Articles
IBM’s Legal Department: A New Approach with Contracts
Assistant general counsel at IBM, Neil Abrams, believes that he can better serve clients and customers by simplifying matters. With this strategy in mind, Abrams has led a team in reducing complex and lengthy contracts for cloud services to a straightforward, two-page document. Abrams explained to CorpCounsel.com that the contracts for a...
Read MoreCONTRACT TERMS: WHAT DOES “PROMPT” MEAN?
The term “prompt” is commonly used in contracts, but what does it mean? According to Judge James T. Vaughn Jr. of the Delaware Supreme Court, it depends. Facts of the case In Avaya, Inc. v. Charter Communications Holding Company, LLC, C.A. No. N14C-03-052, Plaintiff Avaya, Inc. (“Avaya”) moved for summary judgment. The parties...
Read MoreOnline Contract Formation: Are your “Terms of Use” binding?
Many companies have their “terms of use” posted on their websites, but are they binding? The Ninth Circuit Court of Appeals recently decided a case addressing this specific issue and providing guidance to businesses that use websites and/or mobile applications in transacting with customers. Facts of the case In Nguyen v....
Read MoreState of Indiana v. IBM: Test for Determining the Materiality of a Breach of Contract
There is not a significant amount of case law on the topic of how to determine whether a party’s breach of a contract rises to the level of a “material breach.” However, an Indiana court recently provided some direction with its decision in State of Indiana v. IBM. Facts of the case The...
Read MoreDefining “Material Breach” in Your Contract
Hopefully you have read our blog titled “State of Indiana v. IBM: Test for Determining the Materiality of a Breach of Contract.” Below are a few tips for how to define what constitutes a material breach in your contract and help ensure the court will support your termination when a...
Read MoreHow to Use Your Attorney More Effectively
Contrary to the reputation lawyers have, we really do want to help you in a manner that is effective and efficient. Unfortunately, many people get frustrated with the time it takes to get the answer they need. What they fail to realize is that if their attorney had been informed earlier and...
Read MoreLIMITATIONS OF LIABILITY: GUIDE TO UNDERSTANDING THE GROSS NEGLIGENCE & WILLFUL MISCONDUCT EXCEPTIONS
It is common practice for parties entering outsourcing contracts to limit their liability to each other. However, one of the most common exclusions of the limitation on liability are damages caused by gross negligence or willful misconduct. What constitutes gross negligence and willful misconduct? The definitions vary from state to state. Many...
Read More“Notwithstanding” = Exceptions to What I Just Said (Can’t we just say what we mean?)
If you have read a contract that is filled with fanciful legal jargon, you were probably left wondering what it all meant. One of the favorite terms used by many attorneys when drafting contracts is “notwithstanding.” This one word can create significant confusion because it is used to create exceptions...
Read MoreAre Verbal Agreements Valid? Part One: Do you have to pay the Plumber if you don’t sign a Contract?
It is a common misconception that oral contracts are not enforceable. When you think about it, individually and on behalf of our business, we frequently engage in transactions where both parties don’t negotiate all the terms, sign the same document or even exchange forms. This morning, the pipe under my...
Read MoreWhat You Can Learn from Apple & GT Advanced Technologies
Have you heard the story of how the supplier relationship between Apple and GT Advanced Technologies (GTAT) went south? GTAT was the company selected by Apple to supply sapphire for use in the iPhone 6 screens and there are some significant lessons to be learned from them. Prior to Apple’s...
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