Sagar Shrestha Blaw 518 Written Assignment May 7, 2014 “In a potentially landmark verdict, a Dallas jury ruled Tuesday that two businesses can be involved in a legally binding partnership even when one of the parties never intended for the joint venture to be official.” (Posgate, 03/04/2014). On March 4, 2014, the Dallas Jury made a verdict on Energy Transfer Partners, L.P. (ETP) v. Enterprise Product Partners, L.P. (Enterprise) case that raises serious concerns regarding the value of written contracts within the business community in the state of Texas. FACTS In 2011, two energies based companies ETP and Enterprise approached to a discussion regarding the construction, development, and operation of a crude oil pipeline that would run from Cushing, Oklahoma to Houston, Texas. The preliminary discussion between ETP and Enterprise, concluded an execution of three agreements that explicitly details the legal duties and obligation of both parties. These three agreements were: Letter Agreement: The parties indisputably agreed that the proposed joint venture would not become binding unless and until these critical steps were executed or met. 1. Approval by the board of directors of each company, and 2. Negotiation, execution and delivery of "definitive agreements" were completed. 3. Both parties agreed that each party is permitted to terminate the negotiations with respect to the Transaction (Joint Venture) at any time, without any liability or obligation to the each other, whether arising from breach of contract or tort. Confidentiality Agreement: The agreement state that, “The Parties agree that unless and until a definitive agreement between the Parties with respect to the Potential Transaction has been executed and delivered, and... ... middle of paper ... ...1). . Retrieved May 7, 2014, from http://blogs.reuters.com/alison-frankel/files/2014/03/etpventerprise-enterpriseSJmotion.pdf Frankel, A. (2014, March 7). How Texas oil company won $319 million 'common law' partnership verdict. . Retrieved May 7, 2014, from http://blogs.reuters.com/alison-frankel/2014/03/07/how-texas-oil-company-won-319-million-common-law-partnership-verdict/ NEWS & INSIGHTS. (2014, May 5). ETP v. Enterprise Products: A Cautionary Tale for Prospective Joint Venturers. Retrieved May 7, 2014, from http://www.sidley.com/A-Cautionary-Tale-for-Prospective-Joint-Venturers-03-05-2014/ Posgate, N. (2014, March 4). Jury: Energy Transfer Partners and Enterprise had legal partnership. The Dallas Morning News. Retrieved May 7, 2014, from http://www.dallasnews.com/business/energy/20140304-jury-energy-transfer-partners-and-enterprise-had-legal-partnership.ece
On the 9th of February 2004 TransCanada Corporation, an energy company based in Alberta, Canada proposed a plan for the installation and use of a pipeline that would stretch from Alberta, Canada to oil refineries in the Gulf Coast of Texas in the United States. The pipeline, titled the Keystone Pipeline, would be installed in four separate phases and once completed would transport up to 1.1 million barrels of synthetic crude oil per day. Phases two through four of the pipeline encompass the parts of the pipeline that would be installed in the United States and would be located in the states of North and South Dakota, Nebraska, Missouri, and Illinois. TransCanada is currently awaiting approval from the US government in order to begin the installation of the US portion of the pipeline.
Whether oral or written, the contract must manifest a mutual intent to be bound expressed in a manner capable of being understood, and include a definite offer, unconditional acceptance and consideration.” (Express Contract 2016) The above definition is a much clearer explanation with key elements outlined; 1. mutual intent, 2, expressed in a manner capable of being understood, 3. definite offer, 4. unconditional acceptance and 5. Consideration.
According to the Regs. §1.708-1(b)(4), if the partnership occurs such a Technical Termination, “The partnership contributes all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and, immediately thereafter, the terminated partnership distributes interests in the new partnership to the purchasing partner and the other remaining partners in proportion to their respective interests in the terminated partnership in liquidation of the terminated partnership, either for the continuation of the business by the new partnership or for its dissolution and winding up.” Thus, it becomes a deemed new partnership.
A recent case decision from the Delaware Court of Chancery, Cigna Health and Life Ins. Co. v. Audax Health Solutions, Inc., called into question the use of special provisions in the letter of transmittal to bind non-signatory shareholders, and the use of a post-closing indemnification provision, contained in a merger agreement, that is not limited in duration or subject to a monetary cap.
