The BUSKLAW Newsletter

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...

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  W hite 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—...

The ICON A5 is an amphibious "light-sport aircraft" that is marketed primarily to adventurous amateur pilots with deep pockets (and spacious home garages in which to store their ICONs). The plane has a recreational focus; it can seat only two, has limited load capacity, and isn't intended to go very far.  The cost of the plane was $139K when first introduced in 2006  but is now $389K for a "fully-loaded version." YouTube is full of videos showing how much fun you can have with an ICON A5 (especially with water landings and take-offs), bringing to mind the "jet ski with wings" analogy. So the ICON A5 is perhaps the ultimate high-tech, outdoor adult toy (unless you're afraid of heights). T here have been several fatalities with the A5, but these apparently resulted from pilot  error in one case and reckless flying in another rather than from mechanical defects or design flaws.  The ICON A5 Purchase Agreement (including the Operating Agreeme...

I have a confession: I'm an office-supply-store junkie. I love to browse the shelves brimming with multi-colored pens, pencils, file folders, legal pads, rubber bands, and paper clips. (Yes, paper clips - the gold ones are especially snazzy !) And I love the snacks that you can buy in bulk, especially Twizzlers . Because if you brought that decorative low-fat snack back to your office, your colleagues would praise you for giving them something tasty that also satisfies the common urge to relieve stress by chewing things .  But there's a dark side to office supply stores: they sell form contracts . The fill-in-the-blank, "one-size-fits-all" kind. (The General Agreement is my Bizarro-World  favorite; then again, as Shakespeare said, "What's in a Name?" )  There are several reasons why using off-the-shelf legal form contracts is ill-advised: 1. You don't know if the form contract complies with your State's law. Even if a form is label...

In last month's newsletter , we discussed the importance of auditing your business contracts and pointed to five potentially troublesome provisions: identification of the parties, agreement term, payment, intellectual property rights, and confidentiality . But there are additional provisions that deserve careful scrutiny: > Indemnification. To understand this concept, start with three players: the parties to the contract (call them Able and Baker) and a third player who isn't  a contracting party (call him Charlie). Let's say Able manufactures widgets, Baker sells them in its retail stores, and Charlie is a customer who purchases an Able-produced widget from Baker. The widget injures Charlie. Charlie's lawyer sues Able and Baker because Able produced the widget and Baker sold it to Charlie. Baker's only involvement was selling the widget, so he tells Able to take care of it, i.e., defend him in the lawsuit and pay the settlement or the court judgment if the c...

Growing up, I was told that lawyers were smart cookies. After all, getting a law degree isn't an easy task. You first go to college  and find a subject that is best suited to how your brain works so that you can maintain a high GPA. In my case, I quickly discovered that I wasn't a good fit for the "hard sciences." So I took a lot of Political Science and English courses, learned how to write fairly well, suffered through the tedious law school aptitude test  on October 20, 1973, graduated with a B.A. degree in 1974 and then went on to law school . There, I endured a legal education infused with the Socratic method ( here's an example ), suffered occasional migraines (because some of my law professors were truly smart but couldn't teach) and graduated with my law degree on Mother's Day, 1977. Passed the Michigan bar exam and by God, became an honest-to-goodness lawyer in November of 1977! So having gone through undergraduate studies, law school, and th...

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 sto...

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 ...

Until 1800 or so, lawyers who drafted contracts in the U.K. were called scriveners, and they were paid by the number of words in their documents. More words resulted in more money. This encouraged the use of excessive words in contracts - and the legal mumbo jumbo that plagues the legal profession to this day.  "Empty" words in a contract are more than just unnecessary; they create ambiguity, cause confusion, incite litigation, and increase the time it takes to read and understand a contract, especially for the business folks who must understand the contract to effectively administer it.   Most contracts (especially the forms that you can download from LegalZoom and R ocketLawyer - excuse me if I don't give you the links) contain empty words, and these are some of the worst offenders: Archaic words. At the beginning of a contract, you'll often see a paragraph with the heading "Recitals" followed by several "Whereas" clauses and conclud...

“I’m a lawyer. I solve problems you never knew existed with words you don’t understand.” On the internet, you can buy a t-shirt bearing this indictment against lawyers. But is this allegation credible enough to be displayed to the public - or is it cringeworthy? Let’s pull it apart and see where we end up! This is a true story. In the 1980s and 90s, a local real estate agent (call him Steve), owned a series of family restaurants in the small cities surrounding Grand Rapids, Michigan. Each restaurant had a PA system that re-broadcast local radio stations to Steve’s customers. One day, an ASCAP representative visited one of Steve’s restaurants, heard the radio station on the PA, and asked the manager if the establishment had a license to re-broadcast the music. The manager referred the ASCAP representative to Steve, who promptly told the representative to “pound sand.” Steve used his common sense to conclude that if he could listen to radio stations in his car or at home witho...