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Integration Clauses and the Proposed FTC Rule Revision
The Staff Report on proposed changes to the Federal Trade Commission (FTC) Franchise Trade Regulation Rule (the “Rule”) contains proposed amendments regarding the use of integration clauses in franchise agreements. The amendments are found in the additional prohibitions section, at Part 436.9 of the Rule, although other provisions of the Rule also are applicable including Part 436.1(f).
Integration clauses are provisions found in the franchise agreements themselves and typically state that the written agreement is the entire agreement of the parties with no other additional terms. Often the integration clause will also contain two additional provisions, which may be labeled “no representation” and “no reliance” clauses. These two contract provisions often state that no other representations were made to the prospect other than the written terms in the franchise agreement and that the prospect is relying on nothing other than the written provisions of the franchise agreement itself in entering the franchise agreement.
The use of these clauses is of importance because a franchisee prospect receives a Uniform Franchise Offering Circular (UFOC), required to be disclosed under the Rule with an appended proposed franchise agreement, but will subsequently sign a final franchise agreement which may contain a simple integration clause or a more complex clause that includes not only a simple integration clause but also no representation and no reliance provisions. The Commission thus was asked to examine whether these contract provisions should be proscribed under the revised Rule. (The Staff Report contains comments on the limits of the notice of proposed rulemaking.)
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.