Section 22-815 – Right to Possession and Prevent Use
(a) On cancellation of a license, the licensor has the right: (1) To possession of all copies of the licensed information in the possession or control of the licensee and any other materials pertaining to that information which by contract are to be returned or delivered by the licensee to the licensor; and (2) To prevent the continued […]
Section 22-816 – Limitations on Electronic Self-Help
(a) In this section, “electronic self-help” means the use of electronic means to exercise a licensor’s rights under § 22-815(b) of this subtitle. (b) Notwithstanding the provisions of this section, electronic self-help is prohibited in mass-market transactions. (c) Prior to cancellation of a license in which the parties have agreed to permit the use of electronic self-help, the […]
Section 23-102 – Conflicts Between Terms and Conditions; Remedies for Breach
(a) If a conflict exists between the express terms and conditions of an operating agreement and the terms and conditions implied by the law governing the relationship between a principal and agent, the express terms and conditions of the operating agreement shall govern. (b) A court may order the remedy of specific performance for anticipatory or actual […]
Section 23-103 – Express Covenants
Express covenants or other provisions of an operating agreement that establish a party’s duties and obligations under the operating agreement create the only duties and obligations enforceable against the party under the operating agreement.
Section 23-104 – Enforceability
If an operating agreement states that it shall continue for a period of time or until the happening of an event, the operating agreement shall be enforceable between the parties until the expiration of the period of time or the happening of the event unless the operating agreement contains a right of early termination.
Section 23-105 – Implied Covenants
(a) The covenant of good faith and fair dealing shall be implied in an operating agreement unless the operating agreement states that a party may perform a duty or obligation in the party’s sole discretion. (b) Unless an operating agreement contains a covenant or other provision that specifically incorporates a duty into the operating agreement, no duties […]
Section 23-106 – Construction
This title may not be construed to: (1) Limit the defenses of fraud, duress, or illegality; or (2) Affect any claim between a third party and a party to an operating agreement.
Section 22-806 – Remedies for Fraud
Remedies for material misrepresentation or fraud include all remedies available under this title for nonfraudulent breach of contract.
Section 22-701 – Breach of Contract; Material Breach
(a) Whether a party is in breach of contract is determined by the agreement or, in the absence of agreement, this title. A breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract, or exceeds a contractual use term, or otherwise is not in compliance with […]
Section 22-807 – Measurement of Damages in General
(a) Except as otherwise provided in the contract, an aggrieved party may not recover compensation for that part of a loss which could have been avoided by taking measures reasonable under the circumstances to avoid or reduce loss. The burden of establishing a failure of the aggrieved party to take measures reasonable under the circumstances is […]