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 legal provision and list the applicable contract clause categories. Provision: No Contravention . Subject to the entry of the Chapter 11 Orders, the execution, delivery and performance by the Borrower of the DIP Loan Documents are within its powers, have been duly authorized by all necessary action pursuant to its organizational documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to the Borrower or any of the organizational documents of the Borrower, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

assistant: Organizations
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 agrees that, from time to time upon the written request of Purchasers’ Agent, the Company will execute and deliver such further documents and do such other acts and things as Purchasers’ Agent may reasonably request in order fully to effect the purposes of this Agreement.

assistant: Further Assurances
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 the Amtrak Board of Directors. 5 U.S.C. app. § 8G(c), (d). Therefore, because OIG exists solely within Amtrak’s corporate structure and reports directly to the chairperson of Amtrak’s Board of Directors, it is not a separate entity that may be sued in its own name. See Blackmar v. Guerre, 342 U.S. 512, 514-15, 72 S.Ct. 410, 96 L.Ed. 534 (1952). Even if OIG were an independent entity that could be sued in its own name, Plaintiff fails to state a claim against OIG upon which relief can be granted. See Fed.R.Civ.P. 12(b)(6). As noted above, Plaintiff fails to state a claim for breach of implied covenant of good faith and fair dealing because it fails to allege that a valid contract existed between the parties that could give rise to such a duty. Va. Vemiiculite, 156 F.3d at 542 (<HOLDING>). Plaintiffs claims of tortious interference Options: A. holding that where the conduct forming the basis of the plaintiffs breach of duty of good faith and fair dealing claim is the same conduct forming the basis for the breach of contract claim the claims merge and there is no separate cause of action for breach of duty of good faith and fair dealing B. holding that erisa preempts claims for breach of contract breach of duty of good faith and fair dealing and negligent misrepresentations C. holding that the governments breach of its duty of good faith and fair dealing justified relieving the contractor of a default termination D. holding that duty of good faith and fair dealing did not extend to thirdparty claimant E. holding that the duty of good faith and fair dealing is a contractual duty

assistant: The best answer is E. holding that the duty of good faith and fair dealing is a contractual duty
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: than two years ago. Cherny maintains that he has incurred damages as a result of the loss of his confidential information, and that the loss of something intangible or something with an unknown or undefined monetary value, such as an email address, can constitute an injury. Courts have held, however, that the release of potentially sensitive information alone, without evidence of misuse, is insufficient to cause damage to a plaintiff. See Key v. DSW, Inc., 454 F.Supp.2d 684, 690 (S.D.Ohio 2006) (finding that being subjected to an increased risk of identity theft or other related financial crimes when unauthorized persons obtained access to customers’ confidential financial information is not an actual or imminent injury); Forbes v. Wells Fargo, 420 F.Supp.2d. 1018, 1021 (D.Minn.2006) (<HOLDING>); Giordano v. Wachovia Sec., L.L.C., No. 06— Options: A. holding that bank had right to set off funds in a customers account against debt that the bank customer had incurred as a surety or guarantor B. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank C. holding judge in bank robbery prosecution did not abuse discretion in refusing to excuse juror whose wife was bank employee or juror whose daughter had been victim of bank robbery D. holding the bank liable where the bank had almost complete control over the operation of the company during its last three quarters of operation and where withheld taxes were not paid to the irs on instructions from the bank E. holding that bank customers whose personal information was stolen from a company that had been retained by the bank did not suffer any present injury or reasonably certain future injury

assistant: The best answer is E. holding that bank customers whose personal information was stolen from a company that had been retained by the bank did not suffer any present injury or reasonably certain future injury
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 be entitled to recover from you reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

