The BUSKLAW Newsletter

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 Associ...

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...