That Which We Call A Rose

That which we call a rose By any other word would smell as sweet Juliet argued that it didn’t matter what Romeo’s name was for she would love him anyway.  And, by the way, if he wasn’t Romeo, they could be married.  But as we know, that’s not what happened.  Let’s just say, it went … Read more

Swing Your Counterpart Round and Round

Here with another post to demystify contracts, today we discuss counterparts.  In a common provision, we see something like: Counterparts.  This Agreement may be executed in counterparts, all of which taken together shall constitute the same agreement. In first grade, we learned to figure out new words using context.  Great.  Context here is that uh, … Read more

Whereas, Now, Therefore

At the beginning of many contracts is a series of clauses beginning with “Whereas.”  Besides giving us lawyers a chance to use a fancy word, these phrases actually have a purpose.  They are called the “Recitals,” and they are used to provide context to the agreement. The first paragraph tells the name of the agreement, … Read more

Duck, Duck, Employee

To help determine who is an employee when it comes to work for hire, the US Supreme Court inCommunity for Creative Non-Violence v. Reid identified three broad factors that make up an “employer-employee” relationship. Control by the paying company over the work. The more the control the paying company has over what the work is … Read more

Wait, Who Owns It?

“Work for hire” Three simple words. I know what each means independently, but as a phrase they take on a special meaning in copyright law.  That special meaning, however, most do not know. In copyright, the creator of the creative expression of an idea (you know, the thing that is copyrighted) is the default owner. … Read more

A License to Ask Questions

When a company is growing, they begin selling more products and often start exploring options like distribution agreements and licensing agreements.  When looking into those agreements, it important that the terms and scope of the agreement are understood by both parties and written down. Terms of the agreement can include scope restrictions such as whether … Read more

Don’t Skate Around Non-Competes

A covenant not to compete is a contract, and as a contract, it needs an offer, acceptance and consideration to be enforceable.  When presented at the offer of employment, as long as employment is conditioned upon signing, that is considered enough.  In Star Direct v. Dal Pra, the Wisconsin Supreme Court ruled that employers may … Read more

Rapunzel, Can I Cut Your Hair?

Let’s pretend that I am the owner of a hair salon.  I want to keep my clients even as different hairdressers come and go.  One problem though:  My clients build a relationship with a hairdresser, and when he leaves to go to another salon, my clients follow.  What to do?  One answer might be a … Read more

Bugging You about Buy/Sell Agreements

A buy/sell agreement is an agreement that discusses how a member of an LLC or shareholder of a corporation can sell his or her ownership in the company.  Often, it is its own separate agreement, but it doesn’t have to be.  Just as often, it is a provision in another company document like an LLC’s … Read more

My What Big Words You Have

Indemnification is not only a big word, it is a concept a lot of people don’t understand.  It isn’t their fault. Whenever someone encounters the word “indemnification,” it is usually in a contract provision that says something like: You agree to indemnify, defend and hold harmless Company and its respective directors, officers, employees, service providers … Read more