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 case excerpt and choose the best holding from the options. Case excerpt: Sawyer factors do not support an implied tort under section 2 — 123(h) of the Vehicle Code. To the contrary, Sawyer and its progeny lead to the opposite conclusion. We observe initially that the Sawyer factors are customarily stated as four, not five, factors. Claimants add a generic “public policy of tire statute” factor, which does not reflect the post-Sawyer formulations and seemingly adds nothing of substance to the four Sawyer factors. As our Supreme Court summarized the Sawyer factors in Corgan v. Muehling (1991), 143 Ill. 2d 296, 574 N.E.2d 602, 609, 158 Ill. Dec. 489, 496 (finding private action implied by the Psychologist Registration Act), which it more recently excerpted in Rogers v. St. Mary’s Hospital of Decatur (1992), 149 Ill. 2d 302, 597 N.E.2d 616, 173 Ill. Dec. 642 (<HOLDING>): “Implication of a private right of action is Options: A. recognizing implied private action under the xray retention act B. recognizing implied private action under the collection agency act C. recognizing implied private action under federal safety appliance act D. recognizing implied private action under the plat act rejecting implied private action under the national flood insurance act of 1968 E. recognizing implied private action under the school code as to chapter 1 funds

assistant: The best answer is A. recognizing implied private action under the xray retention act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Each party agrees that, without the prior written consent of the other party, neither it nor its Representatives will disclose to any other person (other than to such party’s Representatives who agree, or are otherwise bound, not to disclose the following except as contemplated by this Agreement) any of the other party’s Evaluation Material, the fact that discussions between the parties are taking place concerning the Transaction, or any terms or other facts relating to the Transaction.

assistant: No
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: Company shall indemnify Director from any loss, damage, cost or expense (including reasonable attorney's fees) (“Loss”) arising from or related to a third party claim, demand, assessment, action, suit or proceeding ("Claim"), including without limitation, any Claim arising from or related to Director's services in his capacity as a member of the Board. Notwithstanding the foregoing, Company shall not be liable for Losses to the extent such Losses are caused by the negligence, recklessness or misconduct of Director or breach of any of the terms of this Agreement by Director.

assistant: Indemnifications
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: Executive agrees, without receiving additional compensation, to fully and completely cooperate with SHO both during and after the period of employment with SHO (including any Salary Continuation Period), with respect to matters that relate to such period of employment, in all investigations, potential litigation or litigation in which SHO is involved or may become involved other than any such investigations, potential litigation or litigation between SHO and Executive. SHO will reimburse Executive for reasonable travel and out-of-pocket expenses incurred in connection with any such investigations, potential litigation or litigation, except in the case of litigation between SHO and Executive.

assistant: Cooperation
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 provided herein, this Agreement may not be modified, amended, or supplemented, and no term or provision hereof or thereof waived, without the prior written consent of the Stone Parties, the Required Consenting Banks and the Required Consenting Noteholders, provided that, (i) the written consent of each Consenting Noteholder, each Consenting Bank and the Stone Parties shall be required for any amendments, amendments and restatements, modifications, or other changes to Section 10 and this Section 28 , (ii) the written consent of each Consenting Noteholder and the Stone Parties shall be required for any amendment or modification of the defined term “Required Consenting Noteholders,” and (iii) the written consent of each Consenting Bank and the Stone Parties shall be required for any amendment or modification of the defined term “Required Consenting Banks” and provided, further, that any amendments, amendments and restatements, modifications, or other changes to the Term Sheet shall require the prior written consent of Consenting Noteholders, holding at least two-thirds of the principal amount outstanding of all Notes Claims held by the Consenting Noteholders provided that, such Consenting Noteholders holding at least two-thirds of the principal amount shall include at least two (2) separate Consenting Noteholders (for purposes of this provision, each institution holding Notes Claims shall be taken together with each of its controlled affiliate’s and subsidiary’s Notes Claims holdings and they shall together in the aggregate constitute a single Consenting Noteholder).

assistant: Amendments
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 Assignment may be executed in duplicate counterparts of like tenor, each of which shall be deemed an original but both of which taken together will constitute one and the same instrument. Counterpart signatures of this Advisory Engagement Agreement that are manually signed and delivered by facsimile transmission; by a uniquely, marked computer-generated signature; or by other electronic methods, shall be deemed to constitute signed original counterparts hereof and shall bind the party signing and delivering in such manner and shall be the same as the delivery of an original.

