flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 2-3. The contractual standard for the required work, however, was specific enough to prescribe the necessary procedures in relation to other levels of work along a spectrum. See, id. These objective guidelines created reasonable expectations regarding the basis upon which Sun was to inspect the work. Because the contract necessarily implies that Sun will not defeat Conomos’s reasonable expectation that work of sufficient quality will be compensated as agreed, the contract re-fleets that Sun had an implied duty of good faith in the inspection of Conomos’s surface preparation and painting. ¶ 19 Second, we turn to whether Sun breached its implied duty of good faith inspection. The trial court found that Sun’s foreman demanded a higher level of work than the contract A.2d 521, 524 (1979) (<HOLDING>). As the good faith and necessary implication Options: A. holding that the duty of good faith and fair dealing is a contractual duty B. holding that franchisors have a duty to act in good faith and with commercial reasonableness when terminating franchise agreements C. holding that under michigan franchise investment law franchisees failure to comply with lawful provisions in franchise agreements by failing to pay royalties and advertising fees and failing to file monthly sales reports constituted good cause for franchisors termination of agreements where franchisor gave notice of termination in writing and franchisees made no effort to cure D. holding that the test for good faith is the actual belief of the party and not the reasonableness of that belief E. holding that the duty of good faith and commercial reasonableness is used to define the franchisors power to terminate the franchise only when it is not explicitly described in the parties written agreements

assistant: The best answer is E. holding that the duty of good faith and commercial reasonableness is used to define the franchisors power to terminate the franchise only when it is not explicitly described in the parties written agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 263 (Fla. 2d DCA 1985); Mason v. Homes By Whitaker, Inc., 971 So.2d 1029, 1030 (Fla. 5th DCA 2008). The assignments did not alter the fact that the homeowners reside in Palm Beach County where the damage occurred and where the critical witnesses are located. Although RJG’s venue selection is “meaningful” in assessing the convenience of the parties, it “is not the paramount consideration.” See Elsenheimer, 952 So.2d at 578 (quoting Darby v. Atlanta Cas. Ins. Co., 752 So.2d 102, 103 (Fla. 2d DCA 2000) (internal quotation marks omitted)). Convenience is a compelling consideration in transferring venue. Id. We conclude that the trial court did not abuse its discretion in transferring venue to Palm Beach County. See E.I. DuPont De Nemours & Co. v. Fuzzell, 681 So.2d 1195 (Fla. 2d DCA 1996) (<HOLDING>). Affirmed. DAVIS and KELLY, JJ„ Options: A. holding that trial court was required to give full effect to supreme courts judgment and that by failing to do so the trial court abused its discretion B. holding that trial court did not abuse discretion in transferring case that would impose financial hardship on a party no matter where heard C. holding district court abused its discretion in admitting state court findings of fact D. holding that trial court abused its discretion in not transferring venue to alternative county E. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint

assistant: The best answer is D. holding that trial court abused its discretion in not transferring venue to alternative county
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Rocchigiani as “... the WBC Champion ... [.]” Given the WBC’s unequivocal and repeatedly-stated clear listing of Rocchigiani as champion in the rankings for such a sufficient time, it is beyond any claim of error, or “typographical error,” as WBC later claimed, that the organization viewed him as champion. I regard statements by promoters and members of the press and much later contradictions by WBC as of no relevance on the issue of the existence of a clear and unambiguous contract so viewed by both parties. The WBC Minutes purportedly deeming the fight for the interim title, the promotional items and what fight promoters may have said or not are immaterial issues considering the existence of a written agreement. See Kinek v. Paramount Communications, 22 F.3d 503, 509 (2d Cir.1994) (<HOLDING>). Turning to the issue of compulsory joinder of Options: A. holding that if the statutory terms are unambiguous a courts review ends and the statute is construed according to the plain meaning of its words B. holding where terms are unambiguous any facts about the parties intent are immaterial C. recognizing court must enforce unambiguous contract according to its terms D. holding parties to an exculpatory clause where the parties intent is clear E. holding that the trial court erred in considering the intent of the parties when the document creating the easement was unambiguous

