Share purchase agreement
Right of First Refusal and Obligation to Sell: How to reconcile two interrelated contractual clauses?
When shareholders have agreed to a right of first refusal alongside an obligation to sell under certain circumstances, it remains uncertain whether a shareholder who is obliged to sell must formally notify the other shareholders to allow them to exercise their right of first refusal.
Insurance agreement
Can the Massive Increase of Insurance Premiums for Private Room Supplementary Insurance be a Ground for Contract Invalidation?
A policyholder suffering from leukemia has benefited from supplementary private room insurance for years. During the coverage period, the insurance company has increased the insurance premium by a staggering amount. The policyholder unsuccessfully tried to invalidate the contract to obtain a partial refund of the premiums paid.
Share purchase agreement
Under What Conditions can an Option Right be Enforced in a Shareholders Agreement?
In a shareholders’ agreement, an option right was granted to four brothers to keep a family business within the family. It proved useful when the fourth brother decided to grant a third party an emption right.
Sponsorship agreement, Subsequent impossibility
Cancellation of Sports Sponsoring Agreements for Force Majeure (COVID-19): Which Part of the Sponsorship Fees must be Reimbursed to the Sponsor?
The cancellation clauses of the sponsoring agreements gave the sponsor the right to obtain the (partial) reimbursement of the paid sponsorship fees.
Distribution agreement
Unsuccessful claims of a former distributor: no indemnity for goodwill and no set-off of counterclaims
Valid contractual waiver of set-off and no goodwill indemnity because the distribution contract was not exclusive.
Agency, Representation
A party acting as a representative once, may not be a representative twice.
In the absence of a validly conferred power of attorney, the principal shall only be bound if the third party can rely on its own legitimate representation of the situation.