assistant: Counterparts
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: As the Superior Ironworks court noted, section 38.004 specifically authorizes a trial court to take judicial notice of the usual and customary attorneys’ fees and of the contents of the case file without receiving further evidence in certain circumstances. 789 S.W.2d at 431. However, the award of appellate attorneys’ fees in this case is predicated on section 305.005 of the Finance Code, not section 38.001 of the Civil Practice and Remedies Code. This court has previously held that section 38.004 cannot be used to justify the reasonableness of attorneys’ fees recovered outside of section 38.001. See Valdez v. Valdez, 930 S.W.2d 725, 732-33 (Tex. App.-Houston [1st Dist.] 1996, no writ); see also London v. London, 94 S.W.3d 139, 147-49 (Tex.App.-Houston [14th Dist.] 2002, no pet.) (<HOLDING>). We sustain the Parr defendants’ ninth point Options: A. holding that a party may recover attorneys fees under section 38001 only if the party prevails on a cause of action for which attorneys fees are available and recovers damages B. holding that trial courts may not use section 38004 to take judicial notice of reasonableness of attorneys fees awarded under statute other than section 38001 C. holding fees mandatory under predecessor statute of 38001 D. holding award of attorneys fees to party prevailing on contract claim is mandatory under section 38001 if there is proof of the reasonableness of the fees E. holding that predecessor to section 38001 codified with no changes as section 38001 et seq contained no requirement that the contract sued upon have a provision providing for attorneys fees

assistant: The best answer is B. holding that trial courts may not use section 38004 to take judicial notice of reasonableness of attorneys fees awarded under statute other than section 38001
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: or permit a substantive ruling by the Bankruptcy Court, and then waive that objection if the ruling is favorable but insist on it if unfavorable, and get a second bite at the apple.” In re Carter, 506 B.R. 83, 88 (Bankr.D.Ariz.2014); see also Ogier v. Johnson, 1:13-CV-01490-WSD, 2013 WL 6843476 at *6 (N.D.Ga. Dec. 27, 2013). In ruling, this Court explicitly declines to decide whether the Trustee’s claims fall in the gambit of Stem claims. Compare In re Gladstone, 513 B.R. 149, 160 (Bankr.S.D.Fla.2014) ("[T]his Court is guided by 11th Circuit precedent that fraudulent transfer claims brought under 11 U.S.C. §§ 548 or 544 are core matters subject to entry of final orders and judgments in the bankruptcy court.”) with In re Bellingham Ins. Agency, Inc., 702 F.3d 553, 565 (9th Cir.2012) (<HOLDING>) aff'd sub nom.Executive Benefits Ins. Agency Options: A. holding bankruptcy courts cannot enter final judgment on fraudulent transfer claims B. holding that bankruptcy judges may hear and enter final judgments in core proceedings C. holding that after stem bankruptcy judges have the authority to enter interlocutory orders in noncore proceedings and in core proceedings as to which the bankruptcy court may not enter final orders or judgment consistent with article iii absent consent D. holding that a plaintiff who has not sustained any damage as the result of a transfer of property cannot seek to set that transfer aside as fraudulent E. holding that a bankruptcy order is not final unless it 1

assistant: The best answer is A. holding bankruptcy courts cannot enter final judgment on fraudulent transfer 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 legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such Person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest 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 case excerpt and choose the best holding from the options. Case excerpt: 1990), the court ruled that the defendant restaurant did not have to reinstate the plaintiff veteran on the grounds that the plaintiff was unqualified under the VRRA because he brought numerous weapons to work, threatened to Idll fellow employees and served liquor to underage patrons. Moreover, all of this behavior occurred within six months prior to the plaintiff leaving to enter the service. Similarly, in Green v. Tho-Ro Products, Inc., 232 F.2d 172 (3 Cir., 1956), the court affirmed judgment for the defendant employer, holding that the plaintiff veteran was unqualified under the VRRA because he urged other employees to pass off defective products, created general discord in the workplace and threatened on numerous occasions to ruin the company. See also Doane, supra, 164 F.2d 537 (<HOLDING>); Greathouse, supra, 381 F.Supp. 156 (ruling Options: A. holding that the rule 404b evidence admitted to prove intent was clearly relevant because intent was at issue in the trial B. holding that trial court was not permitted to conclude that damages could have been avoided absent evidence to that effect and that defendant bore burden of presenting that evidence C. holding that appellate courts determine the sufficiency of the evidence to support a conviction based on a review of all of the evidence admitted at trial D. holding that evidence that plaintiff employee was often drunk at work should have been admitted at trial because it bore on the issue of whether he was qualified under the vrra E. holding that whether or not claimant would have returned to work at all was a question of fact