assistant: The best answer is B. holding where terms are unambiguous any facts about the parties intent are immaterial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: failed to foresee or expect the damage caused by the installations of the foundations. Ante, at---. I do not believe that this is correct. The complaints allege that the failure to satisfy code requirements regarding the footers may not have been intentional. See, e.g., J.A. 277, 289-90 (first Ellerbe complaint alleging that “[t]he defective footers” may be “due to and based upon a systematic and fundamental misunderstanding [of] ... the requirements for footers in the State of Maryland”). And, although the complaints allege some intentional torts, they also allege causes of action against the parks for, among other things, negligent misrepresentation, violation of building code, negligence, breach of warranty, and torts arising from breach of contract. See Brohawn, 347 A.2d at 850 (<HOLDING>); Minnick’s, Inc. v. Reliance Ins. Co., 47 Options: A. holding that the insurer had no duty to defend the insured because the allegations of the initial complaint did not allege facts which would bring the case within the coverage of the title insurance policy B. holding that liability insurer had duty to defend insured against complaint that alleged intentional tort and negligence in the alternative even when policy excluded coverage for intentional torts C. holding despite authority for the general proposition that the duty to defend is determined based on the allegations of the complaint that an insurer had no duty to defend where the underlying claim was covered by the policy based on the facts pleaded in complaint but other facts not appearing in the complaint excluded coverage D. holding that section 101106 applied to intentional torts even though these are excluded from the tort claims acts coverage E. holding comparative negligence not defense to intentional tort

assistant: The best answer is B. holding that liability insurer had duty to defend insured against complaint that alleged intentional tort and negligence in the alternative even when policy excluded coverage for intentional torts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 , which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary. As of the Closing Date, (a) all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens, (b) except as set forth in Schedule 5.13 , there are no outstanding rights to purchase any Equity Interests in any Subsidiary and (c) the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part(b) of Schedule 5.13 .

assistant: Subsidiaries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Charles Alan Wright & Kenneth W. Graham, Federal Practice and Procedure § 5311, at 261 (1980). 6 A trial court’s decision to admit evidence is reviewed for abuse of discretion. Doe v. Gonzaga Univ., 99 Wn. App. 338, 362, 992 P.2d 545 (2000). 7 Whether a witness’s testimony remains consistent after settling is an important factor in determining whether settlement evidence should be admitted to show bias. See, e.g., Lee v. Missouri Pac. R.R., 566 So. 2d 1052, 1056-57 (La. Ct. App. 1990) (where a witness injured in the same accident as the plaintiff offered consistent testimony before and after settling with defendant, the trial court did not abuse its discretion in refusing to admit evidence of the settlement to show bias); London v. Stewart, 221 Neb. 265, 376 N.W.2d 553, 556-57 (1985) (<HOLDING>); Anderson v. Alfa-Laval Agric., Inc., 209 Wis. Options: A. holding that admittance of prioracts evidence was not unfairly prejudicial after observing that in an effort to ensure that the testimony was not unfairly prejudicial the trial justice carefully excluded the testimony because of its remoteness and its potential to be cumulative B. holding that the admission of expert testimony was prejudicial where the testimony was pervasive C. holding that the challenged evidence the government introduced in rebuttal was substantive evidence and not relevant for impeachment purposes because it was not offered to show that the witness was not a credible person but to show that she was not at the defendants home during the relevant time making her testimony that she did not see any drugrelated activity while at the defendants home irrelevant D. holding that settlement evidence offered to show bias was irrelevant and unfairly prejudicial where the witnesss testimony before and after plaintiff settled with her husband a defendant was inconsistent but the change was the opposite of what would result from bias E. holding that a trial witnesss testimony as to the credibility of another witness was prejudicial error

assistant: The best answer is D. holding that settlement evidence offered to show bias was irrelevant and unfairly prejudicial where the witnesss testimony before and after plaintiff settled with her husband a defendant was inconsistent but the change was the opposite of what would result from bias
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Initial Term and the Renewal Term, the Company shall pay Executive an annual base salary as described in Exhibit A (a copy of which is attached hereto and incorporated herein), payable in accordance with the normal payroll practices and schedule of the Company (“Base Salary”). The Base Salary shall be subject to adjustment from time to time as determined by the Board.

