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
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
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
We have a fabulous guest post from Jason Guttenberg of Ace Insurance Group. He helps explain how a company can use insurance to decrease risk related to death of a shareholder or LLC member. Don’t know much about buy/sell agreements or provisions? Don’t worry, I’ll explain them more in a soon to be coming post, … Read more
Contracts provide a lot of information: How payments are made, when deliveries are expected, and where lawsuits regarding the contract will be filed. But one of the most important things a contract can do is allocate risk and costs associated with those risks. Two provisions that help with that are limitation of liability and indemnification … Read more
The owner of copyright has the exclusive rights to do and to authorize any of the following: to reproduce the copyrighted work in copies or phonorecords; to prepare derivative works based upon the copyrighted work; to distribute copies or phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or … Read more
Non-compete and non-solicitation provisions have been in my mind lately. Almost like I had a presentation on them recently. Usually, I get asked by employees about the limitations placed on them and by employers how they can use this tool to be fair to employees and contractors but still protect the company’s assets. A question … Read more
Turns out, it isn’t girls who run the world, but contracts that do. Sorry, Beyonce You can barely get through a week without agreeing to one whether it is getting a cell phone, signing up for a new social media account, or getting an oil change. The Sveriges Riksbank Prize in Economic Sciences in Memory … Read more
In August, the Wisconsin Court of Appeals declared that non-solicitation provisions are restraints of trade and must be narrowly tailored as such as part of the case The Manitowoc Company v. Lanning. OK. So….what does that mean? First, it means that if the parties want to spend even more money, they can ask the Wisconsin … Read more