assistant: The best answer is D. holding that evidence that plaintiff employee was often drunk at work should have been admitted at trial because it bore on the issue of whether he was qualified under the vrra
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: not apply.’ ” Holloway v. Horn, 355 F.3d 707, 718 (3d Cir.2004) (quoting Appel v. Horn, 250 F.3d 203, 210 (3d Cir.2001)). AEDPA has changed the procedural framework for deference in three ways. First, AEDPA now requires federal courts to defer to state court legal determinations, whereas federal courts used to review state legal determinations de novo. See, e.g., Ahmad v. Redman, 782 F.2d 409, 412 (3d Cir.1986). Second, the habeas statute no longer explicitly conditions federal deference to state court factual findings on whether the state court held a hearing. See Mendiola v. Schomig, 224 F.3d 589, 592-93 (7th Cir.2000). Third, the statute no longer contains the eight prerequisites to deference that appeared in the superseded §§ 2254(d)(1)-(8). See Valdez v. Cockrell, 274 F.3d at 951 (<HOLDING>); but see Valdez v. Cockrell, 274 F.3d at 966 Options: A. holding evidence insufficient to overcome presumption of correctness B. holding that a full and fair hearing is not a precondition to according 2254els presumption of correctness to a state habeas courts findings of fact C. holding that because there was no factual dispute between the parties the presumption of correctness is not relevant D. holding that agency decisions enjoy a presumption of correctness E. holding that it is the appellants burden to present a record to overcome the presumption of correctness of the trial courts findings

assistant: The best answer is B. holding that a full and fair hearing is not a precondition to according 2254els presumption of correctness to a state habeas courts findings of fact
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: trustee in bankruptcy, etc., as entities that may be aggrieved parties with standing to file an FCRA claim provides support for conferring standing on a “personal representative” (to the extent that “personal representative” is not subsumed into the term “legal representative”). Moreover, it cannot be said that Mrs. Cimino was not an “individual” capable of being “aggrieved” by discrimination purportedly directed at her husband prior to his death. It is not a leap in logic to find that a statute that permits an aggrieved “trustee in bankruptcy” to file an FCRA charge would similarly permit a widow acting in her capacity as personal and legal representative of the deceased’s estate to do so. See Thompson v. N. Am. Stainless, LP, 562 U.S. 170, 178, 131 S.Ct. 863, 178 L.Ed.2d 694 (2011) (<HOLDING>). The FCRA “shall be construed according to the Options: A. holding that the term aggrieved in title vii incorporates this zone of interests test enabling suit by any plaintiff with an interest arguably sought to be protected by the statute citation omitted B. holding that an attorneys letters constitute protected conduct under title vii C. holding that title vii incorporates statutory epa defenses D. recognizing that a plaintiff may be able to establish that the statute is unconstitutional by showing that the statute lacks any plainly legitimate sweep citation omitted E. holding that six employees bringing suit under title vii were not in privity with the united states which had brought a previous suit against the same employer because the employees sought a type of relief which the united states had not sought

