The problem: A hyper-conservative customer lawyer When I was a software-company general counsel, a prospective customer’s lawyer once sent me a markup of our standard software license agreeme…| On Contracts
At my former company (I was the solo general counsel), if a customer asked for X in contract negotiations, we made it a practice to consult the appropriate business-side execs to see if X, or some …| On Contracts
Drafting, reviewing, and negotiating these important tools for teamwork| On Contracts
May a landlord terminate a lease just because the landlord has decided to demolish the building? That might well depend on the lease agreement. In a Pennsylvania case, a trial court grant…| On Contracts
Consider: Northbound Group, Inc. v. Norvax, Inc., No. 14-1651 (7th Cir. July 28, 2015) (affirming summary judgment). In that case: Northbound Group was a company that generated leads for life-…| On Contracts
This week an esteemed colleague said that she really liked the notice at the end of my email signature block, which says: Unless expressly stated otherwise, this message is not intended to serve as…| On Contracts
If your company uses electronic signatures, you might want to review just exactly how those signatures are collected and recorded. A California company may be headed for court, and not fo…| On Contracts
I just finished teaching my spring contract-drafting course for 3L students. This semester I’ve been trying to articulate some easy-to-remember rules for effective drafting. Here’s what…| On Contracts
I’m in the middle of grading final exams from my Contract Drafting course at the University of Houston Law Center. One of the main questions involved marking up clauses from a hypothetic…| On Contracts
At my former company, our contract form was extremely customer-friendly. Every time we made a concession in a contract negotiation, we asked ourselves whether we could incorporate the concess…| On Contracts
In the IHR Security case, a customer of an accounting-software vendor stopped paying the vendor’s invoices because the software allegedly didn’t function as promised. The vendor sued fo…| On Contracts
A rabbi walks into a bar joins an airline’s frequent-flyer program. He flies a lot, and achieves Platinum status. But he also complains to the airline a lot and gets them to give him com…| On Contracts
(If you’re reading this post on the front page of the blog, click on the post title to see it with a table of contents.) Employers: Be sure your arbitration agreement is actually binding — it…| On Contracts
A manufacturer terminated a sales-representative company, as permitted by their contract, for failing to meet quota. The rep received commissions ranging between 15% and 22% of sales. The manufactu…| On Contracts
Here are a few contract-drafting tips derived from judicial decisions issued in the past few days: An exclusive-jurisdiction forum selection clause might accidentally negate an arbitration requirem…| On Contracts
A federal court in Ohio provides us with an example of why contract negotiators should plan ahead for an orderly shut-down of a business relationship — using, for example, the S N&n…| On Contracts
Cellport Systems, Inc. won a lawsuit against Peiker, a German company, for unpaid patent royalties under a license agreement. The agreement included an audit provision that required …| On Contracts
I started this post late last month but was diverted to other matters. Sam’s Club (Walmart) loses its effort to stiff a supplier for hand sanitizer: Email exchanges can constitute “orders” under a master purchase agreement At the start of the COVID-19 lockdown in 2020, Walmart entered into a “Supply Agreement” — basically, a framework agreement […] --- See also(list is generated automatically):Recent contract-related casesIncorporating by reference? Be clear about it! The Depar...| On Contracts
I was just asked to sign up for a health-care provider’s online portal in anticipation of an appointment next week. The terms of service (“TOS”) say (paraphrasing) “we can c…| On Contracts
In a prior life, I was vice president and general counsel of a medium-sized, publicly-traded software company. Whenever a customer asked us to agree to a change in our standard contract form, we tr…| On Contracts
From the Illinois supreme court in 1550 MP Road LLC v. Teamsters Local No. 700, 2019 IL 123046 (Mar. 21, 2019): A landlord sued its defaulting tenant, a union local. The landlord won a $2.3 million…| On Contracts
