboth parties are awareof the fact that they need to splitmediation costs.This
assumes the Ventors know basic mathematics.
6 Even though not expressly stated in the Mediation Settlement Agreement, I felt that including“within 30
days”would favor my clientand give him ample time to convey the equipment.
7 I opted for this approach to convey the right to use the name “Lawn Solutions of Texas, Inc.” This
assumes that QED has a trademark right in LSTI and the right to convey it.
8 Even though “exclusive”was not specified in the Mediation Settlement Agreement, this is clearly what
my clientwants as indicated in his reply to the initial suit.
9 I thought about addinga warranty clause,but itseemed unnecessary.
4. 4
3.2 Good faith. QED shall make Good Faith Efforts to manufacture and distribute Stout-
Turf during the Licensed Term.
3.2.1 Presumption. During the Licensed Term, the Ventors shall presume that
QED will make Good Faith Efforts to manufacture and distribute Stout-Turf.
3.2.2 Bad Faith. In the event that the Ventors dispute QED’s Good Faith
Efforts, the Ventors must show by a preponderance of evidence the
existence of Bad Faith. If Bad Faith is present, the Ventors may cause the
patent license to lapse.10
3.2.3 Lapse. In the event that the Ventors cause the patent license to lapse
due to Bad Faith, QED has the right to cure its defect within 30 days after
notification by the Ventors.
3.3 Option to Purchase. At the end of the Licensed Term, QED may at its sole
discretion11 purchase the Patent from the Ventors at a reasonable price mutually agreed-
upon by both parties.
3.3.1 Arbitration. Subject to the terms of this Agreement, if at the end of the
Licensed Term, the parties are unable to agree on a price for the Patent, the parties
shall appoint a neutral arbitrator to decide this price.
3.3.1.2 Parties’ Evidence. In the event that an arbitrator is required to
determine the price for the Patent, each party may submit relevant
evidence to help the arbitrator in making a decision.
Article 4 - Settlement of Claims
4.1 Collateral Estoppel. QED and the Ventors shall jointly seek dismissal with prejudice
of the pending lawsuit assigned Cause Number 496-300178-14.
10 Yes, I agree that I made this complicated.The reason being - I want to protect my client’s interests as
much as possibleand createa hurdle for the Ventors before they can lapsethe licenseand affect my
client’s business interests.This mightbe considered “one-sided” and I may be takinga risk,butultimately
I think this is fair.
11 I thought that “may at its solediscretion,”although superfluous,sounded stronger than usingsimply
“may”.
5. 5
(1) Within 30 days of this Agreement, QED shall add Karen Ventor as a party to
its current license-related claims against Neville Ventor, and immediately notify
the Ventors of this action.
(2) Within 30 days of receiving notice of QED’s amended claim, Karen Ventor
shall file an answer to this claim without the necessity for formal service of
process.12
4.2 Release from claims. Except as otherwise provided in this Agreement, each party
releases, and forever discharges the other from all actions, claims13, and obligations, both
in law and equity, that either of them ever had or currently has, against the other by
reason of any matter, to the date of the execution of this Agreement.14
12 As per our email correspondence, my understandingof collateral estoppel is somewhatlimited and I
tried to keep this as simpleas possible.I felt that 30 days was ampletime for the parties to get things filed
with the state districtcourt,notwithstandingthe fact that they have to wait for the court to sign the order
of dismissal.
13 I thought that this languagewas specific enough to includeclaims for negligence.
14 I thought that the “ever had/currently has”languagegets rid of all pastand current claims
(notwithstandingcollateral estoppel),butstill allows for claimsto be brought under this Agreement.
6. 6
Exhibit A - Agreed Motion to Dismiss
[page intentionally left blank]
7. 7
Schedule 1 - List of Lawn-Care Equipment
[page intentionally left blank]
8. 8
Article 5 - General Provisions
5.1 Breach. If either party believes that the other party is in material breach of this
Agreement, then the non-breaching party shall:
(a) Deliver notice of such breach to the other party,
(b) Identify the actions or conduct that it wishes the other party party to take for
an acceptable and prompt cure of such breach.
(c) Give a period of 30 days to cure such breach.
5.2 Force Majeure. Neither party shall be liable to the other or shall be in breach of any
obligation in this Agreement if its performance is prevented or delayed by causes such as:
(a) war,
(b) riots,
(c) acts of civil or military authorities,
(d) flood, storm, and acts of God,
if those events are beyond its control.
5.3 Governing Law. This Agreement is governed by and is to be construed in
accordance with the laws of the State of Texas.
5.4 Attorney’s Fees. Subject to the terms of this Agreement, each party shall bear its
own attorney’s fees and costs.
5.5 Merger. This Agreement, together with its lists and schedules, constitutes the final,
exclusive agreement between the parties on the matters contained in this Agreement. All
earlier and contemporaneous negotiations and agreements between the parties on the
matters contained in this Agreement are expressly merged into and superseded by this
Agreement. The parties agree that the terms of this compromise and settlement agreement
bind the parties to this agreement, their heirs, executors, administrators, and assigns.
9. 9
To evidence the parties’ agreement to this Agreement, each party has executed and
delivered it on the date indicated under that party’s signature.
VENTORS QED MANUFACTURING AND
DISTRIBUTING, L.L.C
_______________________ ________________________
Mr. Neville Ventor By: Arthur Pryor, President15
Date: ________________________ Date: ________________________
1002 Western Avenue 2300 Research Boulevard
Fort Worth, Texas 76105 Addison, Texas 75001
________________________
Mrs. Karen Ventor
Date: ________________________
1002 Western Avenue
Fort Worth, Texas 76105
APPROVED AS TO FORM ONLY: APPROVED AS TO FORM ONLY:
________________________ ___________________________
Mr. Harold Lather Mr. Nivesh Oudit
Attorney for Ventors Attorney for QED16
Date: ________________________ Date: __________________________
15 Since Arthur Pryor intends to be bound in his capacity as Presidentof the LLC and not individually,I
omitted his individual signatureand his residentaddress.
16 Normally it’s Attorney for Defendant/Respondent, but sincethis is a settlement agreement I thought
that Attorney for [name of party] would suffice.
10. 10
Sources Used
1. 5 Am. Jur. Legal Forms 2d § 63:16 - This helped me with compiling a basic checklist
for Compromise and Settlement Agreements.
2. 7 Texas Forms Legal & Bus. § 12:92 (2013 ed.) - This form gave me some insight
into “dismissal with pending action” as a condition to arbitration.
3. http://www.gemalto.com/companyinfo/about/merger/download/patent_licence.pdf
This source gave me some background information regarding patent licenses.
4. Res Judicata and Collateral Estoppel in the Law of Partnership, 65 Cal. L. Rev.
863 (1977) - This source gave me some background information regarding collateral
estoppel.
5. 2 Miss. Civ. Trial Prac. Forms § 56:10 (4th ed.) - Also, another source for
background information on collateral estoppel.
6. § 83:106. Collateral assignment of trademarks - helped me with conveying the
trademark LSTI to the Ventors.
7. 4 Norton Bankr. L. & Prac. 3d Appendix 66-A § 66-A:13 - For general assistance
with settlement agreements.
8. 7A Texas Forms Legal & Bus. § 16:18 (2013 ed.) - This source helped me with
general considerations for compromise settlement agreements.