assistant: The best answer is A. holding that the term aggrieved in title vii incorporates this zone of interests test enabling suit by any plaintiff with an interest arguably sought to be protected by the statute citation 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 case excerpt and choose the best holding from the options. Case excerpt: at 761, 760 P.2d at 1177. This Court has long adhered to the proposition that tactical or strategic decisions of trial counsel will not be second-guessed on appeal unless those decisions are based on inadequate preparation, ignorance of relevant law, or other shortcomings capable of objective evaluation. Howard v. State, 126 Idaho 231, 233, 880 P.2d 261, 263 (Ct.App.1994). A. Ineffective Assistance of Trial Counsel 1. Failure to communicate Thomas argues his trial counsel was ineffective for failing to c that Thomas properly preserved this claim by arguing it before the district court. The Idaho appellate courts have recognized the claim of ineffective assistance of counsel for counsel’s failure to communicate. See, e.g., Parrott v. State, 117 Idaho 272, 275, 787 P.2d 258, 261 (1990) (<HOLDING>); Jones v. State, 125 Idaho 294, 297, 870 P.2d Options: A. holding that joness application was insufficient because it did not indicate how communication with counsel would have affected trial or how he would have proceeded differently B. holding that speculation as to how the evidence might have been beneficial was not enough C. holding that the failure of the appellant to discuss in the opening brief an issue on which the trial court might have relied as a basis for its judgment results in an affirmance of that judgment D. holding that an experts report failed to establish the standard of care when it did not clarify how soon is soon what would be considered an appropriate disposition and how any other procedure would have reduced delay E. holding that summary disposition was appropriate without some indication in the record as to how further consultation might have affected the results at trial

assistant: The best answer is E. holding that summary disposition was appropriate without some indication in the record as to how further consultation might have affected the results at trial
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: Carpman and Jacques Aghion (“Aghion”) appeal a final judgment after a jury trial in two consolidated cases awarding damages for breach of fiduciary duty, civil conspiracy and civil theft. We affirm the final judgment as to appellants, Jose Corkidi, Max Carlos Lederman, Michael Levin, Hannah Levin and Irving Carpman. We reverse the final judgment only as to appellant Aghion and remand for a new trial solely on the issue of damages. On appeal, the sole meritorious point raised is Aghion’s contention that his due process rights were violated by the fact that he neither had the opportunity to join in nor to challenge the stipulated to-proee-dure during trial of proceeding with a jury panel consisting of five jurors, as opposed to six after one of the jurors becam 301, 34 So. 241 (1908) (<HOLDING>); Wallace v. State, 722 So.2d 913 (Fla. 2d DCA Options: A. holding that when the defendant is not present in person or by an attorney at trial he does not waive the right to a twelvemember jury where the case is tried by six jurors the sufficiency of the waiver is determined by whether the waiver was knowing and intelligent B. holding that the constitutional right to a sixmember jury may be waived by a knowing and intelligent waiver C. recognizing requirement of knowing intelligent waiver D. holding that under the sixth amendment a criminal defendant may waive his right to counsel if that waiver is knowing intelligent and voluntary E. holding that statute of limitations is an affirmative defense is waived if not raised in the trial court and does not require a knowing and intelligent waiver

assistant: The best answer is A. holding that when the defendant is not present in person or by an attorney at trial he does not waive the right to a twelvemember jury where the case is tried by six jurors the sufficiency of the waiver is determined by whether the waiver was knowing and intelligent
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: for a downward departure because he argues the district court erroneously combined the substantive contours applicable to his requests for a departure and variant sentence, the record does not support this argument. Rather, the record establishes that the district court considered what it was required to consider in determining whether a departure was warranted and there is no indication that the district court misunderstood its authority to depart. See U.S. Sentencing Guidelines Manual (“USSG”) § 5H1.6, p.s. (2012) (“In sentencing a defendant convicted of an offense other than an offense [not at issue on this appeal], family ties and responsibilities are not ordinarily relevant in determining whether a departure may be warranted.”); see also Gall, 552 U.S. at 49-50, 128 S.Ct. 586 (<HOLDING>); United States v. Brewer, 520 F.3d 367, 371 Options: A. holding that despite the advisory nature of the sentencing guidelines they remain the starting point and the initial benchmark of a district courts sentencing analysis the district court should begin all sentencing proceedings by correctly calculating the applicable guidelines range and keep that range in mind throughout the sentencing process and that failing to calculate or improperly calculating the guidelines range or failing to adequately explain the chosen sentenceemdashincluding an explanation for any deviation from the guidelines range constitutes significant procedural error B. recognizing that if a guidelines error did not affect the district courts selection of the sentence imposed the sentence should be affirmed C. holding that sentence is reasonable when the district court properly addresses sentencing factors of 3553a D. holding that a sentence is procedurally reasonable if the district court committed no significant procedural error such as failing to calculate or improperly calculating the guidelines range treating the guidelines as mandatory failing to consider the 3553a factors selecting a sentence based on clearly erroneous facts or failing to adequately explain the chosen sentence emphasis added E. holding that although the guidelines should be the starting point and the initial benchmark of calculating a proper sentence the district court should then consider all of the 3553a factors to determine whether they support the sentence requested by a party

