The BUSKLAW Newsletter

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...

It's 2019! Time to dust off the real - or virtual - dust covering those contracts in your real - or virtual - file cabinet and take a look at them for potential problems waiting to blossom into disputes that could lead to costly litigation. So pick one of your more important business contracts and review the following provisions to see if any of these concerns hit home:    > Identification of the Parties. For some reason lost in the annals of time, lawyers often identify the contracting parties with names that are similar, as in "Licensee and Licensor," "Lessor and Lessee," and "Obligor and Obligee." But this practice is ill-advised because the drafter is susceptible to using the names incorrectly, and the reader must stop and figure out their meaning based only on the last two letters of the name. So rather than use these confusingly similar names, why not simply use the real names of the parties after first identifying their legal relations...

'Tis the week before Xmas and a good time to look back on the topics that we covered in 2018 . So have some eggnog (or a nice Pinot Noir ), play this Xmas music, and let's reminisce:  >January:  we reviewed recent cases proving that in a contract, every word has meaning. > February: we discussed the best response when you receive an unsolicited product idea from a customer. >March: we pondered the scenario of whether a disgruntled buyer of a haunted house can sue and get some relief. >April: we examined the effect of an "immortal soul clause" buried in a website's terms and conditions. >May: we discovered that mere  pressure to sign a contract isn't sufficient to void the contract for duress. >June: No post - on family business. >July:  We found out what happens when you horse around with non-compete clauses. >August: No post - on family business. >September: We determined what you can do about lawyers who use goofy wo...

It has been called black gold and Texas tea. It  can make hillbillies rich enough to move to a Beverly Hills mansion.  If you own some acreage, you might have it and not know it. In the early 1900s, speculators (colorfully called "wildcatters") would look for it and if found, they often became today's equivalent of Job and Gates. And Michigan had it in abundance.   We are talking about crude oil. Even with market fluctuations and oil's effect on global warming, you can still make some money having it extracted from your land. Just ask the Allens of Pennsylvania, who had high hopes when the SWEPI company came calling to look for oil on their property. So the Allens signed SWEPI's mineral rights lease that stated in part: [This Agreement] is made on the condition that within 60 days from the Effective Date of this lease, [SWEPI] shall pay to [Allens] the sum of $2,000 per acre for the first year. The 60 days came and went and SWEPI didn't pay a dime ...

Little did Mick Jagger know that if only he had added a few words to this rock classic he would have been singing about a classic doctrine in contract law: accord and satisfaction. This doctrine may elicit a "so what," but if you operate a business that invoices and receives payments from customers, you need to know about this doctrine - or face the real potential of economic loss. So bear with me.  Accord and satisfaction is roughly equivalent to a compromise and settlement. In contract law, according to Professor Garner in his Dictionary of Legal Usage (3rd ed.), "an accord is an agreement to substitute for an existing debt or obligation some alternative form of discharging that debt; a satisfaction is the actual discharge of the debt by substituted means." Accord and satisfaction issues commonly arise where a debtor tries to pay less than the amount invoiced for goods or services by a notation on the debtor's check that it's tendered in full paym...