Miscellany

website terms of service

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.)

[click to continue…]

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 0 comments }

Angel Investing Basics

by Brian Rogers on February 9, 2014

in Miscellany

Angel Investing

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.

[click to continue…]

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 0 comments }

Post image for Did You Miss My Best Stuff in 2013?

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.

[click to continue…]

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 0 comments }

anti-assignment provisions

A company’s key contracts represent a valuable business asset. Thus, it’s crucial that the contracts remain in force as a business changes hands from the seller to the buyer when the business is sold.

Asset sales and equity sales

Although deal lawyers generally describe their practice as involving “mergers and acquisitions,” the sale of a small or medium-sized business is usually structured as either an equity sale or an asset sale. In an equity sale, the buyer buys the equity from the owner(s) of the target company — stock in the case of a corporation and membership interests in the case of a limited liability company. The business is transferred to the new owners, corporate or limited liability company entity and all, and the target becomes a wholly-owned subsidiary of the buyer. There is no change in the status of the target entity itself, and its contracts, assets, and liabilities remain with the entity.

[click to continue…]

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 1 comment }

Sweet, Short EULA

by Brian Rogers on March 2, 2013

in Miscellany

I just downloaded Edraw Mind Map freeware and was surprised to see that the end user license agreement was so short. Without commenting on the quality of the document (other than to applaud the use of the Oxford comma), I’ll say that I’m grateful that my morning wasn’t wasted slogging through a EULA of Apple-like proportions. Plus, I know that I’m not selling my soul because I actually read the thing.

Here’s the EULA for your reading pleasure: [click to continue…]

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 0 comments }

In my recent piece about properly signing contracts, I gave a plug for a video called “How to Research a Company on the Interwebs” on Katie Lane’s Work Made for Hire blog. The video takes you step-by-step through basic due diligence, including searching the Secretary of State’s records.

Yesterday, Paula Brillson, a New York lawyer based in California, posted another practical piece, A Street-Smart Guide to Investigating Your Business Partners. It’s worth checking out.

 

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 0 comments }

Good Morning America recently ran a story about a mother who gave her son an iPhone — along with her own terms of service. Failure to follow them would “result in termination” of his iPhone ownership.

Actually, “ownership” isn’t to be taken too literally, as the arrangement is more of a license: “It is my phone. I bought it. I pay for it. I am loaning it to you.” And the license is subject to certain acceptable use requirements, such as, “Do not send or receive pictures of your private parts or anyone else’s private parts.” And the risk of loss sits squarely on the licensee’s shoulders: “If it falls into the toilet, smashes on the ground, or vanishes into thin air, you are responsible for the replacement costs or repairs. Mow a lawn, babysit, stash some birthday money. It will happen, you should be prepared.”

To read the whole contract and a clip of an interview of licensor and licensee, see To My 13-Year-Old, An iPhone Contract From Your Mom, With Love. I’m sure more people have read these personal ToS than have slogged through Apple’s version.

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 3 comments }

It’s that time of year … time for bloggers to put together a list of their top posts as the new year approaches. Well, I’m happy to get ahead of the curve and serve as the antipasto — the hors d’oeuvre, the aperitif, the opening act — for the more substantial bloggers among us who’ll soon be serving up their best dishes of the year gone by.

It’s been a fantastic year as I (finally) reached my 100th post, met new interwebs friends, and had great conversations with contracts aficionados and law business enthusiasts on this blog and others. I’m looking forward to blogging in 2013.

1. Battle of the Forms Explained (Using a Few Short Words)

In this primer on UCC 2-207′s battle of the forms, I discuss the common-law approach to mis-matched offers and acceptances that result from the use of pre-printed contract forms, as well as the solution offered by article 2 of the Uniform Commercial Code. The post comes complete with a handy flowchart to help solve battle-of-the-forms problems (but see the comments on use of the chart). Like cheese, this post gets better with time as Google serves it up more often as time goes by. In the new year I plan to do some pieces on specific battle of the forms issues and include exercises and real-life examples.

[click to continue…]

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 0 comments }

100 Posts

by Brian Rogers on November 29, 2012

in Miscellany

Well, it took almost two years, but you’re reading my 100th Contracts Guy post. I started the blog as a personal project to keep the saw sharp and demonstrate expertise after leaving the safety and brand name of a corporate firm to build a transactional practice at a boutique litigation firm.

It’s been far more rewarding than I’d ever imagined.

In addition to providing a place to write about contracts and law business issues, theContractsGuy has helped me meet great people, and it’s facilitated stimulating conversations. To those who’ve participated in those conversations and to those who silently check in from time to time, thank you.

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 1 comment }

Ken Adams posted recent email correspondence with a young in-house lawyer who wrote asking for practice tips. Fresh out of law school and assigned to a one-man legal office in a foreign country, he’s about as isolated and self-sufficient as the Curiosity on Mars.

Several seasoned commercial attorneys who are regular contributors to the discussions on Ken’s The Koncise Drafter blog, including Chris Lemens and Mark Anderson (the proprietor of IP Draughts), responded with excellent advice. I’d recommend clicking over to the post and taking a few minutes to read the comments.

I don’t feel that I can add much to the exceptional answers on Ken’s blog to the young lawyer’s specific questions, but here are a few tips I’d offer to any young corporate lawyer:

[click to continue…]

Digg This
Reddit This
Stumble Now!
Share on Facebook
Bookmark this on Delicious
Share on LinkedIn
Post on Twitter

{ 4 comments }