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Searching Content indexed under Contracts and Commercial Law by Torys LLP ordered by Published Date Descending.
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1
Will Your Indemnity Survive The Apocalypse?
You are buying a company and are concerned about hidden liabilities, so the seller has agreed to give certain representations and warranties to address your concerns.
Canada
29 May 2019
2
Don't Test Your Faith: Drafting Earn-Outs
You are in negotiations to buy a business with little operating history. The seller is convinced the business has significant growth potential, so you agree to include an earn-out to bridge the valuation gap.
Canada
26 Apr 2019
3
Ontario Court Of Appeal Applies Minimum Performance Principle For Damage Costs In Breach Of Contract
The Ontario Court of Appeal has ruled on the relationship between termination for convenience clauses and damages for wrongfully terminating a commercial agreement for cause in its decision in...
Canada
6 Aug 2018
4
Federal Court Of Appeal Confirms Common Interest Privilege Applies In Commercial Transactions
On March 6, the Federal Court of Appeal confirmed that common interest privilege (CIP) protects the sharing, between parties to a commercial transaction, of communications ...
Canada
12 Mar 2018
5
What's It Going To Take? Efforts Clauses In Commercial Contracts
You have bought a business and agreed to use "best" efforts to obtain regulatory approval of the transaction.
Canada
10 May 2017
6
The Big MAC In M&A: Hold The Carve-Outs Please
In M&A, not all surprises are big enough to trigger a MAC (or material adverse change) clause, especially if they relate to a target's financial underperformance.
Canada
30 Nov 2016
7
How Firm Is Your Handshake?: Letters Of Intent In M&A
You signed a non-binding letter of intent. Weeks later, negotiations to finalize the deal have stalled, and you're starting to lose interest in the transaction.
Canada
11 Oct 2016
8
Midstream And E&P Pipeline Contracts May Be Rejected In Bankruptcy Cases
On March 8, a U.S. bankruptcy judge ruled that debtor Sabine Oil & Gas Corporation (Sabine), an upstream company, was permitted to reject pipeline contracts with midstream gatherers.
Canada
22 Mar 2016
9
Québec Court Of Appeal Clarifies The Role Of The Representative Plaintiff And How To Apply The Proportionality Principle In The Context Of Article 1003 CCP
The QCA confirmed that the principle of proportionality must be considered when assessing the four authorization criteria and does not constitute a separate authorization criterion.
Canada
2 Mar 2015
10
Deal Certainty: More Sellers Will Seek To "Lock The Box"
Assuming the recent frothy sellers’ market continues into 2015, we expect to see more use of the locked box in the near future.
Canada
26 Jan 2015
11
Canadian Law Embraces Duty of Honesty in Contractual Performance
Parties to contracts in Canada now have a good reason not to lie or act deceptively to their counterparties in performing their contractual obligations.
Canada
26 Nov 2014
12
Supreme Court Addresses Contractual Interpretation And Arbitral Review Standard In Sattva Capital Decision
The Supreme Court of Canada recently released its decision in Sattva Capital Corp. v Creston Moly Corp., 2014 SCC 53.
Canada
1 Sep 2014
13
Commercial Division Of The New York State Supreme Court Adopts New Rule Permitting Accelerated Adjudication
The Commercial Division of the New York State Supreme Court has issued Rule 9, which governs a new accelerated adjudication process between parties.
Canada
7 Jul 2014
14
The International Comparative Legal Guide To: Securitisation 2014
A practical cross-border insight into securitisation work.
Canada
15 May 2014
15
New York Court Explains When Lost Profits Are Recoverable
The New York Court of Appeals held that a plaintiff could recover lost profits for a breach of contract—even though the contract precluded recovery.
Canada
12 May 2014
16
A Defining Mistake: The Importance of Accurate Drafting in All Commercial Documents
In this article, Commercial Litigation Review shifts our focus to a recent decision of the Quebec Superior Court. All counsel must remind themselves constantly of the importance of precise drafting and that precision must extend both to the contract and to pre-contractual documents.
Canada
18 Jun 2010
17
A Litigator’s View Of Pitfalls In Technology Contracting: Avoiding Common Mistakes
Technology contracting can be very different from other commercial agreements because the execution of a contract marks the beginning of a relationship meant to last years. In these long-term, often complex commercial relationships, it is not surprising that much can and sometimes does go wrong.
Canada
3 Jun 2008
18
A Canadian Perspective: Choice of Law and Choice of Forum
Canadian law with respect to choice of law and choice of forum favors party autonomy, particularly in international business-to-business contracting. In the contexts of these aspects of choice, only infrequently do Canadian courts act to limit party autonomy.
Canada
 
26 May 2006
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