Attorney fees can be recovered when sued in a court foreclosed by a forum-selection clause: Delaware chancery court For a readable, scholarly discussion of this point, see Namdar v. Fried, No. 2024-0535 (Del. Ch. Jun. 6, 2025) (Laster, V.C.), which denied a motion to dismiss a claim for damages arising from a breach of a contract’s forum-selection […] --- See also(list is generated automatically):Some recent contract-related court casesAmbiguity: Pay $680K each of 16 months, or in total...| On Contracts
Incorporating by reference? Be clear about it! The Department of Veterans Affairs asked for quotes to lease an item of surgical equipment. The winning vendor’s quote included a term requiring…| On Contracts
Here’s one from the [Stuff] People Pull department, that is, real-world stories that I collect to tell to my 3L contract-drafting students and maybe someday include in a book: Annet…| On Contracts
The rule (OK, a guideline): Don’t ask the other side to agree to something that you wouldn’t accept if the roles were reversed. This week, I helped a client negotiate changes to a prosp…| On Contracts
Ambiguity: Pay $680K each of 16 months, or in total? In a First Circuit case, an employee’s severance agreement with his company called for the company to pay the employee “monthly seve…| On Contracts
From Wohlt v. Wohlt, No. 4S-DR-385 (Ind. Nov. 21, 2024): While they were married, Christi Wohlt and August Wohlt owned a company called Echo Systems, Inc., which mined, traded, and stored cryptocurrencies. When they dissolved their marriage, they agreed in their property settlement that “Husband shall retain all assets of the business, except for . . . […] --- See also(list is generated automatically):Court voids contract not written in Indonesian; Chinese contracts might be best w...| On Contracts
As a quick example for my contract-drafting simulation course, I’ve broken up an excerpt from a recent update to Apple’s iCloud terms of service. (I reviewed the update as part of installing an upgrade to the macOS operating system.) The goal here is to Serve The Reader! by turning some Apple’s wall-of-words “spaghetti text” — […] --- See also(list is generated automatically):Marketing legal review... Drafting tip: Putting an “interest on past due amounts” clause in an “au...| On Contracts
British lawyers sometimes use the term “for the avoidance of doubt” or “for clarity.” I’ve started sometimes using “For emphasis” instead. As an example, here’s part of a warranty provision that I’m drafting for use in the upcoming revision of my course materials: For emphasis: The Provider (i) is not warranting or guaranteeing the future performance of any […] --- See also(list is generated automatically):Russian spy swap illustrates a great way to handle disputesThe O...| On Contracts
See this 2016 post, which I’ve updated to reflect my current usage of “barf clause” as pithier than “wall of words.” --- See also(list is generated automatically):Verizon-Yahoo stock purchase agreement misuses “substituted for”It was surprising to see the following in the Verizon-Yahoo stock purchase agreement: [1.03] (b) At the Closing, each Seller RSU Award, or portion thereof,... A silver lining for patent challengers after Supreme Court’s Microsoft v. i4i rulingThe Supreme...| On Contracts
Drafters of online employment- and consumer contracts might want to try to plan for consumers and employees to claim that they couldn’t read an arbitration provision because it was too tiny to read on their smartphones. That happened in a 2023 California decision: A court rejected an employer’s petition to compel arbitration of an employee’s […] --- See also(list is generated automatically):Be sure arbitration-agreement signatures can be satisfactorily proved upWhen a contract (i) i...| On Contracts
State requirements, not just intentions In an Oklahoma case, DXP hired Grubb as an executive. His employment agreement stated that he and DXP intended to set up a new company, of which Grubb would …| On Contracts
This week, Washington state’s supreme court decided Nelson v. P.S.C., Inc., which turned on whether a state statute’s reference to “within three years of the marriage” requi…| On Contracts
Reproduced below is an astonishing wall-of-words provision from an asset-purchase agreement among a BP company and others, as the sellers, and a Tesoro company as the buyer. (The agreement is part…| On Contracts
A few years back, mentioned a few minutes ago, the CEO of Blue Jeans Cable, a former litigator, responded pretty forcefully to a cease and desist letter from Monster Cable, alleging various forms o…| On Contracts
Monster Cables, which makes extremely high-priced stereo cables, has apparently sent a cease-and-desist letter to Blue Jeans Cable, alleging various kinds of infringement. Bad move – the pres…| On Contracts