assistant: The best answer is E. holding that although the guidelines should be the starting point and the initial benchmark of calculating a proper sentence the district court should then consider all of the 3553a factors to determine whether they support the sentence requested by a party
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 344 U.S. 4 73 S.Ct. 2 97 L.Ed. 4 CIVIL AERONAUTICS BOARD et al.v.AMERICAN AIR TRANSPORT, Inc., et al. No. 126. Decided Oct. 20, 1952. PER CURIAM. 1 The certificate is dismissed. National Labor Relations Board v. White Swan Co., 1941, 313 U.S. 23, 61 S.Ct. 751, 85 L.Ed. 1165; Lowden v. Northwestern National Bank & Trust Co., 1936, 298 U.S. 160, 56 S.Ct. 696, 80 L.Ed. 1114; White v. Johnson, 1931, 282 U.S. 367, 51 S.Ct. 115, 75 L.Ed. 388; United States v. Union Pacific R. Co., 1897, 168 U.S. 505, 18 S.Ct. 167, 42 L.Ed. 559. 2 The Civil Aeronautics Board has applied to this Court for an order requiring the Court of Appeals to send up the entire record. To grant such an application would bring 'the entire matter in controversy' before the Court for decision. 28 U.S.C. § 1254(3) 28 U.S.C.A. § 1254(3). 3 Since the certificate must be dismissed, the Court should not exercise its discretionary power to bring up 'the entire matter in controversy' for review. See Cleveland-Cliffs Iron Co. v. Arctic Iron Co., 1918, 248 U.S. 178, 39 S.Ct. 91, 63 L.Ed. 198. Perhaps the Court of Appeals may now wish to hear this case en banc to resolve the deadlock indicated in the certificate and give full review to the entire case. This Court does not normally review orders of administrative agencies in the first instance; and the Court does not desire to take any action at this time which might foreclose the possibility of such review in the Court of Appeals. 4 For these reasons the Board's application is denied. 5 Mr. Justice DOUGLAS dissents.

assistant: 9
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: opportunity to do so, the court deprived Taylor a meaningful opportunity to prove bias. The majority distinguishes Herndon on the basis that here “the district court asked all of the jurors about the extent to which they were aware of the reported remark.” Maj. Op. 350. This characterization of the facts omits the critical fact that the court did not question Juror One (and only Juror One) whether she could contin trict court must provide the defendant a meaningful opportunity to prove [juror bias]”); United States v. Walker, 1 F.3d 423, 431 (6th Cir.1993) (“By denying the reasonable request to inquire into the jurors’ states of mind, the defendants were deprived of the opportunity to meet their burden of proving actual juror bias----”); see also Remmer, 347 U.S. at 230, 74 S.Ct. 450 (<HOLDING>). The majority correctly obseryes that Taylor Options: A. holding that to determine whether a statement was voluntary the court must consider the totality of all the surrounding circumstances both the characteristics of the accused and the details of the interrogation and decide whether a defendants will was overborne by the circumstances surrounding the giving of a confession B. holding that although this court affords broad discretion to the district court in determining the type of investigation necessary to determine juror bias the district court must provide the defendant a meaningful opportunity to prove the same C. holding that because parties elected to bring the case to the appellate court in the first instance the appeal could not then be dismissed just to confer jurisdiction upon the district court to determine the issues D. holding that it was permissible to ask whether a juror would consider death sentence if juror determined aggravating circumstances outweighed mitigating circumstances E. holding that the district court should determine the circumstances the impact thereof upon the juror and whether or not it was prejudicial in a hearing with all interested parties permitted to participate

