5th Circuit clarifies divisibility of master agreements and purchase orders in bankruptcy
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By Bethany D. Simmons
Published on April 28, 2026.
The 5th U.S. Circuit Court of Appeals has found that purchase orders (POs) for the sale of goods constituted divisible (or severable) contracts under section 365 of the Bankruptcy Code. This decision clarifies the divisibility of master agreements and purchase orders in bankruptcy. The court found that the MSA and POs at issue were divisible contracts as they merely provided a foundation for an ongoing business arrangement characterized by separate transactions. The decision provides valuable guidance on how to analyze the diviscibility of commercial contracts when they are assumed and assigned in bankruptcy and highlights the importance of carefully drafting MSAs.
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