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: in a patent infringement suit may not cure a jurisdictional defect in standing by adding a party with standing or through retroactive assignment of the patents-in-suit. (See Def.’s Mot. to Dismiss Mem. at 8 (quoting Schreiber Foods v. Beatrice Cheese, Inc., 402 F.3d 1198, 1203 (Fed.Cir.2005)).) It does not follow, however, that a standing defect may not be cured through substitution of the plaintiff under Rule 17(a)(3) and CHF has pointed to no case that would support such a proposition. To the contrary, courts in the Second Circuit have generally allowed for substitution when a mistake has been made as to the person entitled to bring suit and such substitution will not alter the substance of the action. See Adv. Magnetics, Inc. v. Bayfront Partners, Inc., 106 F.3d 11, 20 (2d Cir.1997) (<HOLDING>); Hackner v. Guar. Trust Co. of New York, 117 Options: A. holding that where the plaintiffcorporation lacked standing to pursue its shareholders claims the district court erred in refusing to allow substitution of shareholders as plaintiffs under rule 17a3 B. holding that derivative actions do not require the support of a majority of shareholders or even all of the minority shareholders C. holding that state court judgment settling shareholders state and federal claims had preclusive effect in federal court even though shareholders could not have pressed their federal claims in state court D. holding that a corporation exists as an entity apart from its shareholders even where the corporation has but one shareholder the general proposition of corporate identity apart from its shareholders leads us to conclude in accordance with decisions from other jurisdictions that the attorneys client is the corporation and not the shareholders E. holding a shareholders cause of action accrued for statute of limitations purposes when shareholders and directors of a company asserted a right to stock which was hostile to the plaintiffs claim to the stock

assistant: The best answer is A. holding that where the plaintiffcorporation lacked standing to pursue its shareholders claims the district court erred in refusing to allow substitution of shareholders as plaintiffs under rule 17a3
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 with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information that is not otherwise disclosed in the Registration Statement or the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct in all material respects, and, when taken together with the SEC Documents, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole did not, as of their issue date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

assistant: Disclosures
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: 106 (1973). Thus, the AR may be “supplemented, if necessary, by affidavits, depositions, or other proof of an explanatory nature.” Arkla Exploration Co. v. Tex. Oil & Gas Corp., 734 F.2d 347, 357 (8th Cir.1984). “The new material, however, should be explanatory of the decisionmakers’ action at the time it occurred. No new rationalizations for the agency’s decision should be included.” Sierra Club v. Marsh, 976 F.2d 763, 772-73 (1st Cir.1992). When adverse impacts are set forth in great detail in extra-record written submissions, “the court properly can consider this record in determining whether there exists a rational basis for the [agency] decision.” Exxon Corp. v. Fed. Energy Admin., 398 F.Supp. 865, 874 (D.D.C. 1975). But cf. Smith v. FTC, 403 F.Supp. 1000, 1008 (D.C.Del.1975) (<HOLDING>). A court may also elect to allow extra-record Options: A. holding an agency decision is not final during the time the agency considers a petition for review B. holding that a draft of a proposed letter from an area director of a government agency to a municipal administrative agency was properly excluded because it did not represent an agency finding C. holding that in its review of the irs exercise of discretion the court is limited to a review of the administrative record D. holding specifications of error in appeal from administrative agency decision must be reasonably specific and calculated to identify the matters truly at issue sufficient to fairly apprise the agency other parties and the court of the particular issues claimed E. holding that because the scope of review of agency matters is confined to the administrative record discovery in the form of depositions from agency officials was improper and irrelevant

assistant: The best answer is E. holding that because the scope of review of agency matters is confined to the administrative record discovery in the form of depositions from agency officials was improper and irrelevant
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 Letter of Guarantee shall be binding on, and shall inure to the benefit of the Guarantor, the Bank and their respective successors and assigns; provided that the Guarantor may not assign or transfer its rights or obligations under this Letter of Guarantee. Without limiting the generality of the foregoing: (a) the obligations of the Guarantor under this Letter of Guarantee shall continue in full force and effect and shall be binding on: (i) the estate of the Guarantor if the Guarantor is an individual; and (ii) any successor partnership and on previous partners and their respective estates if the Guarantor is a partnership, regardless of any change in the partnership as a result of death retirement or otherwise; and (b) the Bank may assign, sell participations in or otherwise transfer its rights under the Facility to any other person or entity, and the other person or entity shall then become vested with all the rights granted to the Bank in this Letter of Guarantee or otherwise.