assistant: The best answer is E. holding that the district court should determine the circumstances the impact thereof upon the juror and whether or not it was prejudicial in a hearing with all interested parties permitted to participate
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 Borrower shall not, and shall not permit any Guarantor or Subsidiary of any of them to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate (but not including the Borrower or any Guarantor), except (i) transactions set forth on Schedule 6.14 attached hereto, (ii) transactions in the ordinary course of business pursuant to the reasonable requirements of the business of such Person and upon fair and reasonable terms which are no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate, (iii) sales, transfers and conveyances of assets permitted pursuant to §8.8 or §12.2(b), (iv) agreements providing for the rental of an apartment unit to an officer or employee or Borrower, any Guarantor or any of their respective Subsidiaries or Affiliates at a discounted rate (i.e., an employee discount or short-term corporate rental), or for free as an incentive for services performed by such Person (i.e., an on-site property manager’s apartment), provided that all of such transactions, when considered in the aggregate, shall not be material to the operations of Borrower or any Unencumbered Pool Property, and (v) transfers or allocations of furniture, equipment and other personal property or services among properties owned by Borrower, any Guarantor or any of their respective Affiliates, provided that all of such transactions, when considered in the aggregate, shall not be material to the operations of Borrower or any Unencumbered Pool Property.

assistant: Transactions With Affiliates
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: proof of one or more elements not required of the other. To convict a defendant of section 16 — 1 theft, the State need not prove that the property is available only for hire. To convict a defendant of section 16 — 3 theft, the State need not prove either the intent to permanently deprive the owner of the use or benefit of the property or the value of the property. Nevertheless, defendant argues that the use of deception to obtain the temporary use of property that is available only for hire, such as a hotel suite, may be prosecuted only under section 16 — 3. He asserts that section 16 — 3 is “directed at precisely the sort of conduct” in which he allegedly engaged and that the legislature intended such conduct to be punished as a Class A misdemeanor. See Davis, 203 Ill. App. 3d at 844 (<HOLDING>). Defendant also calls our attention to the Options: A. holding that section 41 16 does not grant a waiver for claims of negligent supervision B. holding that section 16 3 did not apply to the defendants conduct of diverting the labor of city employees to their own purposes because section 16 3 is intended to protect businesses from the unscrupulous practices of prospective customers C. holding that a plaintiff could not base a claim on a violation of 16 del c 6634 because of the exclusionary provision in section 6636 which is clear from the text of the statute D. holding section 1325b did not apply to modification under section 1329 unless there is an objection from the trustee or from an unsecured creditor E. holding states are not persons for the purposes of section 1983

assistant: The best answer is B. holding that section 16 3 did not apply to the defendants conduct of diverting the labor of city employees to their own purposes because section 16 3 is intended to protect businesses from the unscrupulous practices of prospective customers
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 Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the MSU Award, its grant or vesting or any payment or transfer with respect to the MSU Award, to include withholding of vested shares, and to take such additional action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: The execution, delivery, and performance of the Transaction Agreements by the Company has been duly authorized by all requisite action on the part of the Company and its officers, directors and stockholders, and this Agreement constitutes, and the other Transaction Agreements will constitute, legal, valid, and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (together, the “ Enforceability Exceptions ”).

