The BUSKLAW Newsletter

When I describe my legal specialty as information technology ("IT"), the common response (along with a puzzled look) is, "what does that mean?" Short answer: "It means a lot."  Because there isn't a business in existence that isn't affected by something IT related. Does your firm have a website that collects personal information? Then you should have terms of use (and a cookie policy) that comply with state and federal laws, regulations, and the GDPR . Do you sell things on your website and accept credit cards as payment? Then you must institute payment card industry data security standards  to protect that credit card data from hackers. And you also must have credit card agreements with your card companies and processing bank that contain indemnity and other "bet your business" obligations. In my experience, credit card agreements are notoriously one-sided and chock full of legal jargon. Have you read yours?   Apart from those co...

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...

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...