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The Court enforced a forum selection clause in a franchise agreement, and transferred venue of the case from Gaston County to Buncombe County.


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The Court ruled that the plaintiff could proceed with its case even though the Master Agreement at issue contemplated the need to negotiate the terms of future agreements. The agreement was therefore not an unenforceable agreement to agree. Judge Tennille described the Agreement at issue and its attachments as "a very sophisticated business transaction among parties of equal knowledge negotiating at arms length," and said that "the extensive nature of the documentation left very few terms to be negotiated for each side.

It contained what the Judge referred to as "impasse provisions" which dealt with situations where the parties did not reach agreement. The impasse provisions in. Brief in Support of Motion to Dismiss. Brief in Opposition to Motion to Dismiss. Reply Brief in Support of Motion to Dismiss.

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The Court granted a Motion for Summary Judgment, finding that a Letter of Intent containing language which said that it did "not create any binding, contractual rights between Flowers and JDH and shall serve only as an expression of intent between the parties" was an unenforceable agreement to agree. The Court also rejected the argument that the subsequent oral agreements of the parties, and their partial performance, made the LOI enforceable; and also the argument that the Plaintiff was in the alternative entitled to a recovery in quantum meruit.

Brief in Support of Motion for Summary Judgmen. Brief in Opposition to Motion for Summary Judgment. In its first significant opinion of the new year, the Business Court interpreted the pricing mechanism contained in a contract between convenience store operator The Pantry and CITGO, its supplier of gasoline.

Insurance Contract Interpretation

CITGO said the contract price should be determined by the two lowest prices for E gasoline, but The Pantry said it should be determined by the two lowest prices for clear gasoline. He determined that the "only reasonable interpretation" of the contract was for the parties to look to the "precise motor fuel product purchased by The Pantry whether clear gasoline or E gasoline " to determine the proper price. Claims against the lender which had financed an acquisition gone awry were barred by the exculpatory provisions of a subordination agreement.

Georgia law applied, and Georgia law permits one contracting party to waive all recourse in the event of breach by the other. Plaintiffs did not have a claims for the breach of the duty of good faith and fair dealing, because the assertion of valid rights under an enforceable agreement does not give rise to such a claim just because the assertion of those rights adversely impacts the parties against whom the rights are asserted.

The tortious interference with contract claim made the the Plaintiffs was also dismissed. A lender exercising its rights to collateral under a standard commercial financing arrangement ordinarily has justification for its actions, and the plaintiff make something more than conclusory allegations about justification.

There was no fiduciary duty under the loan agreement. Crime Criminal Law Road Traffic.

Elements of Contract Interpretation

Company and Commercial Contract Law. Projects and Infrastructure Construction Law. Real Estate Environmental Law. Private Client Trusts Law. Archbold out now. Enter a valid email address. The selected product information will be included in the email.

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The email addresses you provide will not be used for any other purpose. You can view a detailed privacy statement here. Your email has been sent. Interpretation of Contracts, The. Paperback, eBook - ProView. This book provides explanation and guidance on the key principles that the court uses when interpreting contracts, through the lens of the five core principles identified by Lord Hoffmann in Investors Compensation Scheme Ltd v West Bromwich Building Society The book goes through each component of a contract, setting out the basic proposition, followed by analysis and the most relevant judicial decisions for practitioners.

Explains how the meaning of a contract can be ascertained. Identifies the materials available to aid in the interpretation of contracts, analysing each: Lays out the golden rule as regards the meaning of words, and its operation in practice through key decisions. Covers the circumstances in which terms can be implied and fulfilled, including important developments following the Belize Telecom case, and the extent to which entire agreement clauses preclude the implication of terms. Looks at the rules of construction, including the consideration of a clause in the context of a whole document, the addition of special conditions to a standard form of contract and the relationship of general and special provisions.