Tag Archives: contract

Pay When Paid Clauses

Pay when paid clauses are highly contentious provisions in the construction industry that all sub-contractors need to be aware of.  In the normal course, a contractor must continue to pay a sub-contractor whether or not the contractor has been paid.  A pay when paid clause (PWP clause) will alter the normal course and permit the contractor to withhold paying a sub-contractor until the contractor is paid by the party above it in the construction pyramid.

Insurer’s Duty to Defend – All Pleadings Matter

From time to time a situation will arise where there are disputes between an insurance company and a potential insured party as to whether coverage will apply to a particular situation and/or a particular individual or entity (the “Potential Insured”) where the Potential Insured has been claimed against.  For example, a Potential Insured is sued for allegedly causing injury to someone passing in front of his house, but it is unclear if the person was injured on the sidewalk (public property) or the Potential Insured’s property (which is covered by the Potential Insured’s home insurance policy).  The Potential Insured’s insurance company claims that it is not required to defend the claim because the injured party may have been off the Potential Insured’s property at the time the injury took place.

Loans and Limitation Periods

There are almost an infinite variety of loan formats and types.  At the more formal end you have mortgages and at the other end of the spectrum you have personal oral agreements between family and/or friends.  Then there is everything else in between.  Regardless of the type of loan, what the lender needs to be aware of is when his or her rights to enforce and collect on that loan will legally expire, because once the right is lost it cannot be revived.

Enforceability of letters of intent and memorandums of understanding

Parties from time to time will enter into a letter of intent, memorandum of understanding or similar such preliminary agreements.  Often they precede the execution of a more fulsome and detailed ultimate agreement.  They range in content from vague agreements setting out conditions governing subsequent negotiations to more detailed documents setting out the terms the parties agree on to date and leaving open those parts left to be negotiated.

Anticipatory Breach of Contract

As we all know, contracts are not written in stone.  For any number of reasons one party to a contract may no longer be willing or able to carry out its contractual obligations.   If the other innocent party to the contract is made aware that the non-compliance is forthcoming then the law provides certain rights and options to the innocent party.