Contracts or Contract Drafting

New York and Delaware each enjoy an excellent reputation in the business world and typically provide the governing laws and are the jurisdictions of choice in domestic (and many international) commercial contracts. But which law is more likely to uphold the freedom of contract? This blog post analyzes two New York Court of Appeals decisions

It is an old saw that partners, co-venturers, and insiders to closely held businesses owe fiduciary duties of loyalty and due care when dealing with one another. Importantly, these fiduciary duties modify the common law of fraud by imposing an affirmative duty upon the fiduciary to disclose material facts to the beneficiary, which, if breached,

Inspection rights in a partnership agreement are frequently ignored until a dispute arises. And by that time, a limited partner’s degree of access may make the difference as to whether a lawsuit is ultimately filed.

Section 17-305 of the Delaware Revised Uniform Limited Partnership Act , 6 Del. C. § 17-101, et seq. (“DRULPA” or