An e-mail all attorneys hate receiving is one that starts like this: Hey Collin, I’ve drafted a new employment agreement, do you mind taking a quick look and telling me what changes I should make? The short answer: No – I know very very few attorneys who would jump on that landmine. The long answer — … Read more
I get this question probably once a year: What does I T S mean under my signature on the contract? They are looking at the signature block at the end of an agreement and see this: SELLER: By:_______________________________________ Name: ___________________________________ Its:_______________________________________ Yeah, right there. I T S, otherwise, better known as “its,” the possessive … Read more
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
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
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
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
“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
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
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
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