assistant: Assignments
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: 429 U.S. 5 97 S.Ct. 26 50 L.Ed.2d 5 UNITED STATESv.Ralph Allan ROSE. No. 75-1535. Oct. 12, 1976. PER CURIAM. 1 The operative facts herein are substantially identical to those in United States v. Morrison, 429 U.S. 1, 97 S.Ct. 24, 50 L.Ed.2d 1. Respondent's car was stopped by Border Patrol agents; a search disclosed marihuana. Respondent lost a motion to suppress and was found guilty after a bench trial. Following this trial, but before sentencing, the District Court, relying upon our decision in Almeida-Sanchez v. United States, 413 U.S. 266, 93 S.Ct. 2535, 37 L.Ed.2d 596 (1973), granted respondent's motion to suppress. The Court of Appeals for the Tenth Circuit, as it did in Morrison, found the Government's appeal barred by double jeopardy. 2 In United States v. Wilson, 420 U.S. 332, 95 S.Ct. 1013, 43 L.Ed.2d 232 (1975), we held that double jeopardy would not bar a Government appeal if success on that appeal would result in the reinstatement of a verdict of guilty. The fact that the order of suppression here occurred after a general finding of guilt rendered by the court in a bench trial, rather than after a return of a verdict of guilty by a jury, is immaterial. Morrison, 429 U.S. 1, 97 S.Ct. 24, 50 L.Ed.2d 1. Double jeopardy, therefore, does not bar an appeal by the Government. 3 We grant the motion to proceed in forma pauperis and the petition for certiorari, vacate the judgment of the Court of Appeals, and remand to that court for proceedings consistent herewith. 4 It is so ordered.

assistant: 1
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: 1.5 to promote the airbnb platform and to increase the exposure of listings to potential guests , listings and other member content may be displayed on other websites , in applications , within emails , and in online and offline advertisements .

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: Schedule 5.8(a) contains an accurate list of all Subsidiaries of the Borrower as of the Effective Date, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries and designating which Subsidiaries are Subsidiary Banks. Schedule 5.8(b) contains, as of the Effective Date, an accurate organizational chart, showing the ownership structure of Borrower and each Subsidiary as of the Effective Date. All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable. Borrower is the sole legal owner of all of the outstanding shares of common stock of Peoples Bank, and Peoples Bank is the sole legal owner of all the outstanding equity interests of its Subsidiaries. As of the Effective Date, there are no warrants or options, or any agreements to issue any warrants or options, outstanding with respect to any class of equity interests of Peoples Bank or any other Subsidiary. Each Subsidiary Bank is “well capitalized” (as defined and determined by the Governmental Authority having jurisdiction over such Subsidiary Bank), and the Subsidiary Banks on a combined basis are “well capitalized” (as defined and determined by the Governmental Authority having jurisdiction over the Subsidiary Banks). No Subsidiary Bank is subject to any Regulatory Action that has not been disclosed in the Borrower’s call reports filed before the Effective Date.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: notwithstanding the aaa rules , we will reimburse you for all the aaa administrative fees in disputes that are subject to the supplementary procedures for consumer-related disputes , unless the arbitrator determines that a dispute was filed for purposes of harassment or is patently frivolous .

