The BUSKLAW Newsletter

  In my August 2020 newsletter, we discussed lessons from the New York Supreme Court's rejection of the Trump family NDA. Drafting lesson #1 is the need to specifically describe the information covered by the NDA rather than vague references.  Unfortunately for Trump, this lesson wasn't learned, as evidenced by a recent New York U.S. District Court decision in the case of  J essica Denson v Donald J. Trump for President, Inc.   Plaintiff Denson was employed as a national phone bank administrator for the 2016 Trump campaign. Before she was hired, she signed the standard Trump employment contract containing broad non-disclosure and non-disparagement provisions. Confidential Information was defined as: ...all information (whether or not embodied in any media) of a private, proprietary or confidential nature or that Mr. Trump insists remain private or confidential, including, but not limited to, any information with respect to the personal life, political affairs, and/o...

In last month's post, we highlighted the story of the guy who purchased a vase from an uninformed seller at a Connecticut yard sale for $35. The vase turned out to be from the 15th century Chinese Ming dynasty, and it was auctioned off on  March 17 for over $700K . We discussed the contract doctrine of unilateral mistake that gives the seller no recourse and concluded that the application of the Golden Rule ("do unto others as you would have them do unto you") would lead to a different result.  As brought to my attention by the always informative ContractsProf Blog , it turns out that there's a somewhat similar "windfall" case (i.e., an unexpected financial benefit from getting something that is ostensibly worth little - or nothing)  involving the acquirer of someone else's assumed trash who, after applying some good old-fashioned mental elbow-grease, turned it into a treasure. And then applied the Golden Rule. But where did the Golden Rule come from? I...

  (not the real bowl, but can you tell the difference?) Buys a porcelain floral bowl for 35 bucks. As CNN reported  here , the man then decides to have the bowl appraised, suspecting that it might be worth something. Turns out, the bowl was commissioned by China's imperial court during the 15th Century and is worth up to $500,000 when Sotheby's auctions it off this month.  You are the seller's attorney, what do you do (besides getting your fee upfront, you'll see why). You check the well-established case law on what constitutes a unilateral mistake of fact. Based on the known facts of this case, you have bad news for your client.   Here, the seller mistakenly underpriced the bowl, a unilateral mistake. Generally, courts are reluctant to void a contract when only one party is mistaken. But you forge ahead anyway and sue the buyer (before the auction) to rescind - or set aside - the contract. You tell the court that your client will gladly return the $35 purchase...

  A recent decision out of the U.S. District Court (Judge David Hurd) for the Northern District of New York, Ford, et al v. Rensselaer Polytechnic Institute , examines the consequences of an educational institution's pandemic-induced failure to honor its promises for in-person, campus-centered instruction. Plaintiffs are students of Rensselaer Polytechnic  of Troy, NY ("RPI"). RPI markets itself as providing a unique educational experience through intense campus-based instruction, mandating that all first and second-year students live on campus and even spend the summer between their second and third years on campus "to afford more meaningful interaction with RPI's professors." When the Covid pandemic caused RPI to replace on-campus instruction with on-line learning and shut down all campus activities, Plaintiffs sued RPI for damages resulting from the alleged lesser value of their remote education. RPI asked the Court to dismiss their claims. The resulting ...

  Before SNL's Weekend Update , before Colbert, before YouTube and its ubiquitous political satire, there was  That Was the Week that Was, a/k/a TW3.  Each week from 1963 to 1965 sexy folksinger Nancy Ames would belt out the TV show's theme song that began "That was the week that was, it's over, let it go..."  Which is how I feel about 2020.  The problem is that many of us can't let 2020 go. Until the vaccine is rolled out, you can still get Covid and suffer from lingering side effects. Like me, you may have lost a loved one in 2020 and are mourning their loss - in relative isolation. Or perhaps you lost your job because of Covid and are trying to figure out how to pay your bills, as the Washington politicians bring out their assorted axes to grind in the last days of the Trump administration. And the gap between the very rich and everyone else is growing. Be that as it may, we persevere. And so we move from deep thoughts about 2020 to the more navigable wat...

  In April, 2019, I wrote about the purchase and operating agreements for the Icon A5 light sport amphibious aircraft, a/k/a the "Jet Ski with Wings."  Come to find out that Law Insider has a Contract Teardown Show hosted by Mike Whelan where contract mavens can discuss the vagaries of contracts that populate cyberspace. So I thought that these unique Icon agreements would be suitable for the show, and the rest, as they say, is history.  I'd like to thank Mike for having me on the show and hope to return for a repeat engagement. (Next time: darker shirt, better microphone.) Would you like to pilot an Icon A5? Anyone can fly it in the safety of their own home, if you have a robust gaming PC and Microsoft Flight Simulator 2020.  It's a fun plane to fly in virtual reality, and you always walk away from a crash.  __________________________________ I f you find this post worthwhile, please consider sharing it with your colleagues. The link to this blog is  www...

  Are you a party to a Michigan employment contract that includes non-competition, non-solicitation, and confidentiality provisions? Have you wondered whether these restrictive covenants have teeth, i.e., are they enforceable via a preliminary injunction? That's a great question, and we have the answer from Michigan Business Court Judge Christopher Yates in his recent decision:  Aaron Symonds v Lighthouse Insurance Group, Inc. Let's start with the facts. Mr. Symonds was a shareholder (i.e., not a mail clerk) in the Lighthouse Insurance Group . He signed an employment agreement that included non-competition, non-solicitation, and confidentiality obligations. He then voluntarily left Lighthouse to work for a Lighthouse competitor,  Collins & Associates , as their Vice-President of Commercial Lines. In that capacity, he began to solicit several Lighthouse clients to move their property and casualty insurance over to Collins. Symonds conceded under oath that his work fo...