The BUSKLAW Newsletter

Consider the letter of intent (also known as a "memorandum of understanding," a "preliminary agreement," or other innocuous-sounding title). Some business folks believe that a surefire way to do a deal at the last minute (and no reason to bother their lawyer at 5 PM on a Friday!) is to sign a letter of intent ("LOI"). The typical LOI is a short agreement that states some - but not all - of the terms of the deal, contemplating that the parties will eventually sign a complete or definitive agreement ("DA") that will state all of the deal's provisions, both business and legal. LOIs are inherently troublesome (an "Invention of the Devil" according to one lawyer) because the parties to a LOI may disagree on its legal significance. One party may view the LOI as obligating the parties to sign a DA at a future date, even if a disagreement develops over the provisions in the DA that the LOI didn't address. The other party may regar...

I've created a monthly newsletter each month since last September - they are archived on the sidebar to the right of this page. I hope that you find the topics relevant to your business. But it has dawned on me that the newsletters don't touch on a subject that you may find interesting: how I practice law.  So, let's remedy that: Unlike many lawyers, I write - and revise - contracts in plain language (or "plain English," which is the same concept - just a bit more ethnocentric). The arguments for drafting contracts are stated in the articles that I wrote for the January and February, 2015 issues of the Michigan Bar Journal . (The links to these articles are also on the sidebar.) There is no good excuse for legal jargon.  I try to be responsive to my clients. If a client calls or emails me and if I'm not immediately available, I try to answer within 24 hours with a substantive response (rather than simply, "I received your email and will look into it...

________________________________ Fact: business folks love NDAs. Before a deal is ever discussed, the vendor or its customer will usually insist on signing a NDA. The typical NDA is usually written to cover any information disclosed between the parties in whatever form. It may cover one party's "confidential" information disclosed to the other (a unilateral NDA) or cover each party's "confidential" information disclosed to the other (a reciprocal NDA).  "Confidential" information is usually broadly defined to include anything that isn't public knowledge that was disclosed by each party to other. The NDA may require that the data disclosed be marked CONFIDENTIAL for it to be covered by the NDA.  The medical profession has been criticized for prescribing antibiotics needlessly, and lawyers should be criticized for the needless preparation of NDAs. Like the overuse of antibiotics, the overuse of NDAs has the same result: the e...