Our Commercial Law Group understands that the reliable delivery and receipt of goods and services is critical to the success of any business. We believe it is our job to understand the unique factors affecting each part of our client’s commercial life and tailor our legal advice to fit those needs.
What We Do
At Fredrikson & Byron, we help facilitate the delivery of the goods and services that are essential to the day-to-day business operations of our clients. We do this through our comprehensive and reality-based approach to managing commercial transactions, such as supply agreements, distribution agreements, services agreements, purchase orders and other contractual arrangements. Our attorneys work with our clients to understand how relationships between providers and recipients operate in reality, so that agreements are concise, reflect real life and protect our clients’ interests. Our Transactional team includes subject matter experts who help customize contracts to fit clients’ specific needs, whether they stem from the type of good or service, the industry, the region or the regulatory framework in which our clients operate.
Some of our specialties include:
- Supply Agreements
- Distribution Agreements
- Services Agreements
- Purchase Orders
- Sales Representative Agreements
- Personal Property Leasing Agreements
- Development Agreements
- Joint Venture Agreements
- Subject Matter Expertise in Intellectual Property, Tax, Employment, Regulatory (FDA), International, Benefits and other matters arising in commercial arrangements
Our litigators offer a full suite of litigation services relating to commercial law matters—everything from counseling clients on strategies to minimize the risk of litigation, to representing clients from the initiation of a lawsuit through trial and, if necessary, on appeal.
Members of our Litigation team represent clients in commercial disputes in the state and federal court systems, as well as before arbitral tribunals and administrative agencies. They regularly try and win cases before courts, juries, and arbitration panels, as well as negotiate favorable settlements for clients. Our litigators bring a common-sense, business-oriented approach to litigating and resolving cases, which focuses on maximizing results for our clients and minimizing cost. The litigators in our Commercial Law Group specialize in assisting clients with commercial disputes involving supply and distribution agreements, sales of goods governed by the Uniform Commercial Code and Convention on Contracts for the International Sale of Goods, secured transactions, finance leases, and intellectual property, among other areas.
Samples of Recent Transactions
Represented US subsidiary of an international medical device company in a foreign distribution arrangement (2013)
Represented oil & gas company in a master services agreement with a key contractor (2013)
Represented aerospace company in a development and supply agreement (2013)
Represented Minnesota in development of terms and conditions for testing services (2012)
Developed terms and conditions for retail partners of client in the jewelry business (2012)
Represented large publicly-held technology corporation in services and channel partner agreement (2012)
Represented North American subsidiary of European feed ingredient company in preparation of standard terms and conditions for sale of their product for USA, Canada and Mexico (2012-2013).
Samples of Recent Litigation
Manufacturer vs. Supply Vendor (Minnesota State Court): Sued component manufacturer for damages resulting from defective component and effectively negotiated resolution of case during discovery phase of case.
Seller vs. Buyer of Business Assets (Nevada Federal Court): Obtained prejudgment attachment order of all assets located in four stores on behalf of a secured creditor in case involving default on promissory note used to pay for business in sale of assets transaction. Prejudgment attachment enabled secured creditor to obtain control over the assets and prevent debtor from absconding with them.
Fredrikson represented the purchaser of packaging equipment who claimed the equipment was defective and breached the applicable express and implied warranties. Fredrikson won a judgment for the entire amount sought by the plaintiff.
Fredrikson defended a packaging equipment manufacturer against a claim brought by the purchaser that the equipment was defective and breached the relevant warranties. The arbitrators not only rejected the purchaser’s $3 million claim, they also awarded Fredrikson’s client the unpaid balance of the equipment price.
Fredrikson helped a Minnesota company that had purchased defective electric motors from a foreign manufacturer. Fredrikson aggressively prosecuted breach of express and implied warranties claims. In a one-week arbitration, Fredrikson was able to establish that the motors had counterfeit bearings and the panel awarded his client $1.75 million. Moreover, Fredrikson was able to convince the arbitrators that the foreign company had used their client’s confidential information to steal one of his client’s major customers. The arbitration panel awarded his client in excess of $920,000 in future royalties.
Fredrikson represented the purchaser of several units of heavy construction equipment from a prominent manufacturer. The trial court totally rejected the manufacturer’s summary-judgment arguments and concluded that the equipment was defective. As a result, Fredrikson’s client received a substantial settlement.
Buyer vs. Seller: Negotiated a favorable settlement on behalf of a healthcare provider in a dispute with an OEM medical device manufacturer.
Seller vs. Buyer: Represented a tier-two medical device contract manufacturer in a dispute with a medical device supplier where the alleged manufacturing defects resulted in a product recall.
Buyer vs. Seller: Represented national retail restaurant chain in negotiating successful resolution of dispute with electronics manufacturer for delivery of defective equipment.
News & Articles
October 13, 2016
In Feed Management Systems, Inc. v. Comco Systems, Inc., a decision applying Minnesota law, the Eighth Circuit held that a broad indemnification clause obligated the indemnifying party (indemnitor) to indemnify the other party (indemnitee) for the indemnitee’s own misconduct, despite a lack of specific language in the clause addressing indemnitee misconduct. No. 15-840 (8th Cir. May 23, 2016).Read More
Square Peg Meet Round Hole - Do Design Defects Breach a Warranty Against Defects in Material or Workmanship?
January 27, 2014
In Bruce Martin Constr., Inc. v. CTB, Inc., 735 F.3d 750 (8th Cir. 2013), the Eighth Circuit considered whether a design defect breaches an express warranty against “defects in material or workmanship.”Read More