Contracts Archives - Ross Law Firm Ltd.

Beware pitfalls of cloud contracts

08/17/202012/07/2018 by Report from Counsel

Think it’s just your business’ data being stored in the cloud these days? Think again. Some (or all) of the provisions of your contract with your cloud provider also may be “floating,” and can thus be changed at any time, often without notice to you.

Internet contracts must be apparent to be enforceable

08/17/202012/04/2018 by Report from Counsel

If you do business using the internet, you want to ensure your internet contracts are enforceable. To do that, terms need to be presented in such a way that users have reasonable knowledge of them.

‘Warranty void’ claims illegal

08/17/202007/27/2018 by Report from Counsel

Let’s say you make Acme Product 334, designed to work in tandem with Acme Widget 338. But one of your competitors sells a viable alternative to Widget 338. Can you predicate Product 334’s warranty on the condition that it’s only paired with Acme widgets? No, you can’t. It’s an old law, actually, and one the … Read more

New law reaffirms right to post negative reviews online

08/17/202004/11/2017 by Report from Counsel

Under a new federal law, individuals have a right to post truthful negative reviews about a product or service provider. That’s the case even if they previously signed an agreement that prohibited such reviews. Over the past few years, this controversial business practice of including non-disparagement clauses in contracts or terms of service has led … Read more

Clicking or e-mailing can create a binding contract

08/17/202012/15/2015 by Report from Counsel

A New York company ran a loan-application website. As part of the application process, users had to click a box to get from one screen to the next. Above the box it said, “Clicking the box below constitutes your acceptance of … the borrower registration agreement.” The borrower registration agreement wasn’t on the page, but the words “borrower registration agreement” were a hyperlink to another page that included the complete contract. In fine print, the contract said that disappointed borrowers couldn’t sue in court and had to take all claims to arbitration.

Was this binding?

Remarrying? Always consider a prenup

08/17/202009/29/2015 by Report from Counsel

People who are remarrying after a death or divorce should almost always strongly consider having a prenuptial agreement.

When prenup agreements first became popular a generation ago, most people thought of them as a way for wealthy people to protect themselves in case they were marrying a gold digger. Today, however, prenups don’t have the same connotation. They’re often used as a straightforward financial and estate planning tool, especially by mature couples who are entering into a second marriage.

The number one reason that people enter into prenups

Be careful – a ‘letter of intent’ could be binding

08/17/202005/12/2015 by Report from Counsel

Business-people who have agreed on the general terms of a deal often sign a “letter of intent” that lays out these terms in writing. The idea is to make sure that everyone is on the same page while a formal contract is being drafted.

But what happens if you sign a letter of intent with someone, and then they walk away from the deal? Is that okay?

In general, the answer is yes – a letter of intent isn’t a binding contract; it’s merely an expression of a plan to negotiate a binding contract.

But that’s not always true.

Capped Commissions

08/17/202011/20/2014 by Report from Counsel

As a sales representative for a computer software company, Richard received an annual salary and sales commissions as determined by a compensation plan that was part of his contract. There was a specific formula for how commissions were to be calculated, but language in the plan gave the company broad authority to make a final decision about compensation and to change the plan at any time. For sales commissions, in particular, the employer reserved the right to review any transaction generating a commission beyond a salesman’s annual quota and to determine the “appropriate treatment” of it.

Real Estate Deals Gone Wrong

08/17/202007/03/2014 by Report from Counsel

The ageless advice to read, understand, and expect to be bound by language in a contract you sign is as sound now as ever. It is especially important with respect to contracts to buy real property, where the financial stakes are often high. Jerome contracted to buy property, delivering a $5,000 deposit to be credited toward the purchase price. An addendum to the contract agreed to by the parties stated that in the event the seller breached the agreement or defaulted, Jerome was entitled to the return of his earnest money and cancellation of the contract, as his ” sole and exclusive remedy.”

When the seller did not close on the deal within the time set by the contract, according to Jerome because there had been a defect in its title to the property that was later remedied, Jerome sued to enforce the contract. That is, he sued to force a sale of the property to him, as he was not content with the prospect of simply getting his $5,000 back, terminating the deal and returning to square one.

E Mail Is Binding

08/17/202001/28/2014 by Report from Counsel

In law as in society at large, signing contracts on paper in ink (and maybe in triplicate) now seems so 20th century. If your reflex is still to regard e mail communications as only informal give and take, think again. A recent case demonstrates that if the necessary terms for an agreement are present in e mails, a binding agreement will result. If you don’t want that outcome, you are well advised to make it clear in the e mail itself that no party will be bound until a final agreement is signed by all parties.

Eric signed an agreement to buy a truck stop. The agreement included a financing contingency and required Eric to make a large refundable deposit that would be held in escrow. When Eric could not secure the necessary financing, he terminated the purchase and sale agreement and asked for his deposit back. The owner declined, saying that Eric had broken the agreement in bad faith.