Collateral Exposure of Non-Signatory Affiliates in Commercial Contracts

Well-drafted commercial agreements identify the “Parties” clearly, define “Affiliates” separately, and specify any rights or obligations of party-affiliates in performance or enforcement provisions that apply only to them. Too often, however, commercial agreements use collective language—such as “ABC Company and its affiliates” or “ABC Company, collectively with its subsidiaries and other affiliates”—within the definition of …

Fraud vs. Contract Claims: The Risk of Stopping Your Analysis Too Soon

In complex commercial disputes, fraud claims can be both powerful and perilous. They offer the potential for enhanced remedies and strategic leverage, but they also introduce heightened legal and evidentiary challenges that do not arise in traditional contract-based claims. As a result, the decision to pursue a fraud theory requires more than an initial assessment …