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: of law. In reaching this conclusion, the court notes that the substantive ele ments of a medical malpractice claim—the applicable standard of care, whether the standard was violated, and whether the violation was the proximate cause of Harvey’s injury or death—are questions to be determined by state law. Fitzgerald v. Manning, 679 F.2d 341, 346 (4th Cir.1982). Under Virginia law, expert testimony is ordinarily necessary to establish each of these elements. Webb v. Smith, 276 Va. 305, 661 S.E.2d 457, 459 (4th Cir.2008). “Exceptions to this rule exist only in ‘those rare cases in which a health care provider’s act or omission is clearly negligent within the common knowledge of laymen.’” Id. (quoting Raines v. Lutz, 231 Va. 110, 341 S.E.2d 194, 196 n. 2 (1986)); see, e.g. Webb, supra (<HOLDING>). Having reviewed the record, the court Options: A. holding the plaintiff must show that the defendants departure from such generally recognized practices and procedures was the proximate cause of the plaintiffs alleged injuries and damages B. holding that negligence must be the proximate cause of injury C. holding where reasonable difference of opinion as to whether the defendants act was the or a proximate cause of the injury the matter is for the jury to decide D. holding that a physicians negligence need only be a proximate cause not the proximate cause of plaintiffs injury E. holding that a reasonably intelligent juror did not need an expert to explain why the doctors negligence was the proximate cause of the patients damages where the doctor forgot to perform the second of two planned surgical procedures and as a result the plaintiff had to undergo surgery on a second occasion

assistant: The best answer is E. holding that a reasonably intelligent juror did not need an expert to explain why the doctors negligence was the proximate cause of the patients damages where the doctor forgot to perform the second of two planned surgical procedures and as a result the plaintiff had to undergo surgery on a second occasion
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: a news show as such. The fact remains, however, that it depicted, in Best’s case, an arrest on criminal charges and facts concerning prior arrests or citations. These are legitimate matters of public concern, even if Best’s encounters with the police involved conduct that was arguably toward the lower end of the spectrum of criminality. With these principles in mind, the Court turns to defendants’ argument regarding the construction of IRPA. Federal courts generally “interpret laws consistent with their meaning, but with an eye towards avoiding exposing any constitutional infirmities.” Dean Foods Co. v. Brancel, 187 F.3d 609, 614 (7th Cir.1999). Illinois adheres to this canon as well. See, e.g., In re Estate of Poole, 207 Ill.2d 393, 409, 278 Ill.Dec. 532, 799 N.E.2d 250, 259 (2003) (<HOLDING>) (citing People v. Fisher, 184 Ill.2d 441, 448, Options: A. holding that courts must construe the complaint liberally in favor of the plaintiff by giving the plaintiff the benefit of all the inferences that can be reasonably drawn from the pleaded facts B. recognizing the courts duty to construe a statute in a manner that upholds its validity and constitutionality if it can reasonably do so C. recognizing courts obligation to construe meaning of relatives D. recognizing courts special duty to construe liberally a pro se plaintiffs pleadings E. holding that courts are to construe statutes so as to harmonize with other relevant laws if possible

assistant: The best answer is B. recognizing the courts duty to construe a statute in a manner that upholds its validity and constitutionality if it can reasonably do so
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: United, Inc., 137 Idaho 747, 751, 53 P.3d 330, 334 (2002). The Holcombs cite to various Idaho cases in which this Court applied the I.R.C.P. 54(e) factors to determine the amount of attorney fees to award where the fees were awarded by contract; however, all of these cases are distinguishable from the facts and issues at hand. Therefore, we hold that I.R.C.P. 54(e)(3) is inapplicable because it is inconsistent with the language of the contract. However, we caution that contractual language such as “its attorney fees” or “all attorney fees” does not give the prevailing party an unqualified right to unlimited attorney fees. The non-prevailing party may still argue that the amount claimed is an unconscionable penalty. Clampitt v. A.M.R. Corp., 109 Idaho 145, 148, 706 P.2d 34, 37 (1985) (<HOLDING>). The Holcombs also argue the district court Options: A. holding that because liquidated damages under the adea are punitive in nature a jurys award of state punitive damages and adea liquidated damages constitutes a double recovery and therefore reducing the total recovery by the amount of the liquidated damages award B. holding that language of contract did not limit plaintiffs recovery to liquidated damages C. holding that a liquidated damages amount set by contract is enforceable where the amount bears a reasonable relation to the damages actually sustained D. holding that in civil theft claim once jury sets the amount of actual damages it is a ministerial act for the trial court to triple those damages and enter final judgment in that amount E. holding that prejudgment interest should not be added to damages awarded for misrepresentation because the amount of damages were not liquidated or ascertainable before the verdict

assistant: The best answer is C. holding that a liquidated damages amount set by contract is enforceable where the amount bears a reasonable relation to the damages actually sustained
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 PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15 .

