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The BUSKLAW August Newsletter: This Single-Sentence Contractual Provision Can Save - or Ruin - Your Day!

When it comes to business contracts, some provisions are more important than others. And it's true that some of these critical clauses are buried deep within a contract, so by the time you get to them, your eyes are glazed over, and you gloss over them. But that could be unfortunate. 

One such provision is what lawyers call the choice of lawand forum selection clause (for convenience, "COLFS"). That clause typically reads as follows:

The validity, interpretation, and construction of this agreement are governed by the laws of the State of [INSERT STATE], and any and all claims hereunder shall be brought in [SPECIFY NAME OF COURT AND COUNTY].

A recent decision by Kent County Circuit Court Judge Christopher Yates underscores the importance of a COLFS provision in an employment contract between OtterBase, a Grand Rapids, MI-based staffing firm, and two of their former employees, Carrie Rogers and Emily Reed. Rogers and Reed had experience in the staffing services industry in so…
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The BUSKLAW July Newsletter: Addendum to the Moral Imperative of Plain Language: The Judeo-Christian Imperative

(Note: you may want to stop here if you aren't a spiritual person in the Judeo-Christian tradition.)

As an introduction to this post, I'll share my religious background. I was brought up in the Protestant tradition with the Dutch Reformed twist. But when friends ask me what I really believe in, I hedge my bets based on:
I went to Hope College, affiliated with the Reformed Church in America. I went to Notre Dame Law School, a respected Catholic institution.I'm a quarter Jewish and was cared for by a fairly authentic Jewish mom (who was thankfully tempered by my 100% Danish father). So at the pearly gates, I'll show Saint Peter (or whoever) the three Protestant-Catholic-Jew entry tickets reflecting this background, and hopefully one (or more) will allow passage. 

So now that I've disclosed my broad-minded belief system, here's my thesis: using plain language furthers the Christian and Jewish faiths. 

Contemporary Christian evangelist Rob Bell talks about ways in whic…

The BUSKLAW June Newsletter: Is There a Moral Imperative to Plain English? Part 2: Conclusions

In last month's newsletter, we gave three examples of wordy, unclear, racist, pompous, and dull writing: as an opening sentence to a Bizarro-World version of Stephen King's The Gunslinger, as the beginning of a typical "big law firm"-drafted contract, and bureaucratic (including political) statements. We then compared these monsters of prose to their plain-English versions. But so what? Is poor literary, legal, business, and government writing merely a mote in the eye or something more sinister? 

Let's start with bureaucratese. The Trump Administration didn't invent it but surely has taken this dark art to new heights (or depths). And their penchant for typographical errors is a new twist. In this recent Business Insider article, 84% of 1,043 people surveyed said they would be less likely to trust the government if its communications contained spelling or grammatical mistakes. Specifically addressing Trump's notorious tweets containing such gems as "u…

The BUSKLAW May Newsletter: Is There a Moral Imperative to Plain English? Part 1 - Examples

"The man in black fled across the desert, and the gunslinger followed." 

Thus begins Stephen King's epic story of the gunslinger, Roland Deschain, and the popular Dark Tower series of novels describing his adventures. But King didn't have to write this sentence that way; he could have consulted with the typical lawyer, politician, or company PR department first. Had he done so, the sentence may have appeared so:

"The bad hombre who was dressed mostly in dark clothing and running fast across an arid land was pursued by a multi-armed, extremely dangerous, and notorious vigilante."
The difference in these two sentences is clear. King's concise short sentence creates an image that grabs the reader's attention and raises provocative questions. Who is the man in black? Who is the gunslinger? Why is he after the man in black? But the Bizarro World Stephen King sentence - with its ethnic slur, passive voice, ambiguity, suppositions, and superfluous adjectives …

The BUSKLAW April Newsletter: On the Foolish Tension Between Lawyers and Business Folks

From my colleague Mark Grossmancomes this joke (just in time for April Fool's Day):
A man in a hot air balloon is lost. He reduces the balloon's height and spots a man below. He shouts, "Excuse me, can you tell me where I am?" The man below says: "Yes, you're in a hot air balloon hovering at 30 feet." "You must be a lawyer," says the balloonist. "I am," replies the man. "How did you know?" "Well," says the balloonist, "everything you have told me is technically correct, but useless." The man below says, "You must work in business." "I do," replies the balloonist, "but how did you know?" "Well," says the lawyer, "you don't know where you are, or where you're going, but you expect me to be able to help. You're in the same position you were before we met, but now it's my fault."
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This joke illustrates the all too …

The BUSKLAW March Newsletter: Of Pie and Plain English

I love pie and plain English about equally, although plain English is less fattening. Pie - especially the caramel toffee apple variety - for Thanksgiving is especially grand because afterward, you can eat leftover pie for breakfast without a lot of guilt. And chances are that the rest of the household won't consider pie a suitable breakfast food, so you're good to go. 

Grand Rapids, Michigan, is blessed with an excellent source of pies: Sweetie-licious. Until recently, they had two locations: one in GR's Downtown Market and the other in beautiful East Grand Rapids. I grew up in EGR and still fond of the place. So it was very convenient to journey across town to Sweetie's EGR location to pick up a pie for holidays (or when the pie lust grew to be unbearable).

Because life isn't fair, Sweetie-licious closed its EGR location several months ago. (But mercifully their Downtown Market location is still going strong.) When I sauntered past their empty EGR storefront recent…

The BUSKLAW Almost February Newsletter: Embedded GR Meetup Report

I had the privilege of presenting at the Embedded GR group meeting at The Geek Group Lab on January 25. The meeting topic was "Contracting, Consulting, Moonlighting, and Independent R&D," and I spoke about legal and business "red flags" in contractor agreements. Around 30 engineers were in the audience, along with two motley dogs, plenty of geek food (pizza and pop), and a fellow Grand Rapids IT attorney and Hope College grad, Elliott J.R.Church.

I learned a lot at the meeting and had a grand time. These IT engineers and software developers are a very entrepreneurial bunch and were receptive to me expounding on what contractors should worry about when asked to sign a client-drafted consulting contractor agreement. Here's the link to my PowerPoint deck, if you're interested.

The camaraderie among this group reminded me of my late father's associates - wildcatters -in the "oil business" in Michigan in the 1940s and 50s. These guys had their ow…