Howsoever Denominated, This Was Not Promissory Fraud

Parties exchange drafts of a contract and before signing one party surreptitiously substitutes provisions in the copy to be executed.  Some might call this "promissory fraud", but as Justice William Dato explains in an opinion published yesterday,...

Acceptance Or Counteroffer?

A California Court of Appeal opinion published yesterday highlights the importance of understanding how and when a contract is formed.  The case from an attorney's letter to an insurance offering to settle his client's claim for bodily injuries in...

Must An Assignment Be In Writing?

Lawyers are sometimes asked to render an opinion that "the [bill of sale] is sufficient as to form to transfer the Company’s right, title and interest in and to the assets specified in the Agreement to the Buyer".   Implicit in this opinion request...

Breaching A Contract May Be Wrong But It Isn't Independently Wrongful

 In 1995, the California Supreme Court held that a plaintiff pursuing a claim for interference with a prospective contractual or economic relationship had to plead that the defendant's conduct was wrongful.  Della Penna v. Toyota Motor Sales U.S.A.,...

Does A Party To A Contract Owe A Duty To Disclose An Intention Not To Renew?

Huy Fong Foods, Inc. makes Sriracha pepper sauce and for nearly three decades Underwood Ranches, L.P. supplied the peppers for Huy Fong's sauce.  Although the parties operated under written agreements for the first decade of their relationship, they...

When One Party's Professional Decides The Sufficiency Of That Party's Performance

Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing.  In California, it has long been held that the parties may agree that the...

Why Ask For An Opinion That A Contract Has Been Delivered?

California Civil Code Section 1550 provides that only four elements are "essential" to the existence of a contract:

Contractual Latin

Many terms associated with contracts and contract formation are of latin origin:

A Not So Strange Stranger In A Strange Land: Holder Of An Economic Interest May Be Liable For Tortious Interference

Out of Exodus?

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