assistant: Waiver Of Jury Trials
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: Subject to the terms and conditions of this Agreement, each party shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable laws, to consummate and implement expeditiously each of the transactions contemplated by this Agreement. The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated by 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 legal provision and list the applicable contract clause categories. Provision: Borrower shall keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location, and as Collateral Agent or Lender may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lender. All property policies shall have a lender’s loss payable endorsement showing Collateral Agent and Lender as an additional loss payee and all liability policies shall show Collateral Agent and Lender as an additional insured and all policies shall provide that the insurer must give Collateral Agent at least thirty (30) days notice before canceling its policy. At Collateral Agent’s or Lender’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any property policy shall, at Collateral Agent’s or Lender’s option, be payable to Collateral Agent, for the benefit of Lender, or to Lender on account of the Obligations. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any property policy, toward the replacement or repair of destroyed or damaged property; provided that (a) any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent and Lender have been granted a first priority security interest and (b) after the occurrence and during the continuation of an Event of Default all proceeds payable under such property policy shall, at the option of Collateral Agent or Lender, be payable to Collateral Agent, for the benefit of Lender, or to Lender on account of the Obligations. If Borrower fails to obtain insurance as required under Section 6.8 or to pay any amount or furnish any required proof of payment to third persons and Collateral Agent, Collateral Agent or Lender may make all or part of such payment or obtain such insurance policies required in Section 6.8, and take any action under the policies Collateral Agent or Lender deems prudent. On or prior to the first Funding Date and prior to each policy renewal, Borrower shall furnish to Collateral Agent certificates of insurance or other evidence satisfactory to Collateral Agent that insurance complying with all of the above requirements is in effect.

assistant: Insurances
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 permitted under Annex 2 of this Agreement, Borrower will not sell, transfer, lease or otherwise dispose of (including pursuant to a merger, other than a merger permitted by Section 5.4 ) any property or assets to, or purchase, lease or otherwise acquire (including pursuant to a merger) any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except in the ordinary course of business at prices and on terms and conditions not less favorable to Borrower than could be obtained on an arms-length basis from unrelated third parties.

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: for a grant from the federal government to make improvements to the county’s jail. The federal government also agreed to pay the costs of housing each federal prisoner. The defendant was convicted of accepting bribes from a federal prisoner in exchange for “contact visits” with the prisoner’s wife and girlfriend. Id. On appeal, the defendant argued that the Government should have been required to prove that the bribe had some effect on federal funds. Id. at 55, 118 S.Ct. 469. The Court began by noting that Section 666’s “expansive, unqualified language, both as to the bribes forbidden and the entities covered, does not support the interpretation that federal funds must be affected to violate § 666(a)(1)(B).” Id. at 56, 118 S.Ct. 469. According to the Court, the statute “applie ir.1999) (<HOLDING>); United States v. Zwick, 199 F.3d 672 (3d Options: A. holding that some federal connection to the misconduct is required B. holding that 666 does not require any connection between the misconduct and federal funds C. holding that to show a causal connection the plaintiff must demonstrate a relationship between the misconduct and the plaintiffs injury D. holding the connection is an element E. holding that no federal nexus is required

assistant: The best answer is A. holding that some federal connection to the misconduct is 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: Dr. Wall’s body had not been found and because Ms. Chaney could not be located. Although the police attempted to find Dr. Wall’s body in 1986, 1988 and 1990, they were unable to do so until 1995, when Mr. Gamble, who was facing federal drug charges, decided to cooperate with authorities. Thus, the delay was caused by the State’s legitimate desire to present a stronger case. See Pino, 708 F.2d at 528-29 (recognizing that uncertainty as to strength of prosecutor’s case is legitimate reason for delay in obtaining indictment); see also Lovasco, 431 U.S. at 795 (deciding prosecutor abides by fairness standards by refusing to seek indictment until he is satisfied he should prosecute and will be able to establish guilt); United States v. Lebron-Gonzalez, 816 F.2d 823, 831 (1st Cir.1987) (<HOLDING>). We also reject Mr. Metoyer’s assertion that Options: A. holding that dismissal is proper only if it appears beyond doubt that plaintiff can prove no set of facts in support of his claim which would entitle him to relief B. holding that admission of evidence is harmless if it is cumulative to other legitimately admitted evidence that establishes a defendants guilt beyond a reasonable doubt C. holding in case where key witness cooperated only after his arrest that even though the prosecution has probable cause it is under no duty to initiate criminal proceedings until it is satisfied that it can establish guilt beyond a reasonable doubt D. holding a warrantless arrest by a law officer is reasonable under the fourth amendment where there is probable cause to believe that a criminal offense has been or is being committed E. holding that it is not