The newest proposed phase has been met with mixed feelings. Many companies in industry wish to see the newest phase of the pipeline completed because many believe that it would be very beneficial to almost everyone. One of the biggest benefits that the construction of a new section of pipeline would provide is the large amount of jobs that it would create. The...
If we assume the verein is treated as a single law firm, there is a conflict arising out of the representation of Laser’s Edge and current client Gump. First, based on the facts, I am going to assume that verein member MPG is representing Laser’s Edge in the patent litigation against Gump. With this in mind, we have to determine whether our relationship with Gump has terminated after our last representation of the organization three months ago. Our problem here is that there was no express termination of our attorney-client relationship with Gump and the length of time and number of issues our firm has represented Gump indicate that our relationship is ongoing.
The type of merger between Electronic Data System (EDS) and AT Kearney is called Forward vertical merger. Forward vertical merger is when two or more companies combines together in the same industry but different field or when two companies producing goods and services for a product. Electronic data system, the US information technology group, brought AT Kearney, the global strategy consultancy firm in a deal worth $96m. Electronic data system was firm involving producing information technology equipment’s bought AT Kearney an IT consultancy firm.
Facts: Two residents of Virginia, Mildred Jeter a colored woman and Richard Loving a white man, got married in the District of Columbia. The Loving's returned to Virginia and established their marriage. The Caroline court issued an indictment charging the Loving's with violating Virginia's ban on interracial marriages. The state decides, who can and cannot get married. The Loving's were convicted of violating 20-55 of Virginia's code.
A non-disclosure or confidentiality agreements are contracts between two or more parties that outline confidential material, knowledge, or information that the parties wish to share with one another. An NDA creates a
This is an expression of willingness to contract made with the intention (actual or apparent) that it shall become binding on the offeror as soon as the person to whom it is addressed accepts it.
This case mentioned below is a fine example of understanding the Law of Contract in a better manner. (Gerald, 2014).
...uires the partnership to state who all the partners were at the time the cause of action arose. S28(1)(b). It provides that a partnership can be sued in any area where it has business premises or where one of the partners resides
The industry is divided into three distinct sectors including the upstream, midstream and downstream sectors. The upstream sector includes the exploration and production of crude oil as well as the exploration and production of natural gas. This sector has experienced the largest amount of deals in terms of mergers and acquisitions, which will be further discuss in section III. The midstream sector involves the transportation of extracted petroleum from the upstream sector through pipelines, rail, barge, truck as well as storage. Finally, the downstream sector connects the end consumers through derived products such as gasoline, liquefied natural gas (LPG), liquefied natural gas (LNG), kerosene (aircrafts), and diesel…
Before a partnership formation is imminent, the business needs to decide on which type of partnership to form. There are three types of partnerships: (1) general partnerships, (2) limited partnerships, and (3) joint ventures. All three partnerships contain two or more owners, but all partners assume equal division of ownership, liabilities, and profits in a general partnership. Limited partnerships offer limited liability protection based on each partner’s contribution percentage. Joint ventures are classified as general partnerships with limited existence periods. Once a type of partnership has been determined, the business fulfills a series of requirements before the partnership can be successfully formed. The first step is to register
The defendant is an Airlines Company that had 900 employees. The economic crisis followed with monetary crisis gave bad effects to the defendant. They should decrease the number of their airplanes form 9 to 2 airplanes. They also had to do the efficiency on their employees to 700. On the efficiency process, there was an agreement between the defendant and employees representation on October 30 1998. The agreement stated that they would bring Independent Public Accountant to analyze company financial condition. During the process, all side should work on their duty. The Defendant should pay employees’ wage. The agreement was not guarantee that didn’t mean the dispute process was over, but the negotiation still moved on. During the process, there was another agreement between the defendant and several employees. They agreed the finish the disputed process and the employees would get separation pay. Meanwhile, other employees, who were 153 people didn’t agree with that agreement. Because they didn’t agree each other, so the employees gave the case to the “Panitia Penyelesaian Perselisihan Perburuhan Pusat (P4P)”.