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Choice of Law: CA Court Strikes Down Florida Clause
Burgo v. Lady of America Franchise Corp., CCH Bus. Franchise Guide '13,367 (C.D. Cal. May 4, 2006) addresses choice of law clauses that often come into effect in franchisor-franchisee disputes. Twenty-two franchises of this women's fitness franchise filed suit in a California federal court against the Florida-based franchisor ('LOA') and its Florida-based president ('Wittenberns') for violations of the California Franchise Investment Law ('CFIL') and the California Unfair Trade Practices Act, common law fraud, and violations of the Florida Deceptive and Unfair Practices Act, and the Florida Franchise Misrep-resentation Act ('FFMA'). The franchise agreement contained a choice of law clause, which provided that the agreement and 'the relationship created thereby' would be 'construed and governed solely by internal Florida Law, without regard to any conflict of laws rules.' LOA moved to dismiss the complaint for failure to state a claim, and Wittenberns moved to dismiss for lack of in personam jurisdiction.
The plaintiffs argued that the court had in personam jurisdiction over Wittenberns by virtue of the provisions in the CFIL ('31302, Cal. Corp. Code) that impose liability on corporate officers who are controlling persons. The court held that it was not enough to rely on the liability provisions of the CFIL, since they were premised on the existence of in personam jurisdiction, citing Thomson v. Anderson, 113 Cal. App. 4th 258, 267-70 (2003), and did not create it. Since Wittenberns had insufficient minimum contacts with California, he was dismissed for lack of jurisdiction.
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.
Blockchain Domains: New Developments for Brand Owners
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.