Revisiting Personal Guarantees

Missouri Contract Cases
Personal Guarantee

There are a surprising number of cases dealing with whether people who purportedly signed a personal guarantee actually agreed to personally guarantee a contract.

Many of the issues I’ve seen arise when someone signs at the bottom of a contract as “guarantor” rather than signing a separate guarantee document. There’s nothing wrong with doing that, but it can cause issues. For example, I discussed a case in 2012 involving a corporate officer who signed a credit application that contained guarantee language. The officer signed the document only once, the signature did not indicate whether he was signing in his individual capacity or on behalf of the company, there was only one signature line, and the guarantee language did not clearly evidence that a personal guarantee was intended. The court held that the officer had not agreed to personally guarantee the company’s obligations and stated: [click to continue…]

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Be Careful about Contractual Duties to Provide Insurance

Missouri Contract Cases
contract insurance requirements

When someone takes on a contractual obligation to provide insurance, that duty can preclude them from looking to the other party for damages covered by the required insurance.

In Storey v. RGIS Inventory Specialists, Kenneth Storey leased property to RGIS. The property was destroyed by a fire allegedly caused by one of RGIS’s employees. The lease required RGIS to repair damages to the leased premises caused by the negligence or intentional acts or omissions of RGIS, its agents, servants, or employees. Storey sued RGIS for damages resulting from the fire. The court dismissed Storey’s case on a summary judgment motion.

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Revisiting “No Reliance” Language in Contracts

U.S. 8th Circuit Contract Cases
Non-Reliance

A (fairly) recent 8th Circuit case reminded me of the importance of including “no reliance” language in even simple contracts.

Exploring the idea of drafting simplified contracts for simple situations, I posted a sample contract for a sale of goods a couple of years ago. The idea was to draft a B2B contract that would afford minimum effective legal protection in situations where there’s no special reason to think that the agreement would be litigated. A reader left the following comment and I revised my form agreement in response: [click to continue…]

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Do You Hire a Lawyer for Advice or Just Information?

Law Business
legal advice

I attended a presentation to a room full of business owners the other day. The presenters were professionals who operate in trusted adviser roles. The topic was improving the value of your business by making yourself less indispensable.

An interesting part of the event was a discussion during the Q&A following the presentation. Someone mentioned the frustration of receiving financial statements from a CPA without commentary. What benefit to the business owner is the information without context, without direction, without advice?

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Are Lawyers Like Gardeners Who Mow with Scissors?

Law Business
mowing with scissors

Law firm business models are under a lot of pressure. And this has been true for quite some time. When I was a young lawyer at a regional corporate firm, I would go to the office early in the morning, leave in the evening, and bill almost every minute in between. And clients would pay for all that time. But it’s increasingly difficult to get clients to oblige.

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Save Yourself From Yourself With a Simple Email Checklist

Miscellany

The end-of-year deal-closing season has just come to a close. So I’ve been sending a lot of emails that I don’t want to screw up.

We’ve all felt it, that feeling of dread deep in your gut just after you hit “send.” Did I send that sensitive document to the wrong party? Did I attach the right document? Did I delete stuff from the bottom of the email chain that shouldn’t be forwarded? Fearing the worst, you click on the email in your “sent” folder to see whether life will go on as normal. Or whether you’ll need to polish up your resume.

Routine is a quality killer

Sending an email is so easy. It’s so routine. So why do we mess it up so often when there’s so much at stake?

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Blog Hop — Why I Write

Miscellany

blog hopOne of my favorite things about blogging is sharing things I find interesting with others. That’s also why I like Twitter so much. So when my friend and fellow blogger Bill Ellis asked me to participate in a blog hop, I jumped at the chance.

Bill’s a branding expert and he writes a blog about what he calls fearless brands, such as Tiffany’s, the Naked Cowboy, the Beatles, and the St. Louis Cardinals. After a successful marketing career at a certain brewery that’s long been known in St. Louis at “the Brewery,” Bill put out his own shingle to help young businesses discover and articulate who they are as well as their key value to the market. Bill’s the first person I called when I decided to launch what has become Blue Maven Law. Here’s a link to Bill’s blog hop post. At the end of this post, I’ll introduce you to some bloggers I admire and whose blogs I read regularly.

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Making Friends Through Blogging

Miscellany

Later this week I’ll be serving on a panel hosted by The Net Impact, the web development company that built my Blue Maven Law website. I’ll be the only civilian (i.e., amateur) on the panel, and my role will be to discuss the good and bad of blogging as a professional services provider.

The highlight of the program will be Q&A, but my prepared remarks will focus on two points: (1) blogging (and social media) is a great way to get to know interesting people, and (2) posting substantive articles that answer questions that are on people’s mind is an effective way to generate traffic on your website.

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What’s the Role of a Commercial Attorney?

Law Business

contract time bombsAs a private attorney who’s responsible for bringing in new business, I often think about why businesses need to hire an attorney to help with their contracts. Here are some thoughts about how I view my role in business transactions.

Not all law practices are alike, but I usually operate in one of two contexts: either I’m dealing with a senior business executive (usually the CEO or the owner) of a company that doesn’t have in-house counsel, or I’m basically doing overflow work from the general counsel’s office of a largish corporation. In those cases, I’m usually dealing with someone in the sales division of the company on each contract, although I’m hired by the general counsel or another senior attorney.

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If You Could Have Only Two Clauses in Your Contract, Which Would You Choose?

Contract Drafting

contract survival itemsI admit it; I love survival reality shows. It started with “Survivorman,” then “Naked Castaway,” and “Dude, You’re Screwed.” Whether it’s a man alone in the wild with only a few survival items or a commando-type guy kidnapped by his commando-type friends and dropped off someplace remote, if someone’s trying to survive in the wild, I’m going to be interested.

In one survival show, two strangers are dropped off in an inhospitable locale to survive for 21 days. They have nothing on them (not even clothes), but they’re each allowed to bring one survival item. Popular items are a firestarting tool, a knife, and a bowl. With these three tools, you can cover the basics: build a shelter, build a fire for warmth and to cook food and boil water, and hold the water while it boils. Take one of these items away, and you’re missing one of the necessities of food, water, and shelter. Each couple has to make a choice of which necessity to leave to chance.

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