assistant: Base Salary
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: policy. See generally Rivero v. Rivero, 125 Nev. 410, 429, 216 P.3d 213, 226 (2009) (“Parties are free to contract, and the courts will enforce their contracts if they are not unconscionable, illegal, or in violation of public policy.”); State Farm Mut. Auto. Ins. Co. v. Fitts, 120 Nev. 707, 708, 99 P.3d 1160, 1161 (2004) (considering a certified question regarding the enforceability of a provision in an insurance policy that required an insured to arbitrate or file suit on a claim for uninsured or underinsured motorist coverage that was outside the statutorily proscribed statute of limitations, this court held that such a provision was “unenforceable and therefore void as against Nevada public policy”); State Farm Mut. Auto. Ins. v. Hinkel, 87 Nev. 478, 481, 488 P.2d 1151, 1153 (1971) (<HOLDING>); see also Fisher v. DCH Temecula Imports LLC, Options: A. holding evidence including that insurer only charged life insurance premium that would ordinarily apply to onehalf the amount of coverage actually permitted by policy as written did not warrant retroactive reformation of policy to reduce coverage amount because it did not demonstrate mistake on insureds part and insurance company did not present evidence on what parties agreed to before the policy was issued B. holding that under georgia law a holder of a master insurance policy is an agent of the insurance company and not the insurer C. holding that new yorks public policy does not bar insurance coverage for disparate impact employment discrimination but noting that the state of new york insurance department has stated that it is against public policy to provide insurance coverage for intentional acts of discrimination D. holding named driver exclusion eliminating liability coverage as well as um coverage did not contravene um statute because statute required um coverage only if the claimant otherwise qualifies for liability coverage under the policy E. holding that an insurance company may limit coverage only if the limitation does not contravene public policy

assistant: The best answer is E. holding that an insurance company may limit coverage only if the limitation does not contravene public policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Comply in all material respects with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Credit Party's business the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require compliance with any particular Applicable Law(s) pursuant to another standard).

assistant: Compliance With Laws
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: F.2d 305, 308 (10th Cir.1981) ("Even where certain matters are clearly within the protected sphere of legitimate public interest, some private facts about an individual may lie outside that sphere.... Because each member of our society at some time engages in an activity that fairly could be characterized as a matter of legitimate public concern, to permit that activity to open the door to the exposure of any truthful secret about that person would render meaningless the tort of public disclosure of private facts."); Doe v. Gangland Prods., Inc., 730 F.3d 946, 959 (9th Cir.2013) ("'The newsworthiness inquiry focuses on the particular fact at issue that was disclosed, not on the general topic of the publication."); Toffoloni v. LFP Publ'g Grp., LLC, 572 F.3d 1201, 1212 (11th Cir.2009) (<HOLDING>). 34 The Virgil court ultimately concluded that Options: A. holding that there must be a legitimate and substantial goal of the measure in question B. holding that every private fact disclosed in an otherwise truthful newsworthy publication must have some substantial relevance to a matter of legitimate public interest emphasis omitted C. recognizing that some police records must remain secret and free from public inspection as a matter of public policy D. holding that parties to contract intend every clause to have some effect E. holding that speech addressing a private interest within a letter containing matters of public interest was protected and noting that we have emphasized that speech of public importance is only transformed into a matter of private concern when it is motivated solely by the speakers personal interests quotations omitted

assistant: The best answer is B. holding that every private fact disclosed in an otherwise truthful newsworthy publication must have some substantial relevance to a matter of legitimate public interest emphasis omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall withhold the amount of taxes, which in the determination of the Company are required to be withheld under federal, state and local laws and all other applicable payroll withholding with respect to any amount payable under the Award.

