Will a clause giving jurisdiction to the contract maker hold up in court? A clause states &quot;If the contract is breached you accept that you must pay for damages. We shall determine the amount.&quot; Will this hold up in court?
A clause states &quot;If the contract is breached you accept that you must pay for damages. We shall determine the amount.&quot; Will this hold up in court? A court is going to want to look for context and an interpretation that would make this provision make sense before invalidating it (which it might). For example, if there was a schedule of the amount of damages for various violations attached to the contract, a court might interpret this language to mean that the drafting, non-breaching party will invoice you for damages in amount that it determines in good faith to be the correct amount with reference to the schedule or some formula set forth in the contract (e.g. an interest rate on an open account loan), in much the same way that a landlord might dock your security deposit and send you a letter telling you what was deducted in what amounts and why, or that a credit card company might charge you interest and late fees on a monthly basis. A court would, of course, be unlikely to interpret the clause as affording final and binding legal authority to decide what is owed. In the face of a clause like this one, the other party could bring a lawsuit to dispute the amount determined to be owed by the drafting, non-breaching party (unless the contract is a third-party arbitration clause and simply doesn't read like one because it is out of context).
The entire purpose of the Entire Agreement clause is to say that this contract is the agreement, and anything previously negotiated is not part of the agreement. I don't know why they would fail to include that in the contract.
It depends on the jurisdiction and a lot of other factors you haven't addressed. In the United States, though, there are many circumstances where one could pay the fine and then simply appear in court to ask for the warrant to be lifted. The smart play, of course, is to hire a lawyer to handle it.
Party A has breached the contract Party A had an obligation that it did not fulfil, providing the section-by-section overview of the costs. To the extent that Party B suffered damage from each breach, for example, because Party A owes a refund, Party B can recover that plus interest subject to any statute of limitations on actions for contract breach. To the extent that Party A suffered damage, tough - they don’t get to benefit from their own breach. Party A might wish to argue that Party B has waived their right to adjust the payment but this would be difficult to prove. It doesn’t appear that there is an explicit waiver but neither is their an implied waiver: Party A would need to show that Party B was aware of and condoned the breach in some way. You are right that a contract can be altered after it is entered into and that such a change can be implicit rather than explicit. But that would require showing some action rather than inaction by the parties to effect a different arrangement. In practice, where one party affirms the written contract, without clear and compelling evidence that the contract has subsequently been changed, the written contract will prevail. For an example, Yale University periodically collects the interest due on a perpetual bond originally issued by the Dutch water board Lekdijk Bovendams on 15 May 1624. Originally issued with a principal of &quot;1000 silver Carolus gulders of 20 Stuivers a piece&quot;, as of 2004 the yearly interest payment to the bondholder is set at €11.35 (15€ as of 2018 = 16$). According to its original terms, the bond would pay 5% interest in perpetuity, although the interest rate was reduced to 3.5% and then 2.5% during the 18th century. Providing it is physically presented to the successors of the board (the Dutch Water Authority) interest must be paid even if it has been many decades since the last payment. Of course, practically, crossing the Atlantic to collect 15€ every year is not commercially viable so they do it every decade or so when someone from Yale is going there anyway and then, only for the historical value. So long as the Netherlands continues to exist as a legal entity, this obligation will continue.
Websites are not ships that can choose a flag of convenience to govern which country's laws govern them. Generally speaking an analysis of which jurisdiction's law applies (which is strictly speaking a "choice of law" question as much as it is a jurisdiction question) isn't undertaken on a website by website, or business by business basis. Instead, jurisdiction and choice of law are evaluated on a claim by claim basis. The owners of a website may be subject to some claims in India, to some in Bhutan, and to others in the United States, depending upon the claim. Without knowing who is trying to sue for what, you can't know. Generally speaking, a business that operates in multiple jurisdictions, like a website, will be subject to the laws of all of the jurisdictions in which it does business in regard to claims with a connection to those jurisdictions. Of course, as a practical matter, only claims that can be enforced against the owners of the website are relevant, which usually means that only claims brought where the owners reside or own assets are relevant. If the website owners own property or have amounts payable to them in India, there is a very good chance that India can, as a practical matter, assert jurisdiction over them. And, it is likely, as a practical matter, that Saudi Arabia or China would not be able to assert jurisdiction over them in a meaningful way. The fact that businesses can be conducted through legal entities further complicates the analysis. But, at any rate, the place to begin is to realize that the question "Under which country's jurisdiction does a website fall?" is basically a category error. You need to ask "Under which country's jurisdiction does a website fall when it is sued or prosecuted for X kind of matter by someone who lives in Y?" So, really, this one question is actually dozens or hundreds of questions that each have to be analyzed individually.
What do the contracts with your suppliers and the policy with your insurer say? Changes in government regulation do not ipso facto relieve Parties of the obligations under a contract under common (English) law. Contracts are allowed to allocate the risk of force majeure (and indeed, to define it because it has no common law meaning) but if they don’t, then each party bears their own risk and if they fail to honour their obligations they are in breach of contract. Common law does have the doctrine of frustration, however, that is much narrower and must result in the inability of the contract to be completed at all. And then there are consumer rights which may apply. When the dust settles, we are likely to see a lot of litigation around force majeure. Your venue appears to be complying with both the law and their obligations under the contract so you have no breach of contract claim against them and no trigger for the insurance policy. If you choose to cancel, then you broke the contract. Importantly, the position is reversed in civil law jurisdictions - a party unable to fulfil their obligations under a contract is not in breach.
Termination. The binding provisions may be terminated by mutual written consent of the parties; Provided, however, that the termination of the Binding Provisions shall not affect the liability of a party for breach of any of the Binding Provisions prior to termination. It basically says that you and the company can free each other from the contract or any part of it — by signing another agreement. This is limited though: if either of you have breached the original contract and become liable (e.g. one of you owes the other heaps of money for damages), then those liabilities will remain. ... which is nonsense of course — because you always can free each other from any liabilities to each other if you both want it.
You claim for the damage you suffered If you owe me $130 for unpaid wages, I sue for $130. If you wrote off my $130,000 car I sue for $130,000. If you burnt down my $130 million building, I sue for $130 million. If you did (in my estimate) $1.3 billion damage to my reputation I sue for $1.3 billion. Of course, I will have to prove that the damage was suffered - some damages are easier to prove than others. Whether the defendant can pay it is irrelevant to the suit. Of course, if there is a judgement that is more than the defendant’s net worth then any excess is “wasted”. At least commercially. However, commercial return is only one factor involved in deciding to launch a suit. Others include: seeking a precedent making a statement of principle vengeance