The Library

Contracts are critical to commercial relationships, but unforeseen events, such as high tariffs, can disrupt performance. This article discusses how Virginia courts may handle doctrines like force majeure, commercial impracticability, and frustration of purpose, and explores related issues such as price adjustments, tariffs as taxes, and cost allocation.  It includes considerations that apply to contract drafting, contract interpretation and contract litigation. Doctrines to Excuse Performance Under a Contract in Virginia Excuse of performance obligations evidenced by a written contract is an option in light of extraordinary circumstances when renegotiation may not be an option. Courts often strictly interpret force majeure […]

The Governor took legislative action on over 960 bills laid on his desk from the 2025 General Assembly Session, including the budget. Governor Youngkin vetoed nearly 160 bills and made recommendations to just as many. In the budget bill, the Governor made 205 amendments and 8 vetoes. A complete list of the Governor’s amendments to the budget may be read here. The General Assembly will have a Reconvene Session on April 2 to respond to his amendments and vetoes. For bills which the Governor vetoed, the threshold for his veto to be overridden is a 2/3 vote of members present. […]

Article originally featured in the Legal Backgrounder, Vol. 40 No. 3 from the Washington Legal Foundation One may have missed the Executive Order issued February 19, 2025, entitled “Ensuring Lawful Governance and Implementing the President’s ‘Department of Government Efficiency’ Deregulator Initiative” (“Executive Order”).[1]  It orders agency heads to identify regulations to target for deregulatory action.  Although that may be a substantial opportunity for certain heavily regulated industries, those same industries and their regulators should be careful that the unintended consequence is not more regulation at the state and local level.  The railroad industry is such an industry; the Federal Railroad […]

On March 21, 2025, the Financial Crimes Enforcement Network (“FinCEN”) issued an Interim Final Rule which serves as an update to reporting requirements under the Corporate Transparency Act (“CTA”). The update revised the definition of “reporting company” to only include entities formed under the laws of a foreign country AND that are registered to do business in the United States. Additionally, U.S. persons that beneficially own foreign entities do not need to report under the CTA. This update removed U.S. entities from the definition of “reporting companies,” removing any obligation of U.S. entities to file beneficial ownership reports under the […]