Written Agreements

News & Analysis as of

Seventh Circuit Reinforces the Importance of Memorializing Agreements in Mediation

Put it in writing. How many times have those four words been uttered in the course of commerce? Many more than we care to count, to be sure. For the fact remains that the act of putting pen to paper, ribbon to...more

Department of Labor Issues New “Persuader” Regulations Expanding Employers’ Reporting Obligations Under LMRDA

On March 24, 2016, the U.S. Department of Labor (DOL) will publish new regulations expanding the obligations of employers and lawyers to report certain information to the DOL under the Labor Management Reporting and...more

Jay Z’s Breach of Contract Throws Off the Beat

Jay Z, real name Shawn Carter, is being sued by Parlux Fragrances for allegedly failing to promote a fragrance line that Carter launched in 2013 in a partnership with Parlux. The signature fragrance, called Gold Jay Z, was...more

NYC Mulls Bill Requiring Written Independent Contractor Agreements

The New York City Council, long-known for pushing the envelope when it comes to employment legislation, is at it again. The legislature is poised, in the near future, to pass a first-of-its-kind bill that would require...more

OCC Revises Its Policies for Assessing Penalties against Financial Institutions

The Office of the Comptroller of the Currency (OCC) has revised its civil monetary penalty (CMP) policy, effective February 26, 2016. The revised Policy and Procedures Manual sets forth the OCC’s new scheme for the assessment...more

Montanile v. Board of Trustees: A New Model for Recovery

At times, money may be owed back to the benefit plan which paid benefits to or on behalf of a participant. For example, most health plans include a right to recover from a third party recovery amounts the plan paid. In the...more

Cupid’s Arrow Strikes Lover in the Wallet

Revenge is a dish best served cold. In a recent case, a disenchanted suitor not only sued to recover gifts he made to his former lover but also reported those gifts to the IRS as income payments! See Diane Blagaich, TC Memo...more

Share and Share Alike? Not so fast.

The joint ownership of patents is governed by 35 USC 262: - In the absence of any agreement to the contrary, each of the joint owners of a patent may make, use, offer to sell, or sell the patented invention within the...more

The Ins and Outs of Joint Powers Authorities in California

Joint Powers Authorities are legally created entities that allow two or more public agencies to jointly exercise common powers. Forming such entities may not only provide a creative approach to the provision of public...more

Florida DEO Says Uber Drivers are Independent Contractors

For anyone following the employee versus independent contractor battles, Uber just scored in Florida. The Florida Department of Economic Opportunity (DEO) says Uber drivers are independent contractors and are not entitled to...more

FAST Act Fixes Dodd-Frank Swap Glitch

Although primarily a transportation bill, the FAST Act contains other provisions, including provisions simplifying securities laws and another provision fixing the Dodd-Frank Act. As describe by CFTC Commissioner J....more

Receiving a Deduction for Your Charitable Contribution on Giving Tuesday

Yesterday was Giving Tuesday, so ths blog post focuses on ensuring that you are doing everything necessary to receive your charitable deduction, especially in light of a recent court decision. ...more

PA Supreme Court Confirms “Magic” Language Cannot Save Otherwise Unenforceable Non-Compete Agreement

The Pennsylvania Supreme Court recently re-affirmed the principle that in order to have an enforceable non-compete agreement in Pennsylvania, the agreement must be supported by adequate consideration and that a statement...more

Pennsylvania Supreme Court Holds Uniform Written Obligations Act Does Not Allow Employer To Enforce Noncompete Unsupported By...

In Socko v. Mid-Atlantic Systems of CPA, Inc. (No. J-40-2015), the Pennsylvania Supreme Court ruled on an issue of first impression: whether the state’s Uniform Written Obligations Act (“UWOA”) allows employers to enforce a...more

Pennsylvania Supreme Court Finds That UWOA Language Does Not Waive Right to Challenge Adequacy of Consideration for Restrictive...

On November 18, 2015, in a highly anticipated decision, the Pennsylvania Supreme Court held that employers could not use the language set forth in Pennsylvania’s Uniform Written Obligations Act (“UWOA”) to avoid providing...more

Rectification in a Tax Context: The Intention Standard Prevails

A drafting mistake in an agreement can result in significant and unintended tax consequences. In the recent case of Baytex Energy Ltd. v. Canada (Attorney General) (Baytex), the Court of Queen’s Bench of Alberta (Court)...more

Reality Check: What Marcus Lemonis Learned About Purchasing Intellectual Property That Your Business Should Too

Entrepreneur and reality television star Marcus Lemonis, host of CNBC’s The Profit, has learned a tough lesson about contract law. With a business strategy that makes every lawyer cringe, Lemonis prides himself on having made...more

I Paid For It, So I Own It, Right? Well…

You’ve formed your company, and you’ve qualified to do business (if you haven’t, see last week’s blog). But more than that, you’ve engaged a third-party web designer (not your employee) to create a web site for you....more

Did It Need To Be In Writing?

Surratt v. Brown, 2015 NCBC 72, decided last week by the Business Court, involved an oral partnership to open and operate tattoo parlors throughout North Carolina. Plaintiff and Defendant entered into an partnership...more

(US) Commercial Real Estate Brokerage Agreements: Imprecise Commisson Language Can Cost You

It would be unfair (and likely bad faith) for a property owner to terminate a brokerage agreement prior to entering into a sales agreement or lease just to avoid paying a real estate commission. Yet, if a property owner is...more

Labor Commissioner's Uber Decision: A Reminder of Misclassification Dangers

On June 3, 2015, the California Labor Commissioner ruled that a San Francisco-based driver for the popular ride coordination service Uber Technologies, Inc. (“Uber”), was an employee rather than an independent contractor....more

Jointly Owned Inventions and Patents

Difficulties can arise with respect to jointly owned inventions and patents if a written agreement is not in place which specifies the rights and responsibilities of the respective joint owners. Do not rely on oral...more

Federal Circuit Decision Settles GAO/COFC Split on Agency’s Use of Cooperative Agreements

In March, the Federal Circuit settled a split between the Government Accountability Office (“GAO”) and the Court of Federal Claims that focused on the gray area between cooperative agreements and procurement contracts. Siding...more

Agreements Re-Entered Into Between City and Successor Agency Pre-AB 1484 are Enforceable Obligations - These Agreements May be...

A Sacramento County Superior Court has ruled that agreements formerly entered into between the city of Riverside and its redevelopment agency, and subsequently re-entered into between the city and the redevelopment agency’s...more

Software Licensing in M&A Transactions

Sometimes an acquired asset may just be a liability in disguise. Scott & Scott, LLP attorney, Brian Von Hatten, looks at a case that underscores the costs of failing to scrutinize agreements with respect to intellectual...more

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