assistant: The best answer is C. holding in case where key witness cooperated only after his arrest that even though the prosecution has probable cause it is under no duty to initiate criminal proceedings until it is satisfied that it can establish guilt beyond a reasonable doubt
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: we may maintain different types of accounts for different types of users , such as ( i ) an individual account , or ( ii ) an account opened on behalf of a company , organization , or other entity .

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: Claim We review the trial court’s order dismissing the equitable estoppel claim with prejudice under a de novo standard. Belcher Ctr., LLC v. Belcher Ctr., Inc., 883 So.2d 338, 339 (Fla. 2d DCA 2004). When reviewing a motion to dismiss for failure to state a cause of action, the trial court is limited to the four corners of the complaint, and if the court is required to consider matters outside the.four corners of the complaint, then the claim may not be dismissed on the basis of an affirmative defense. See id. The trial court correctly dismissed the Bairs’ claim for damages under a theory of equitable estoppel. Florida courts recognize that equitable estoppel may be invoked against a governmental entity as a supporting theory for some other remedy. See Pacetta, LLC, 120 So.3d at 29-30 (<HOLDING>); cf. State, Agency for Health Care Admin. v. Options: A. holding that the transaction must be fair and equitable and in good faith B. recognizing that equitable estoppel may be invoked to support a bert harris act claim if a property owner relies in good faith upon the governmental action in question C. holding failure to take action may have some bearing on good faith D. holding that the current property owner may not assert a public nuisance claim against the former owner E. holding that under california law a constructive trust may be sought only by the equitable owner of the trust res not by a creditor of the equitable owner

assistant: The best answer is B. recognizing that equitable estoppel may be invoked to support a bert harris act claim if a property owner relies in good faith upon the governmental action in question
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 w ith respect to the Company’s enforcement of the cove nant s in SECTION 4 and SECTION 5, in the event that either Executive or the Company ( or their successor and assigns , or any other person claiming benefits on behalf of or through them) has a dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute , claim, question, or disagreement. To t hi s effect, they shall consult and negotiate with each other in good faith and, recogni z ing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties . If the parties do not reach such solution w i thin a period of 60 days, then , upon written notice by either party to the other, all such disputes , claims, questions, or differences shall be finally settled by confidential binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Employment Arbitrat i on Rules, unless such claim is precluded by law from being settled through arbitration. Such arbitrat ion shal l take place in Atlanta, Georgia. Any arbitrator selected by the parties to arb it rate any such dispute sha ll have practiced predominately in the field of employment law for no less than ten years. The arbitrator will have the power to interpret this Agreement. Any determination or decision by the arbitrator shall be binding upon the parties and may be enforced in any court of law. The parties agree that this arbitration provision does not app ly to the right of Executive to file a charge, testify, assist or participate in any manner in an investigation, hearing or proceeding before the Equal Employment Opportunity Commission or any other agency pertaining to any matters covered by this Agreement and within the jurisdiction of the agency. Both Parties agree that this arbitration clause has been bargained for by the Parties upon advice of their respective counsel.

assistant: Arbitration
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 parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity.

assistant: Specific Performance
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 Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a Responsible Officer of the Borrower certifying that, before and after giving effect to the initial Borrowings made hereunder on the Effective Date and the other Transactions, the Credit Parties, taken as a whole, are Solvent.