assistant: Tax Withholdings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contract invalid.” Buckeye Check Cashing, 546 U.S. at 444, 126 S.Ct. 1204 (emphasis added). Challenges to the contract’s validity are considered by the arbitrator in the first instance. Id. at 445-46, 126 S.Ct. 1204. Where, however, “the crux of the complaint is ... the arbitration provision itself, then the federal courts ... must decide whether the arbitration provision is invalid and unenforceable.... ” Davis v. O’Melveny & Myers, 485 F.3d 1066, 1072 (9th Cir.2007) (citing Nagrampa v. MailCoups, Inc., 469 F.3d 1257, 1264 (9th Cir.2006) (en banc)). In sum, our case law makes clear that courts properly exercise jurisdiction over claims raising (1) defenses existing at law or in equity for the revocation of (2) the arbitration clause itself. See, e.g., Nagrampa, 469 F.3d at 1263-64 (<HOLDING>); Brown,, 430 F.3d at 1010, 1012 (considering Options: A. recognizing unconscionability as a generally available contract defense B. holding that courts should address a procedural unconscionability defense to the enforcement of an arbitration provision C. holding failhre to provide a copy of arbitration rules supports a finding of procedural unconscionability D. holding that failure to attach the aaa arbitration rules weighed in favor of a finding of procedural unconscionability E. holding that an arbitration agreement that was invalid due to unconscionability was not enforceable

assistant: The best answer is B. holding that courts should address a procedural unconscionability defense to the enforcement of an arbitration provision
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All covenants made by the Guarantors herein shall be considered to have been relied upon by the Administrative Agent and the Banks and shall survive regardless of any investigation made by the Administrative Agent or any Bank or on the Administrative Agent's behalf.

assistant: Survival
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: rendered in an earlier proceeding, the proceedings have been more related. In Turtle Creek Bank & Trust Co. v. Murdock (one of many cases cited in Recht), Murdock hired counsel who helped him establish his claim to title over a parcel of real property. See 150 Pa.Super. 277, 28 A.2d 320, 321 (1942). Once Murdock held title, a bank revived, then executed on, a judgment, causing the property to be sold at sheriffs sale. See id. Murdock’s counsel in the title dispute wished to impose a charging lien over the proceeds of the sheriffs sale. See id. The Pennsylvania Superior Court held that counsel was entitled to a charging lien because without counsel’s efforts, Murdock would not have had legal title and there would not have been a sheriffs sale or fund for distribution. See id. at 322 (<HOLDING>). Despite reservations about whether Leckey’s Options: A. holding a suit against a sheriff in his individual capacity was subject to section 1146llls notice requirements because the sheriff was acting in his official capacity B. holding also that the money in the hands of the sheriff for distributions was created or at least made available by the efforts of counsel C. holding that action for lien seeks money damages because its goal is to seize or attach money in the hands of the government as compensation D. holding sheriff not a prosecutor even though he sat at counsel table with the district attorney E. holding that acts by a sheriff which gave rise to the plaintiffs claim against him were taken in the execution of his duties as sheriff and thus the sheriff was immune under 14 from an action seeking damages against him in his individual capacity

assistant: The best answer is B. holding also that the money in the hands of the sheriff for distributions was created or at least made available by the efforts of counsel
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All real estate taxes, charges, and assessments affecting the Property (collectively, “ Taxes ”) shall be prorated on a per diem basis as of the Pro Ration Date, applying any discount for early payment applicable as of the Pro Ration Date, and on the basis of the actual fiscal year for which such taxes are assessed, and Buyer shall assume liability for payment of Taxes accruing in the year in which Closing occurs. If any of the same have not been finally assessed, as of the date of Closing, then the same shall be adjusted at Closing based on the actual amount paid by Seller with respect to the most recently issued bills therefor, and shall be re-adjusted within fifteen days of the request of either party following the issuance of final bills. This provision shall expressly survive Closing and the recordation of the Deed.

assistant: Taxes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the proceeds from the sale of the Note for working capital and other general corporate purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other person (except for the Subsidiary).

assistant: Use Of Proceeds
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, covenant, condition or provision of this Employment Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, be determined invalid or unenforceable, the remaining provisions of this Employment Agreement shall not be affected thereby and shall be deemed valid and fully enforceable to the extent permitted by law.

