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Friday, March 27, 2015
There has been a lot of talk among contract-drafting lawyers about a recent case in New York called Buckingham v. Buckingham (http://law.justia.com/cases/new-york/appellate-division-first-department/2015/14335-314297-11.html). In it, a wife who filed for divorce reached a settlement with her husband, which was memorialized in an agreement drafted by the the wife's divorce lawyer, who is prominent in her field. The husband owned a majority stake in a business and the deal was—we think—that if he ever sold out, the wife would get a share of the proceeds. What the contract sai ...read more
Sunday, August 31, 2014
People who do business online, or even just set up websites as to which they want their users to agree to terms of use, which may also include specific business terms, are always anxious about the degree to which those terms will be enforced against users who violate them. Back in 2012 Zappos, Inc. (a subsidiary of Amazon.com) lost a case in Federal District Court in Nevada against users who, having been informed by Zappos of a security breach, sued as a class rather than going to arbitration as required by Zappos' terms. Now another similar case has arisen, this time at the Court of Appea ...read more
Thursday, May 15, 2014
A discussion in a LinkedIn group I belong to caught my eye today. It was about escrow clauses in software license agreements, with the initiator taking the position that an escrow clause (which typically involves a licensor putting its software in the hands of an escrow agent--there are several who specialize in this--and releasing the source code to the licensee if specified things happen, such as the licensor's bankruptcy, its failure to provide support and maintenance, or other types of contract breach) should be in every license agreement. Well, if you're the licensee, that would be a ...read more
Tuesday, May 13, 2014
Couldn't have said it better myself: The Contracts Guy (http://www.thecontractsguy.net/2014/05/13/whats-the-role-of-a-commercial-attorney/?utm_source=feedburner&utm_medium=feed&utm_campaign=Feed%3A+thecontractsguy+%28theContractsGuy%29) ...read more
Friday, April 11, 2014
...at least not without reading and understanding it. People are presented with non-disclosure or confidentiality agreements all the time in business relationships; they're probably the most common type of bilateral written contract out there. Since in most contexts the subject matter is non-controversial (though in some industries, like publishing and entertainment, there is hostility to them for a variety of good and bad reasons), people often just sign them without reading, as if they were click-through terms on a website, and even when they do, they don't have their lawyers review them ...read more
Saturday, March 29, 2014
On March 17 the Register of Copyrights (part of the Library of Congress) initiated a study of how the current licensing provisions of the Copyright Act (chiefly but not exclusively concerned with the government-set royalty rates for sound recordings) affect creators and users of music. The study contemplates that people in this line will submit comments (see below). As a composer myself, I'm interested, in both senses of the word, in this subject, but since so far I derive no royalties (alas) from my own music I'm mentioning this here for clients and others who are involved in the music bu ...read more
Friday, March 21, 2014
I spend the bulk of my time reading, writing and editing contracts. And, of course, negotiating them on behalf of my clients, which generally involves, literally at the end of the day, more of the foregoing. What I see when I look at the efforts of most lawyers (including myself in days gone by) is pathetic. Words churned out like catechisms, without much effort to understand what they mean, whether they are intelligible, or whether they inform the parties to the contract (one of whom, by definition, is the lawyer's client) exactly what the thing is about. I often get the impression that t ...read more
Saturday, March 15, 2014
My practice is not exclusively, or even primarily, focused on copyright, but interesting developments and issues seem to pop up in this area more than they do in the more quotidian areas of my work. Nevertheless, they have implications for smaller businesses that bear pondering (and getting advice). Here's one that can help illustrate both the pitfalls and the opportunities presented by the niceties of copyright law. As this article (http://www.hollywoodreporter.com/thr-esq/famous-1923-silent-film-sparks-687956) reports, Harold Lloyd Entertainment (HLE) has made a tidy sum over the yea ...read more
Tuesday, February 25, 2014
One of the most frequently encountered blunders business people make when farming out the production of copyrightable material--website copy and design, marketing and sales literature and catalogs, software, speeches, you name it--is that they don't do what is necessary to ensure that once the material is created and paid for, they actually own the copyright in it. Indeed, many consultants and contractors who produce this material are happy to put "you own it" into the contract for their services; but strange as it may seem, that language is more often than not ineffective. The contractor ...read more
Wednesday, September 25, 2013
Before you ask why it took so long for me to get a proper web site operational, I’ll pre-emptively justify my tardiness as pure laziness. But now that it’s here, the least I can do is walk you through it so you can get whatever benefits it offers. The home page, of course, is self-explanatory (isn’t that sepia effect on the photo cool, though?). The About page (/about) provides a really brief overview of the principal practice areas of the firm (which, if you haven’t figured it out already, is just me). On this page I will try to mention items of interest in the ...read more