Evan Callahan

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Case Synopsis

A party asserting a breach of an ordinary course covenant carries the burden to demonstrate that the defendant’s actions deviated from how they had generally conducted business in the past. Similarly, when such actions are performed in compliance with law, such as in compliance with an emergency directive, those actions are generally consistent with the businesses prior conduct. Additionally, when a contract hinges on the approval of a license, delays caused by external factors may not breach the contract if only “commercially reasonable efforts” are required and have been made.