assistant: Severability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a fee of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such fee will be added to the Principal Sum of the Note (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the original date of the Note). Upon each occurrence of any other event of default, the Investor may asses and apply a fee against the Issuer of not less than $25,000 at any time any balance remains outstanding on this Note, regardless of whether such event of default has been cured or remedied and regardless of whether the Investor delivered a notice of default at the time of the event of default or at the time the Investor discovered the event of default. The parties agree that the fee shall be applied to the balance of the Note and shall tack back to the Effective Date of the Note for purposes of Rule 144. The parties acknowledge and agree that upon an event of default, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under this Note or any other Transaction Document between the parties are intended by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Note is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in this Note and the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective Date and are consistent with investments of this type. The liquidated damages provisions shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages are intended to be in lieu of actual damages.

assistant: Remedies
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) the failure of such Borrower in making a borrowing of, conversion into, conversion from or continuation of Eurocurrency Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) the failure of such Borrower in making any prepayment of or conversion from Eurocurrency Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment by such Borrower of Eurocurrency Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurocurrency market. A certificate as to any amounts payable pursuant to this Section submitted to the Parent Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

assistant: Indemnity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 617 So.2d at 657. See Moody v. State ex rel. Payne, 351 So.2d 547, 551 (Ala.1977) (“Where the amount of damages is an issue, as here, the recognized rule of law in Alabama is that no appeal will lie from a judgment which does not adjudicate that issue by ascertainment of the amount of those damages.”). See also Grantham v. Vanderzyl, 802 So.2d 1077, 1080 (Ala.2001) (“Damages are only one portion of a claim to vindicate a legal right, even though the damages claimed may consist of several elements.”); Ex parte Simmons, 791 So.2d 371, 381 (Ala.2000) (“Rule 54(b) applies only to entire claims, not to orders relating to the recoverability of some, but not all, of the damages a party may be seeking as the result of a claim.”); and Haynes v. Alfa Fin. Corp., 730 So.2d 178, 181 (Ala.1999) (<HOLDING>). Like the orders at issue in McGowin and Options: A. holding that dismissal of some but not all claims or parties not immediately appealable absent rule 54b certification B. holding that entry of final judgment on a claim in a multiparty action pursuant to rule 54b should clearly articulate the reasons and factors underlying the decision to grant 54b certification C. holding rule 54b certification invalid because unaccompanied by any statement of reasons and factors underlying trial courts decision to grant certification D. holding that the rule 54b certification at issue was ineffective where the order addressed only the question of what species of damages haynes might recover if he succeeded at trial on one of his substantive claims E. holding that rule 54b certification order should contain specific findings setting forth reasons for certification

assistant: The best answer is D. holding that the rule 54b certification at issue was ineffective where the order addressed only the question of what species of damages haynes might recover if he succeeded at trial on one of his substantive claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the sentence entered by the trial court is illegal and must be set aside.” 12 S.W.3d at 800 (emphasis added) (footnote omitted). We determined that, [o]n remand, the trial court may impose a sentence that is mutually agreeable to the State and appellant, so long as the sentence is available under the 1989 Act. If an agreement is not reached, though, appellant may withdraw his guilty plea and proceed to trial on the original charges. Id. Thus, McLaney and McConnell stand for the proposition that, when a defendant bargains for and receives an illegal sentence, the defendant will have the option of resentencing on the original plea or withdrawal of the plea and recommencement of the prosecution. See also Henderson v. State ex rel. Lance, 220 Tenn. 520, 419 S.W.2d 176, 178-79 (1967) (<HOLDING>). These cases recognize that where “the Options: A. holding that defendant was entitled to withdraw guilty plea upon habeas corpus proceedings where he pled guilty in exchange for an illegal sentence B. holding that a motion to withdraw a guilty plea was not pending because nothing was left for the court to decide C. holding circuit court had subject matter jurisdiction to accept a guilty plea where defendant was not indicted for the charge to which he pled guilty but signed a sentencing sheet which established defendant was notified of the charge to which he pled guilty D. holding that a defendant must demonstrate that he would not have pled guilty but for the error E. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea

assistant: The best answer is A. holding that defendant was entitled to withdraw guilty plea upon habeas corpus proceedings where he pled guilty in exchange for an illegal sentence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At all times hereafter, Executive will maintain the confidentiality of all information in whatever form concerning Employer or any of its affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Employer, and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on her/his own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Employer.

