Missouri 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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Wells Fargo Bank, N.A. v. WMR e-PIN, LLC

The scope of an arbitration agreement can be expanded by positions taken by the parties in arbitration proceedings.

Wells Fargo brought claims against WMR e-PIN and other respondents, alleging breach of contract and misappropriation of trade secrets. The claims arose out of a software licensing agreement and other contracts which contained binding arbitration provisions.

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Let’s face it, no one reads online terms and conditions. Admit it, you don’t read them either. I know you don’t, because I don’t. And I read user’s manuals (and file them). I never quit a book until I’m finished, no matter how bad the book is. I read the dust jacket, copyright page, table of contents, preface, introduction, footnotes and endnotes, bibliography, and often well into the index. And God help me if the first volume of a trilogy is a dud.

But I’m not likely to spend half an hour slogging through terms and conditions when I’m downloading software, paying my credit card bill, buying something on Amazon, or signing up for a social media service. But maybe I should…. [click to continue…]

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