assistant: Solvency
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: with bench trials. Because the plaintiffs raised the issue in their pretrial submissions and because the court believes the correct question here is whether the evidence presented at trial establishes that the defendant S.R.O.s are entitled to qualified immunity, it rejects the defendant S.R.O.S argument that the plaintiffs abandoned the issue. 37 . Citing Headwaters Forest Def. v. Cnty. of Humboldt, 276 F.3d 1125, 1129-30 (9th Cir.2002); Park v. Shiflett, 250 F.3d 843, 852-53 (4th Cir.2001); LaLonde v. Cnty. of Riverside, 204 F.3d 947, 961 (9th Cir.2000); Adams v. Metiva, 31 F.3d 375, 386 (6th Cir.1994). 38 . Citing Jackson v. City of Bremerton, 268 F.3d 646, 652-53 (9th Cir.2001); Wagner v. Bay City, 227 F.3d 316, 324 (5th Cir.200 0, 276, 108 S.Ct. 562, 98 L.Ed.2d 592 (1988) (<HOLDING>); Fraser, 478 U.S. at 686, 106 S.Ct. 3159 Options: A. holding that the board of education violated a school teachers first amendment rights by dismissing him because he had criticized the board in a letter to the local newspaper B. holding that a principal did not impinge students first amendment rights by censoring articles in a high school newspaper C. holding that school district policy requiring that students obtain the review and approval of school officials prior to distributing any written material violated free speech rights of students D. holding that a teacher was unjustified in censoring an article in the school newspaper because it was inconceivable that the use of the word damn one time in the article would have caused material and substantial interference with school activities E. holding that school officials may not limit the first amendment rights of students and teachers to freedom of speech and expression

assistant: The best answer is B. holding that a principal did not impinge students first amendment rights by censoring articles in a high school newspaper
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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and, after the Effective Date, the filing of this Agreement and related Loan Documents by the Borrower with, and other required disclosures required by, the SEC pursuant to the requirements of the Exchange Act, (b) will not violate any applicable law or regulation or the charter, by-laws or other Organizational Documents of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Indebtedness or a Material Sales Contract binding upon the Borrower or any Restricted Subsidiary or any of their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Restricted Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Restricted Subsidiary not otherwise permitted under Section 6.07 .

assistant: No Conflicts
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 the state and the attorney for the defendant or the defendant when acting pro se may engage in discussions with a view toward reaching an agreement that, upon the entering of a plea of guilty, no contest or guilty but mentally ill to a charged offense or to a lesser or related offense, the attorney for the state will move for dismissal of other charges, or will recommend or not oppose the imposition of a particular sentence, or will do both. The court shall not participate in any such discussions. N.M. R.Crim. P. 5-304(A)(l). 2 . Holt argued below that the judge’s actions also violated Federal Rule of Criminal Procedure 11, but he failed to persist in that argument before this Court. Therefore, we need not consider it. See Phillips v. James, 422 F.3d 1075, 1080 (10th Cir.2005) (<HOLDING>). But even if we did, we agree with the Options: A. holding courts do not consider points not raised in briefs B. holding that we generally may not consider issues not raised before the bia C. holding that we lack jurisdiction to consider claims that have not been raised before the bia D. recognizing that we lack jurisdiction to consider issues not raised in the parties briefs E. holding that where issues are not properly raised and developed in briefs a court will not consider the merits thereof

assistant: The best answer is D. recognizing that we lack jurisdiction to consider issues not raised in the parties briefs
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 supersedes all prior discussions and agreements between the Parties with respect to the subject matter of this Agreement, and this Agreement (including the Exhibits hereto and the Disclosure Schedule) contain the sole and entire agreement among the Parties hereto with respect to the subject matter hereof.

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: neither did Mr. Bowen. ¶ 30. Bowen does not require an independent action seeking partition. Mr. Myers already had a request for a sale properly before the chancellor. A remand in order to obtain another is superfluous. ¶ 31. Additionally, the majority suggests that to enforce a partition here would subvert longstanding public policy encouraging marriage. I do not find that the public policy arguments in favor of marriage impact on whether a spouse may seek the partition by sale of a financially burdensome marital home. Joint owners of property, even spouses not contemplating divorce, are entitled to seek partition of property. Miss.Code Ann. § 11-21-8 (Supp.2002), Trigg v. Trigg, 498 So.2d 334, 335-36 (Miss.1986). See also Miller v. Miller, 838 So.2d 295, 298 (Miss.Ct.App.2002) (<HOLDING>). ¶32. Trigg and Miller speak to the Options: A. holding that res judicata did not preclude the subsequent filing of an action which was a permissive claim in a prior action B. holding that denial of divorce and corresponding equitable distribution does not preclude a partition action by res judicata C. holding res judicata does not preclude consideration of constitutional questions in postconviction proceedings which by their nature depended upon facts not found in record D. holding that lear does not abrogate general principles of res judicata or the res judicata effect of a consent decree regarding patent validity E. holding that a criminal statute does not provide a corresponding civil cause of action