assistant: Authorizations
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 Must-Take 1 Space shall become part of the Premises for all purposes hereunder on the Must-Take 1 Lease Commencement Date, and, except as otherwise provided in this Section 1.5 , shall be subject to every term and condition of this Lease. Notwithstanding the foregoing, Tenant’s obligation to pay Base Rent and Tenant’s Share of Direct Expenses with respect to the Must-Take 1 Space shall commence on the date that occurs two hundred two (210) days after the Must-Take 1 Lease Commencement Date (the “ Must-Take 1 Rent Commencement Date ”). The Base Rent and Tenant’s Share of Direct Expenses for the Must-Take 1 Space shall be at the same rate per rentable square foot, and shall thereafter be escalated in the same manner, as the then current Base Rent for the Initial Premises located in the podium, as such Base Rent and Additional Rent are adjusted and escalated pursuant to the terms of this Lease. Furthermore, for purposes of calculating Tenant’s obligations under Article 4 of this Lease, Tenant’s Share shall be 1.56%, and the Base Year applicable to the Must-Take 1 Space shall be the calendar year in which the Must-Take 1 Rent Commencement Date occurs if it occurs on or before July 31 and the following calendar year if it occurs after July 31. The lease term for the Must-Take 1 Space shall commence on the Must-Take 1 Lease Commencement Date, Tenant shall commence payment of the Base Rent and the Tenant’s Share of Direct Expenses for the Must-Take 1 Space upon the Must-Take 1 Rent Commencement Date, and the lease term for the Must-Take 1 Space shall expire upon the Lease Expiration Date, as extended.

assistant: Terms
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: evernote engages certain affiliates or other third parties ( `` service providers '' ) to provide technical or other services relating to all or part of the service , and you hereby agree that such involvement by these service providers is acceptable .

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 case excerpt and choose the best holding from the options. Case excerpt: award was meant to be compensatory. In so deciding, the hearing justice declined to accept evidence “as to what the arbitrator considered or what he decided.” Although § 10-3-14 requires the reviewing court to modify the award as necessary and does not expressly limit the hearing justice’s scope of review, under the circumstances of this case, the remand to the arbitrator was appropriate, given the insufficient evidence before the April 5, 1995 hearing justice regarding the rationale for the punitive damages award. There was neither a transcript of the arbitration proceeding, nor was an explanation of the arbitrator’s reasoning available for the justice’s examination. See Purvis Systems, Inc., 788 A.2d at 1118, and Westminster Construction Corp., 119 R.I. at 209-10, 376 A.2d at 710 (<HOLDING>). The April 5, 1995 hearing justice had before Options: A. holding that harm analysis should not be conducted when none of the explanations required by section 5403b are given B. holding that judicial review of arbitration awards is narrow in scope C. recognizing such a ground for judicial review of arbitration awards in this circuit D. holding that explanations of arbitration awards are not required E. holding that minnesotas arbitration statutes govern appraiser decisions and appraisal awards are to be treated as arbitration awards

assistant: The best answer is D. holding that explanations of arbitration awards are not required
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: in resolving the scope of a preliminary agreement, we “must be particularly careful to avoid imposing liability where binding obligation was not intended,” and we must be mindful of the “strong presumption against finding binding obligation in agreements which include open terms, call for future approvals and expressly anticipate future preparation and execution of contract documents.” Teachers Ins. Annuity Ass’n of Am. v. Tribune Co., 670 F.Supp. 491, 499 (S.D.N.Y.1987); see also Adjustrite, 145 F.3d at 549. In this case, as in Adjustrite, the relevant contractual document does not expressly state that it was a binding agreement. Accordingly, this factor, which is undoubtedly the “ ‘most important,’ ” fa vors Defendant-Appellees. See id.; cf. Tribune Co., 670 F.Supp. at 494 (<HOLDING>). Further, although the parties have produced Options: A. holding that agreement did not constitute a binding preliminary agreement to negotiate in good faith a mortgage contract B. holding that the government was bound by an agreement it treated as binding although it preceded the formal plea agreement C. holding that an arbitration agreement is separable from the underlying agreement D. holding that where one party had received a written agreement and conformed his conduct to that agreement for an extended period of time but failed to sign the agreement he was equitably estopped from denying the validity of the agreement E. holding the following express language binding upon receipt of an accepted counterpart of this letter our agreement to purchase from you and your agreement to issue sell and deliver to us the captioned securities shall become a binding agreement between us emphasis added

assistant: The best answer is E. holding the following express language binding upon receipt of an accepted counterpart of this letter our agreement to purchase from you and your agreement to issue sell and deliver to us the captioned securities shall become a binding agreement between us emphasis added
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: Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement or (C) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

assistant: Waivers