Supreme Court Holds Federal Arbitration Act Preempts Public Policy of West Virginia

U.S. Supreme Court Contract Cases

The Supreme Court once again affirmed federal policy favoring arbitration this week as it reversed the Supreme Court of Appeals of West Virginia in Marmet Health Care Center, Inc. v. Brown.

The state high court had held unenforceable all predispute arbitration agreements that apply to claims alleging personal injury or wrongful death against nursing homes, based on West Virginia’s public policy. But the Supreme Court held that the public policy of a state is not a sufficient basis for refusing to enforce an arbitration agreement. The Supreme Court wasn’t subtle in disagreeing with the lower court’s decision:

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From the Interwebs: Dine & Dash, Grammar, and Privacy

From the Interwebs

Here are a few pieces from the Interwebs I found interesting. Maybe you will also….

Dine and Dash 101. There are two kinds of truffles. My favorite is made of chocolate and is a reasonably priced treat. The other is for those with a more talented palate and deeper pockets that I have. Truffle hunting is tedious business and truffles are extraordinarily expensive, as a diner at a Manhattan restaurant discovered when he ordered the pasta lunch special without inquiring about the price, which turned out to be $275. His story made the New York Times last month, and the ContractsProf Blog posted a quick lesson on the application of Article 2 of the Uniform Commercial Code to the situation.

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From the Interwebs: ALL CAPS, Law Firm Names, and Big Bang Ambiguity

From the Interwebs

Here are a few pieces from the Internet I’ve enjoyed recently. You might want to take a peek.

What’s in a Name? A lot of people were surprised to learn from a Reuters story this week that there’s neither King nor Wood at the Chinese mega-firm King & Wood &mdash nor has there ever been. As I understand it, in the olden days, it was universally considered to be unethical for a law firm to use anything other than real life practicing lawyers in its name (or former real life practicing lawyers who have passed on). Apparently, there was a feeling that law firm clients are easily confused, and that feeling (and rule) still prevails in several states. Fortunately, law firms in Missouri are now free to operate under fictitious names, which paved the way for my favorite: rogerslawfirmllc.com. (Shameless plug.) It also simplifies things when the ten name partners can’t decide who should take one for the team and fall off the masthead.

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From the Interwebs: Fugitive Contracts, Trademarks, St. Louis Lingo

From the Interwebs

Here are a few recent pieces from the Interwebs I found interesting. You might want to take a peek, also.

Contracting on the Run. The ContractsProf Blog posted a short piece about a man who offered a couple some money to let him hide in their house while he was running from the police. They agreed, but called the police while he was sleeping. The fugitive sued the couple for breach of contract claiming damages suffered from being shot by the police. The case was dismissed.

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Class Action Arbitration Jurisprudence Marches On: In Re American Express Merchants’ Litigation

Contract Law Basics and Tips

The Second Circuit struck down an arbitration provision in an American Express Card Acceptance Agreement, which contained a class action waiver, for the third time Wednesday. I found the case yesterday via a post on Howard Ullman’s My Distribution Law blog.

Probably no case has been more affected by the Supreme Court’s recent arbitration decisions, as the case was sent back down to the appeals court after the Supreme Court’s April 2010 decision in Stolt-Nielsen v. AnimalFeeds and it was revisited again after the Supreme Court’s April 2011 decision in AT&T Mobility v. Concepcion.

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Contracting Triage

Contract Law Basics and Tips

Legal triage is an everyday part of business. It’s rarely anything so dramatic as the action you see on TV hospital dramas, but businesses constantly have to decide which legal issues are critical, which are important, and which can be put off for a while — or even ignored altogether.

I’ve often advised people to give important contracts special attention. That might mean a full-blown negotiation with rooms full of lawyers and business negotiators, bland pastries, and tubs of Red Bull. But sometimes it’s sufficient to have an executive higher on the corporate org chart read the contract closely and consider the pros and cons of its terms.

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Eighth Circuit Contracts Cases 2011 (Part 9)

U.S. 8th Circuit Contract Cases

Semi-Materials Co., Inc. v. MEMC Electronic Materials, Inc.

MEMC manufactures polysilicon, which is used to manufacture semiconductor chips and solar cells. Starting in 1996 MEMC’s wholly-owned subsidiary MEMC Pasadena, Inc. entered into informal, short-term arrangements with Semi-Materials’ predecessor-in-interest to help MEMC Pasadena sell silicon, and later silane gas, in South Korea in exchange for sales commissions.

In 2003 Semi-Materials and MEMC Pasadena entered into an agreement whereby Semi-Materials was appointed MEMC Pasadena’s exclusive sales representative for the sale of polysilicon and silane gas in South Korea. Under the agreement MEMC Pasadena would pay Semi-Materials a commission on all polysilicon and silane gas sales that were “purchased from [MEMC Pasadena] by the user of the PRODUCTS and delivered by [MEMC Pasadena] to a site within [Korea]” according to the compensation percentage rates listed in Appendix A.

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From the Interwebs: Thomas Crapper, Trademarks, and Contract Typos

From the Interwebs

Here’s some interesting content from around the web….

Another Contract Typo. A couple of weeks ago I linked to a story about an apparent mistake in the contracts of several assistant NFL coaches that had the parties arguing over about $3 million. This week the ContractsProf Blog reports about an apparent typo in a condo’s offering plan and purchasing agreement, which allowed people to get out of their obligation to purchase condos after the value of the condos plummeted: A $16 Million Typo [File This in: Whoops!].

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The Reading List: Starter Edition

The Reading List

[The Reading List — a regular feature of theContractsGuy — highlights blogs that are interesting enough that I check in regularly. Here’s a link to other Reading List posts.]

There’s a new business law blog that looks promising. The Seattle Small Business Lawyer’s Blog, which is only three weeks old, is “designed to facilitate discussion of news, strategy, and legal issues for small business and entrepreneurs,” according to the blog’s editor, Seattle business lawyer Gavin Johnson.

The blog’s so new there’s not much to it yet, but here’s a taste:

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Habit #2: Give Important Contracts Special Attention

Contract Law Basics and Tips

I sometimes give a presentation on simple contracting practices that businesses can adopt to reduce their risk. I’ve posted a cliff notes version in Contract Hygiene: Five Healthy Contracting Habits (Part 1) and (Part 2). Without spending a dime on lawyers, a lot of businesses can significantly reduce the number and size of the time bombs that are sitting in their file cabinets cleverly disguised as contracts.

Habit #2 is Give important contracts special attention.

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