assistant: Confidentiality
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement of the parties hereto and supersedes any and all prior or contemporaneous agreements, written or oral, as to the matters contained herein, and no modification or waiver of any provision hereof or any of the Program Agreements, nor consent to the departure by Seller therefrom, shall be effective unless the same is in writing, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which it is given.

assistant: Entire Agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that holding on appeal. The district court next held that defendant could not assert that Sterilization Systems has- a legally protected interested in the action, because Sterilization Systems itself has never claimed that it has such an interest. Defendant contends that a claim of interest is not required. Our precedent declares otherwise. Joinder is “contingent ... upon an initial requirement that the absent party claim a legally protected interest relating to the subject matter of the action.” Northrop Corp. v. McDonnell Douglas Carp., 705 F.2d 1030, 1043 (9th Cir.1983) (emphasis added). Here, Sterilization Systems was aware of this action and chose not to claim an interest. That being so, the district court did not err by holding that joinder was “unnecessary.” See id. at 1043-44 (<HOLDING>). See also Thomas, Head and Greisen Employees Options: A. holding that the defendant failed to demonstrate government acquiescence in part because he never reported alleged gang incidents to the government and therefore could not prove that the government was even aware of a problem B. holding where 1 the government provided the defendant with all the necessary drugmaking materials 2 the government provided instructions on how to make the drugs and 3 the defendant sought out the materials and help from the undercover government agents the case set the outer limits to which the government may go in the quest to ferret out and prosecute crimes but the governments conduct did not rise to the level of a due process violation C. holding that the government has standing to appeal a district courts dismissal of an fca qui tam action over the governments objection even though the government did not formally intervene in the action D. holding that when the government acts to enforce public rights the mere fact that the government has no pecuniary interest in the controversy is not sufficient to exclude it from the courts E. holding that the absent party the government was not necessary within the meaning of rule 19 in part because the government has never asserted a formal interest in either the subject matter of this action or the action itself on the contrary the record reflects that the gjovernment has meticulously observed a neutral and disinterested posture

assistant: The best answer is E. holding that the absent party the government was not necessary within the meaning of rule 19 in part because the government has never asserted a formal interest in either the subject matter of this action or the action itself on the contrary the record reflects that the gjovernment has meticulously observed a neutral and disinterested posture
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly set forth in this Article V, each of Buyer and Merger Sub expressly disclaims any representations or warranties of any kind or nature, express or implied, including any representations or warranties as to the accuracy and completeness of any information regarding Buyer and Merger Sub, their respective businesses and affairs or the transactions contemplated hereby. Without limiting the generality of the foregoing, none of Buyer or Merger Sub or any representative of Buyer or Merger Sub, nor any of Buyer’s or Merger Sub’s employees, officers, directors, securityholders, consultants or advisors, has made, and shall not be deemed to have made, any representations or warranties in the materials relating to the business and affairs of Buyer or Merger Sub that have been made available to the Company or its Subsidiaries, and no statement contained in any of such materials or made in any such presentation shall be deemed a representation or warranty hereunder or otherwise or deemed to be relied upon by the Company or any of its Subsidiaries in executing, delivering and performing this Agreement and/or the transactions contemplated hereby.

assistant: Warranties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For Executive’s first year of employment he will be entitled to 15 days vacation, earned on a pro-rated basis depending on Executive’s date of hire. Additional vacation time will be accrued after each completed year of service based on the Executive’s hire date in accordance with the Employee Handbook.

