As 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.
I 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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Dropbox revised its terms of service recently and sent an email to its users notifying them of the changes. I haven’t read through the entire ToS yet. But Bill Carleton’s post on his Counselor @ Law blog yesterday prompted me to take a look at the arbitration clause. I’m sharing my comment to his post here because I’d like to hear some contrary views. Let me know what you think in the comments or shoot me an email.
Here’s my comment:
Bill: When I read the bit about arbitration in Dropbox’s email alerting me to changes in the ToS, I assumed Dropbox was inserting a class action waiver in response to recent favorable court cases. Many companies have used such provisions to effectively insulate themselves completely from customer complaints. I view this as deeply troublesome, and I’m leaning toward hoping that Congress will overturn recent precedent by legislating consumer protections. (This is in contrast to my initial reaction to the cases, as reflected in my post AT&T Mobility v. Concepcion: Is Class Arbitration Dead?. My views have changed as the subsequent Supreme Court decisions have taken a different tack than I expected and companies have taken advantage of the decisions to the detriment of their customers.)
Are you thinking about investing in a startup company for the first time? If so, such topics as preferred stock, convertible notes, and dilution might sound like startup hocus pocus, but you’ll want to know what they’re all about.
In this post, I provide an introduction to several concepts that you should understand before entrusting your hard-earned cash to the founders of what might — or might not — be the next great thing. This post is a basic introduction to angel investing, which covers concepts common to most angel investments.
Startup investments are speculative and illiquid
True to my lawyerly training, I’ll start with the warnings: The first thing to know about investments in startup companies is that they are speculative. Many startup companies fail. This is true of those that gain early traction and successfully raise money from angel investors and venture capital firms, as well as those that don’t. When such enterprises fail, people who’ve invested in them can expect to lose much or all of their investments. So you probably don’t want to invest the kids’ college fund in startups.
Some people prefer one space after the period at the end of a sentence. Some prefer two. I’m a one-spacer myself.
After I read this Slate article written by Farhad Manjoo strongly supporting one-spacing a few years ago, I posted One Space, Two Spaces…Potato, Potahto? In the piece I noted that the AP Stylebook, Chicago Manual of Style, and MLA Style Manual all recommend using one space after terminal punctuation marks. I also explained my understanding of the evolution of spacing conventions:
In the words of one Missouri court, the law “presumes that a party had knowledge of the contract he or she signed; and those who sign a contract have a duty to read it and may not avoid the consequences of the agreement on the basis that they did not know what they were signing.” Grossman v. Thoroughbred Ford, Inc., 297 S.W.3d 918, 922 (Mo. App. W.D. 2009).
I announced Wednesday that I’m launching Blue Maven Law, LLC, a boutique law firm that will focus exclusively on small business mergers and acquisitions, while remaining with Evans & Dixon, L.L.C.
This post explains why I decided to start my own firm and what I hope to accomplish.
It’s no secret that the legal services industry is undergoing significant changes. The prevailing law firm model is under tremendous pressure: A number of well-known firms have folded. Experienced and effective lawyers have found themselves out of a job and looking for work. Equity partners have been de-equitized. Non-equity partners and associates have been fired. Secretarial ranks have been thinned. This is the result of the recent deep recession; it’s also the result of business reality forcing itself upon a reluctant profession.
Well, it’s the first day of the year, and I’m excited to see what 2014 has in store. I’m looking forward to more blogging about contracts and the business of law here, as well as working on Blue Maven Law, LLC, my new project that I’m launching today.
One of the best decisions I’ve made in recent years was pulling the trigger on launching this blog three years ago. I’ve met a ton of great people through the blog and other web 2.0 platforms. My life–both professional and private–is much more full than if I’d remained in the shadows. Since I launched the blog, I’ve averaged a little under one post per week, although I’ve been pretty silent for the past several months as I’ve focused much of my energy on my new law firm concept.
A recent Missouri court case has prompted me to revisit attorneys’ fees provisions in contracts I draft and negotiate. The case, Midland Property Partners, LLC v. Watkins, doesn’t break any new ground, but it reminded me how important the language can be.
Even before reading Midland Property, I’d had attorneys’ fees provisions on my mind. Under the “American Rule,” which is followed by courts in Missouri and most of the rest of the U.S., the parties to breach of contract suits have to pay their own attorneys’ fees — even when they win the case. As a practical matter, this means that it’s often uneconomical for a party to enforce its contract because it’ll still have to foot the bill for its lawyers. I’ve advised a number of clients who’ve had to make the decision to sue or not to sue, and the inability to recover enforcement costs really affects the calculus. [continue reading…]