assistant: The best answer is B. holding that denial of divorce and corresponding equitable distribution does not preclude a partition action by res judicata
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 AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

assistant: Applicable 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: and therefore they must close the restaurants or be in violation of the Lanham and Copyright Acts. However, in the exact same scenario Defendants may believe that, by closing the restaurants, they would be in breach of the agreements by. not operating the franchises if Papa John’s in fact decided not to terminate the agreements despite the discretion to do so. This cannot be the proper outcome. That is why the Franchise Agreement called for Papa John’s to eventually give Defendants some notice for the termination to be effective. 4 . Specifically, Defendants assert that the $125,000.00 cost represented to them to build a Papa John's restaurant was actually $200,000.00. Defendants allege that they were told the upstate New York area supported’the Papa John F.Supp.2d 698 (D.Md.2001) (<HOLDING>); Brock v. Baskin Robbins, USA, Co., 2003 WL Options: A. holding rules 410 and 174f preclude impeaching defendant with statements made in the expectation of a plea agreement including document signed during plea negotiations B. holding that statements made in the course of negotiation were not contracts and such statements were merged into the final written agreement C. holding that statements made prior to signing of lease with integration clause were not actionable in fraudulent misrepresentation D. holding that a witness could testify about statements made to him by a police department investigator because the statements were an admission by partyopponent and were thus not excluded by the hearsay rule E. holding that any actionable statements made during negotiations were superceded by fully integrated franchise agreement and could not reasonably be relied on by franchi see

assistant: The best answer is E. holding that any actionable statements made during negotiations were superceded by fully integrated franchise agreement and could not reasonably be relied on by franchi see
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 the state courts have, has repeatedly lamented the tragedy. See Breithaupt v. Abram, 352 U.S. 432, 439 [77 S.Ct. 408, 412, 1 L.Ed.2d 448] (1957) (“The increasing slaughter on our highways, most of which should be avoidable, now reaches the astounding figures only heard of on the battlefield”); Tate v. Short, 401 U.S. 395, 401 [91 S.Ct. 668, 672, 28 L.Ed.2d 130] (1971) (BLACK-MUN, J., concurring) (deploring “traffic irresponsibility and the frightful carnage it spews upon our highways”); Perez v. Campbell, 402 U.S. 637, 657 and 672 [91 S.Ct. 1704, 1715 and 1722, 29 L.Ed.2d 233] (1971) (BLACKMUN, J., concurring) (“The slaughter on the highways of this Nation exceeds the death toll of all our wars”); Mackey v. Montrym, 443 U.S. 1, 17-18 [99 S.Ct. 2612, 2620, 61 L.Ed.2d 321] (1979) (<HOLDING>). -U.S. at-, 103 S.Ct. at 920. The statute Options: A. recognizing the public interest exception B. holding that an order compelling arbitration in an independent proceeding is appealable as a final order because in that context the order compelling arbitration resolves the sole issue before the court C. holding grandparent visitation statute serves compelling state interest in maintaining grandparentgrandchild relationship where grandparents had raised child for period of time but agreeing with trial court that something more than childs best interest must be established to serve compelling state interest D. recognizing the compelling interest in highway safety E. holding that the government interest in preventing crime is compelling

assistant: The best answer is D. recognizing the compelling interest in highway safety
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 validity, interpretation and enforcement of this Loan Modification Agreement whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

assistant: Governing 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 legal provision and list the applicable contract clause categories. Provision: No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements delivered pursuant to Section 5.01 (a) or Section 5.01(b) reflecting such amounts, exceed by more than $1,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $1,000,000 the fair market value of the assets of all such underfunded Plans.

assistant: Erisa