By Peter Elliott, Indiana Commercial Court
On February 19, the IndyBar Business Law Section hosted the first CLE in its Business Law Skills Series, the Business Case Law Update. This CLE provided a survey of notable appellate decisions issued in 2019 that relate to business and commercial practice. With IndyBar’s relocation to its new home at 140 N. Illinois St. still underway, the attorneys at Taft Stettinius & Hollister graciously hosted the event in their first-floor conference room.
The featured speaker at the CLE was Bryan Strawbridge, who practices at Frost Brown Todd LLC in areas of complex civil litigation. In addition to providing information about the cases, Strawbridge hoped to provide a litigator’s perspective on how the attendees could apply the principles of the rulings to their practices and deliver greater value to their clients.
There was no shortage of compelling opinions issued last year. Strawbridge touched upon some particularly fiery cases, such as an appellate ruling that found the state’s trial courts have no authority to settle a leadership dispute in an independent church, even when that church’s governing documents are registered with the State. Stewart v. McCray, 135 N.E.3d 1012 (Ind. Ct. App. 2019). Strawbridge also recounted the latest dispute in the State’s ongoing litigation with IBM.
The cases that spurred the most conversation among attendees, though, were the rulings that involved the interpretation and, at times, invalidation of contract provisions. In the past year, the Supreme Court has held that the state’s application of the Blue Pencil Doctrine prevented parties from agreeing to language in employment agreements that would allow courts to re-write any objectionable terms in restrictive covenants to make them enforceable. Heraeus Medical, LLC, et al. v. Zimmer, Inc., et al., 135 N.E.3d 150 (Ind. 2019). The Supreme Court also ruled that, depending on the rights retained by the seller in a land-sale contract, the land-sale contract could be considered a lease, thus subjecting the seller to additional responsibilities with respect to the condition of the property. Rainbow Realty Grp., Inc. v. Carter, 131 N.E.3d 168 (Ind. 2019). Finally, in a 3-2 decision, the Supreme Court affirmed a trial court’s invalidation of a liquidated damages clause due to the lack of any relationship between the claimed liquidated damages and any actual damages alleged by the plaintiff. Am. Consulting, Inc. v. Hannum Wagle & Cline Eng’g, Inc., 136 N.E.3d 208 (Ind. 2019). These opinions provide crucial guidance for those frequently involved in negotiating, drafting, and litigating contracts on behalf of their clients.
The Business Law Section would again like to thank Bryan, the attendees, and the Taft firm for helping make this an excellent start to the Business Law Skills Series. If you missed this CLE, there are still many more to come as the Business Law Skills Series continues at IndyBar’s new home at 140 N. Illinois St.
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