Whether a dispute proceeds in court or in arbitration can have significant consequences for the positions of the parties and the outcome of the dispute. It is incumbent upon businesses, investors, and their advisors to understand the scope and enforceability of all potentially applicable arbitration agreements they, their affiliates, and their associates enter into both before and after disputes arise.Read More
Investing in a startup requires a healthy appetite for risk, and with startups sometimes you have to kiss a lot of frogs to find a prince or princess. When the start up you’ve invested in fails, there are prudent steps to take before the company closes its doors (or garage doors).Read More
Stock options, warrants, put/call agreements and other agreements involving business ownership rights are often used by growing privately-held companies. Many legal issues may arise when those rights are in dispute.Read More
We’ve previously discussed integration clauses in contracts providing that a written agreement is the complete and final expression of the parties’ agreement and that it cannot be contradicted by evidence of a prior or contemporaenous oral agreement. If you want the term in the contract then it should go in. This is contained in California Code of Civil Procedure Section 1856. Fair enough.
In late December, the California Court of Appeal decided Albert Kanno v. Marwit Capital Partners II, L.P. involving Albert Kanno’s sale of three businesses to a private equity fund. There were three agreements--a sale agreement, stock subscription agreement, and stockholder agreement, and all three had integration clauses. But Kanno alleged there was also an oral Stock Redemption Agreement.Read More
In its recent decision in Jacobs v. Locatelli, H042292 (Feb. 8, 2017), the Sixth Circuit Court of Appeals held that when one of several real estate owners signs on behalf of the others, a claim for a brokerage commission is not automatically barred by the statute of frauds and the parol evidence rule.Read More
A 2013 California Supreme Court case has brought about a sea change in how far parties can rely on their written agreements, with the repercussions playing out in real time.
The "parol evidence rule" provides that, when parties enter into a written contract intended to be the final expression of their agreement, they can't use extrinsic evidence (evidence outside the agreement, like prior or contemporaneous oral agreements or statements) to alter or add to it. This is why contracts commonly contain an “integration clause”, essentially saying this is the final and only expression of the parties’ agreement. Outside evidence can be used to clear up places where the contract is ambiguous--but it can’t contradict what’s in the agreement.Read More