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Court Watch
Boilerplate Choice of Law Provision Causes Application of California Franchise Relations Act to Out-of-State Franchisee
Use of boilerplate clauses sometimes can backfire as illustrated in a recent Memorandum and Order Re Motion to Dismiss issued by Judge Charles R. Breyer of the U.S. District Court, Northern District of California. In Gabana Gulf Distribution, Ltd., et al v. Gap International Sales, Inc., et al, CCH Bus. Fran. Guide '13,420 (USDC N.D. