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The BUSKLAW November Newsletter: About the U.S. Army's Extraterrestrial Technology Acquisition Contract!

This post would appear to be a Halloween prank, but it isn't. On October 10, 2019, the U.S. Army Combat Capabilities Development Command signed a contract [or in government parlance, a Cooperative Research and Development Agreement (CRADA)] with To the Stars Academy of Arts and Science, Inc. for the acquisition of the latter's ET(?) technology. The entire contract is available here, but I'll save you from the content that isn't worth your time.  

But first some history. Once there was a punk rock group called Blink 182, founded by Tom DeLonge. Tom eventually became more enthused about UFOs than rock music and decided to seriously study unexplained aerial phenomena (UAP). He claims to have formed relationships with top government officials to eventually disclose to the public what's behind UAP. In the meantime, Tom formed a public corporation, To the Stars Academy (TSA), to be a "revolutionary collaboration between academia, industry and pop culture to advance s…
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The BUSKLAW October Newsletter: Two Cases Show How Disrespecting Contract Mechanics Can Cut Both Ways!

I'm a big fan of the "mechanics" profession. From the mechanic who keeps your vehicle from breaking down amidst a polar vortex to the HVAC person who makes sure that your home stays cool in the summer and warm in the winter, honest mechanics prevent unpleasant circumstances.  

The same is true for the "mechanical" aspects of contracts, including the proper choice of the contracting party and ensuring that the right party signed the final version of the contract that was then signed by the other party, with both parties keeping a signed and dated version of the same contract. When contract mechanics are "dissed," litigation is likely, with a judge or jury having to sort things out - with far from predictable results. 

Two recent court cases illustrate this point: the Texas appeals court case of Austin Tapas, LP, d/b/a Malaga Tapas & Bar and Greg Schnurr v. Performance Food Group, Inc.and the Delaware case of Stacey Kotler v. Shipman Associates, LLC.

L…

The BUSKLAW August Newsletter: Clean Out Those Cobwebs in Your Contracts!

Cobwebs are subtle signs of neglect. Although supposedly spider-generated, I swear that they appear out of thin air.They sneak into attics, ceiling corners, under sinks, and in the guts of your personal computer. But they can also lurk in your contracts, figuratively speaking. August is the perfect time to pause your hectic pace (perhaps while your tireless first assistant is enjoying a rare vacation), open your contracts file cabinet, and clean out the cobwebs in your contracts.

Before we discuss the cobwebs to search for and destroy, you may respond, "but I don't have a contracts file cabinet - all my contracts are stored digitally on my computer." Wrong approach! It makes good sense to print out your contracts and put them in a physical (dustproof) file folder that is then stored in a physical (fireproof and locked) file cabinet. Does this sound old-fashioned? Consider the established fact that reading text on paper has several advantages to reading text on a screen, a…

The BUSKLAW July Newsletter: The "Inside Baseball" Business Litigation Stupid Strategy Post

There's baseball and there's inside baseball. The former brings to mind Detroit Tigers baseball and the legendary Ernie Harwell. In the early 60s, my father and I would camp out on our porch during the summer months and listen to Ernie's play-by-play over the recently-invented portable transistor radio. Late games were punctuated by euphonious crickets and frogs, some of whom resided in or around our cement-pond swimming pool. This chorus - combined with Ernie's sonorous narrative - often sent me off to dreamland. 

But "inside baseball" is different. The term implies knowing something that is beyond ordinary understanding. Esoteric even. More effort is required to grasp "inside baseball" information, but the payoff is greater: you become smarter! So bear with me.

This blog has often cited business cases decided by Kent County (MI) Circuit Court Judge Christopher Yates. Judge Yates not only writes opinions with brevity and wit; he's a modest soul w…

The BUSKLAW June Newsletter: Forcing Business Behavior Changes Through Buried Contract Provisions: Salesforce and Camping World

As reported by The Washington Post, business-software giant Salesforce recently instituted a policy barring its retailer customers from using its technology to sell semi-automatic weapons, including the AR-15 used in numerous mass shootings. One such customer is Camping World, whose Gander Outdoors division sells many "AR" and other semi-automatic rifles

Rather than approach Camping World/Gander, a "leading" Salesforce customer, and negotiating the termination of their semi-automatic rifle sales in exchange for some benefit (such as a software discount), Salesforce was tricky. They buried a provision barring the sale of semi-automatic rifles in the acceptable-use policy ("AUP") binding on Camping World/Gander:
Salesforce wants to force Camping World/Gander to make a major change to its business model via an addition to their AUP that is irrelevant to their customer's licensed use of Salesforce software. And although sneaky, I bet that the Salesforce m…

A BUSKLAW Newsletter Aside: We Speak Information Technology Law

When I describe my legal specialty as information technology ("IT"), the common response (along with a puzzled look) is, "what does that mean?"

Short answer: "It means a lot." 

Because there isn't a business in existence that isn't affected by something IT related. Does your firm have a website that collects personal information? Then you should have terms of use (and a cookie policy) that comply with state and federal laws, regulations, and the GDPR. Do you sell things on your website and accept credit cards as payment? Then you must institute payment card industry data security standards to protect that credit card data from hackers. And you also must have credit card agreements with your card companies and processing bank that contain indemnity and other "bet your business" obligations. In my experience, credit card agreements are notoriously one-sided and chock full of legal jargon. Have you read yours?  

Apart from those considerations…

The BUSKLAW May Newsletter: "Here's Another Clue for You All, the Walrus Was..."

To continue the title: Paul. As in Sir Paul McCartney. But in 1969, there was a problem: several radio stations broadcast a conspiracy theory: Paul died in a car crash in 1966. And the remaining Beatles covered it up and replaced the dead Paul with an (apparently equally-talented) imposter. Fans began scouring Beatles songs for evidence of the ruse; they pointed to "The walrus was Paul" line from the song White Onion, concluding that "walrus" was the Greek word for corpse (it isn't). in reality, John Lennon was messing with fans' propensity to find meaning to those lyrics when there was none. In an interview for what later became the Beatles Anthology television documentary, John said: 

I threw the line in—"the Walrus was Paul"—just to confuse everybody a bit more. It could have been "The fox terrier is Paul." I mean, it's just a bit of poetry. I was having a laugh because there'd been so much gobbledygook about Pepper—play it bac…