The BUSKLAW Newsletter

As reported by MLive  and  ABC 12 News , famous interior designer Carleton Varney has sued the new owners of  Mackinac Island's famous Grand Hotel . ( Mackinac Island is also famous for its fudge , a guilty pleasure.) You would expect the lawsuit to be for breach of contract, i.e., the Grand Hotel's owners failed to pay Mr. Varney for his interior design services rendered. His relationship with the Hotel goes back about 43 years, and the Hotel was recently sold by its long-time family owners, the Mussers, to an international investment firm, KSL Capital Partners.    But there will be no pondering of any design contract's terms, no assessment of facts that may or may not constitute breach of contract, no rumination over contractual issues. Because Varney's lawsuit is for damages arising from first, age discrimination , and second, conversion of his personal property.  Although Varney's Complaint isn't available online (and a trip to the Washtenaw County Ci...

These are sad, strange times. I could tell you all about Michigan law on force majeure, typically embodied by a clause that lawyers throw into the tail-end of a contract as boilerplate, hardly ever thinking that it will ever be invoked. Because force majeure is used to excuse contractual performance, usually on a temporary basis, during an unforeseen event, which in today's environment is the CV-19 pandemic. For example, you propose that the CV-19 pandemic and your State's "stay-at-home" quarantine prevented your workforce from producing those 5,000 widgets and shipping them on time, so you shouldn't be liable to your buyer for breach of the purchase contract. But your buyer may point out that the contract's force majeure clause didn't specifically list pandemics or quarantines as trigger events, so you breached and are liable for damages. Such is the stuff that lawsuits are made of. Highly fact-dependent, highly contract-language dependent. Consider t...

(Author's Note: Thanks to my friend - and intellectual property attorney/patent litigator extraordinaire - Dave Donoghue for bringing this case to my attention.) Do these goats on a roof look happy? Are they demeaned because they have been relegated to grazing on a grass-covered roof? Are you offended by these roof goats?  That's what Plaintiff Todd Bank alleged in his attempt to have Defendant Al Johnson's Swedish Restaurant's "goats-on-a-roof" trade dress registration canceled, a dispute that found its way to the U.S. Court of Appeals last year . Here's the trade-dress mark at issue: We start with the basics. U.S. trademark law allows registration of a trade dress as a symbol or device. That's what Al Johnson did to attract customers to his eatery. Mr. Bank took offense and sought to cancel the mark. The Court cited well-established law that the party seeking to cancel a mark must first prove that it has standing. To establis...

Please indulge me. Pretend that these flies are your customers and suppliers. Further pretend that this flypaper is your standard contract that you have posted on your website, no doubt to save time - and trees.  Your standard contract is essential to protecting your company, right? It probably contains an indemnity, warranty or warranty disclaimer, a liability limitation, a remote damages exclusion, and a governing law provision. But what it doesn't contain is the business terms of your deals. Those are neatly packaged in a one-page document that you can quickly create and email to your suppliers (as a PO) or to your customers (as a sales acknowledgment). Ah, you are amazed by this beautiful simplicity of managing your customers and suppliers! You are enthralled by this well-oiled business process!  Not so fast. Are the flies really stuck to the flypaper? Are you certain that your standard contract is legally binding on your customers and suppliers?  Here's the ...

'Tis the week before "Happy New Year" and a good time to look back on the topics that we covered in  2019 . So while you look forward to the 2020 college football bowl games, how to spend those gift cards, or what fine champagne to pop on New Year's Eve ,  let's reminisce:  >January:  We examined the reasons for auditing your contracts , pointing to five potentially troublesome contract provisions: identification of the parties, agreement term, payment, intellectual property rights, and confidentiality.   >   February: We   continued that discussion , examining these essential provisions: indemnification, insurance, limitation of liability, exclusion of certain damages, governing law, jurisdiction, venue, and whether it's better to resolve contract disputes through litigation or arbitration. >March: We explained why you should never use "form" contracts .  >April: We pulled apart the purchase agreement for...

Good writing takes practice. It's a skill learned over many years; even now, at this later stage in the game, I try to avoid the traps of sloppy writing and look for ways to improve my prose. Reading - or listening - to good writing helps with that goal. And better yet when good writing is about Christmas!  Can you spare 19 minutes  to hear good writing on Christmas read by the author? To that end, I offer up the 1952 audio recording of Dylan Thomas reading A Child's Christmas in Wales , at Steinway Hall in New York. Embedded in this Christmas story are hallmarks of excellent writing that can be emulated in a legal or business context: The sentences easily flow from one to the other. There are no wasted words.   The chosen words sound good together. The words are appropriate to the subject.  And if this story doesn't put you in a Christmas mood, nothing will! Happy Christmas! If you find this post worthwhile, please consider sharing it with y...

In my experience, trial lawyers have big egos. That's okay because a courtroom isn't a place for the faint of heart, and effective oral advocacy demands a strong personality. But a problem arises if a trial lawyer - in front of a judge - combines their big ego with stubbornness, especially when a point of law is on the table. Then, like a frozen turkey dropped into hot oil , the attorney's case can blow up. This is the scenario that played out in Kent County Judge Christopher Yates' decision in  Amira Medical Staffing v Rachel Richardson, Heather Martin, and Doria Coston.   Defendants Richardson, Martin, and Coston are described as "low-paid health care workers." Plaintiff Amira hired them to provide health services to a patient with a "traumatic brain injury." For some reason, the patient's mother decided to switch to another medical staffing agency, but these three nurses wanted to continue caring for their patient, so they left Amira an...