The BUSKLAW Newsletter

If you work with contracts, it's just a matter of time before a contract with an "unreasonable" provision is sitting on your desk. Perhaps this happened because your company didn't have enough bargaining leverage to get the other party to change the unreasonable provision, but your senior management directed you to proceed anyway. Or maybe the unreasonable provision snuck in during the heat of contract negotiation and wasn't noticed until months later. In any event, you're thinking about going to court and arguing that the unreasonable provision should be disregarded (or even invalidate the contract). What are your chances?  In Michigan, you'll have an uphill battle, as the plaintiffs found out in the case of Rory v Continental Insurance Company CNA that was decided by the Michigan Supreme Court in 2005 and, to my knowledge, is still good law.  The contract at issue was an auto insurance policy issued by Continental to Rory. (Yes, an insurance polic...

Most of you are business professionals and thus are involved with contracts. Depending on the nature of your enterprise, you have various contracts in force, for example:  >sales agreements >purchase agreements >real estate leases >purchase order terms and conditions >software license and maintenance agreements >service agreements >equipment maintenance agreements >consulting agreements >contractor agreements >employment agreements >non-disclosure agreements >non-compete agreements >transportation or logistics agreements >financial institution agreements Perhaps you work with these documents on a regular basis and are familiar with their content. Or you pay a high-priced law firm to do that for you. More commonly, however, you keep these documents in a file cabinet, rarely review them, and only call your expensive big-firm lawyer when there are problems with the transaction. Whatever the case, consider the ...

( Author's Note: This post was first published in the 9/26/2016 edition of the Grand Rapids Business Journal  available here . But I've reproduced it for the sake of maintaining my newsletter's continuity and in case the link ever becomes unavailable. Also, the GRBJ didn't publish the neat wolfman graphic!) _______________________________ We all know that various beasties lurk about in October, the month of Halloween (Busklaw HQ is appropriately decorated), but beastly provisions can also lurk in contracts, ready to cause misery to the unwary. This is exactly what happened to a Massachusetts food distributor, Siegel Egg Company,  in a contract for the purchase of frozen blueberries from Naturipe Foods , the marketing arm of the Michigan Blueberry Growers, in a Kent County Circuit Court case (Naturipe Foods LLC v Siegel Egg Company, Inc).  In 2011, Naturipe submitted a written offer to sell a large quantity of frozen blueberries to Siegel in multiple shipment...

Forming (or not forming) a contract in the digital age can be a tricky business. Millennials in particular are more accustomed to negotiating deals not by exchanging offers, counteroffers, and acceptances as email attachments requiring signatures, but by emails, text messages, and social media exchanges. And each of these channels can easily include emojis :  those funny little pictographs that are fast becoming ubiquitous in our digital lives.   But this casual approach can lead to confusion in contract negotiations. Before we discuss how, let's review basic legal principles of forming a contract under Michigan (and many other jurisdictions') law:  Verbal Contracts . Verbal contracts are generally enforceable if their subject matter isn't real estate, or goods priced at $1,000 or more. (Note to my IT clients: software programs are not "goods," so beware informal statements that can be construed to form a license agreement.) But there are problems of provin...

This post is directed to a small Michigan-based technology business with several employees who write code or produce other creative work. Start-up technology businesses may find this post especially relevant; established smaller technology firms may also find this useful. As always, the recommendations in this post should not be taken as legal advice and are simply general guidelines for your consideration. Here are what I consider basic legal protections that you – the astute entrepreneur - should have in place for your technology business from the day that you open the door: Protect Your Intellectual Property . Your creative output may be protected by U.S. patent, copyright, trademark, or trade secret law. Know the basics of these legal protections by reading this excellent article in the February, 2016 issue of the Michigan Bar Journal . Then, find a good intellectual property (I.P.) attorney to discuss the best cost-effective ways to protect your valuable I.P. assets....