assistant: Vacations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of.. . expenses and attorney’s fee. On application of the employer, the court shall allow as a first lien against the amount of the judgment for damages or settlement proceeds, the amount of the employer’s expenditure for compensation, less his share of such expenses and attorney’s fee. If the action is prosecuted both by the employee and the employer ... [a]fter the payment of ... expenses and attorneys’ fees there shall be applied out of the amount of the judgment for damages, or settlement proceeds an amount sufficient to reimburse the employer for the amount of his expenditure for compensation and any excess shall be paid to the injured employee or other person entitled thereto. (Emphasis added); cf. Shimabuku v. Montgomery Elevator Co., 79 Hawai'i 352, 361, 903 P.2d 48, 57 (1995) (<HOLDING>). 3. All of the Case Authority Cited by the Options: A. holding that employers insurer who provided workers compensation benefits to employee but did not consent to employees settlement with thirdparty tortfeasor may maintain an action for payments that become payable in the future B. holding employees not entitled to dismissal pursuant to section 101106f where employees failed to present the trial court with a sufficient record to satisfy their burden C. holding employee could proceed against employer in action for fraudulent misrepresentation where employees complaint alleged inter alia employee was regularly exposed to lead fumes and dust at place of employment employer tested employees blood to monitor lead levels employer willfully and intentionally withheld employees test results which showed employee had developed leadrelated diseases and employer subsequently altered those results to induce employee to continue working for employer employee further alleged employers concealment of employees condition prevented employee from reducing his exposure to lead and obstructed him from receiving appropriate medical treatment and that delay in treatment resulted in aggravation of employees injury D. holding that thirdparty tortfeasor has right to contribution from employer up to amount of employers workers compensation liability E. holding inter alia that pursuant to hrs 3868 employer entitled to reimbursement from portion of employees settlement with thirdparty tortfeasor properly allocable to employees tort claim

assistant: The best answer is E. holding inter alia that pursuant to hrs 3868 employer entitled to reimbursement from portion of employees settlement with thirdparty tortfeasor properly allocable to employees tort claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: single operational light and that the officer erroneously focused on whether both tag lights were functioning instead of on whether the tag was “clearly legible.” He contends that as long as he had a single operational light and the tag was “clearly legible,” he was not violating the statute and the officer did not have probable cause to stop him. We agree. In Gordon v. State, 901 So.2d 399 (Fla. 2d DCA 2005), police officers conducted a traffic stop of Gordon’s car on the mistaken belief that driving with an object hanging from the rearview mi establish that Langello’s car was not equipped as required by law, and it made no attempt to establish that the car was unsafe. Accordingly, the stop was not authorized under section 316.610(1). See Hilton v. State, 961 So.2d 284, 290 (Fla.2007) (<HOLDING>). Because the police did not have probable Options: A. holding that the arresting officer did not have probable cause to stop the defendant for obstructing traffic because there was no evidence of intent to impede or hinder traffic where the vehicle was only briefly stopped in the roadway and the officer approaching the vehicle from behind did not have to stop or drive around the defendants vehicle B. holding that a stop for a cracked windshield is permissible only where an officer reasonably believes that the crack renders the vehicle in an unsafe condition C. holding that it is permissible for an officer to order the occupants out of a vehicle during a lawful stop D. holding that a conclusion that reasonable suspicion supported the stop of a vehicle was subsumed within the trial courts ruling that the officer had probable cause for the stop E. holding that although officers observation and stop of the defendants vehicle occurred outside of the officers geographical jurisdiction the officer still had jurisdiction where the officer was requested by a state trooper to stop the suspects vehicle

assistant: The best answer is B. holding that a stop for a cracked windshield is permissible only where an officer reasonably believes that the crack renders the vehicle in an unsafe condition
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: b. is not likely to be deemed threatening , disparaging , defamatory , pornographic , racially or ethnically offensive , discriminatory , insulting , slanderous or otherwise illegal or inappropriate ;

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee hereby agrees not to defame or disparage any of the Company Entities or any of their respective officers, directors, members, partners or employees (collectively, the “ Company Parties ”), and to cooperate with the Company upon reasonable request, in refuting any defamatory or disparaging remarks by any third party made in respect of any of the Company Parties. Employee shall not, directly or indirectly, make (or cause to be made) any comment or statement, oral or written, including, without limitation, in the media or to the press or to any individual or entity, that could reasonably be expected to adversely affect the reputation of any of the Company Parties or the conduct of its, his or their business. The Company shall request that its directors and executive officers not defame or disparage Employee; provided , however , that the failure of any director, executive officer or employee of the Company to comply with such request shall in no way constitute a breach or violation of the Company’s obligations hereunder or otherwise subject the Company to any liability.

assistant: Non-Disparagement