Two staples of sophisticated commercial contracts are integration (aka “merger” or “entire agreement”) clauses and non-reliance (aka “no-reliance” or “anti-reliance”) clauses. While sometimes used interchangeably in casual conversation, and while having some functional similarities, there are important differences between the two clauses. An integration clause prevents parties from asserting or challenging a contract based on …
Tag Archives: breach of contract
Three-Year Limitations Period Governs Bank Customer’s Suit for Misapplied Deposits – IL First Dist.
Now we can add PSI Resources, LLC v. MB Financial Bank (2016 IL App (1st) 152204) to the case canon of decisions that harmonize conflicting statutes of limitations and show how hard it is for a corporate account holder to successfully sue its bank. The plaintiff, an assignee of three related companies**, sued the companies’ …
Six-year Delay in Asking For Earnest Money Back Too Long – IL Court Applies Laches Defense
Earlier this year, an Illinois appeal court examined the equitable defense of laches in an earnest money dispute between two contracting parties and former friends. Derived from an archaic French word – laschesse – meaning “dilatory,” laches applies where a plaintiff sits on his legal rights to the point where it’s unfair to make a defendant mount …