Commercial Transactions Archives

February 1, 2021

What is a Release clause?

When signing a settlement agreement, the most important consideration is whether the agreement prevents one or both parties from filing any lawsuits in the future. If the agreement does not prevent future litigation over the same topic, it is essentially useless as a settlement. This release of future claims is contained in the release clause of most settlement agreements. The release clause should clearly state that the case being settled will be withdrawn from court and that one or both parties, depending on the circumstances, forever gives up their right to file litigation based on the same dispute in the […]

January 29, 2021

What happens when two parties agree to cancel a transfer of property?

Sometimes, parties that originally agreed to transfer property will change their minds. This could be due to changed circumstances or even just a simple change of heart on behalf of the seller and buyer. If only one party tries to cancel the transaction this would lead to a breach of the contract, but if both parties agree to nullify their agreement then both the seller and the buyer can walk away from the transaction without legal consequence. However, if the seller and buyer entered into a legally binding contract to sell property, simply walking away from it will not nullify […]

October 18, 2019

What are some ways to limit the expanse of a license?

Granting another company or person a license for intellectual property, is a powerful way to turn patented, copyrighted or trademarked ideas into a source of reoccurring profit. However, granting a license that is too broad can result in a wasted opportunity and lost profit. Therefore it is important to tailor the license agreement to fit exactly the parameters that fit the license fee being paid. The most common way to limit the expanse of a license is to make it non-exclusive. This allows the rights holder to grant further licenses to other parties and continue to develop other revenue streams. […]

May 23, 2019

Does a buyer have to inspect goods upon receiving them?

A big problem arises in purchase and sales agreements when the seller and buyer are not clear on the products that are to change hands. The seller may ship a certain quality and quantity of products that he or she thinks the buyer wants, when in fact the buyer actually was hoping for something completely different. In these cases it is always best for the buyer to inspect products upon receipt. However, whether the buyer has an obligation to do so depends on the terms of the contract or whether the buyer is an experienced merchant or a normal person. […]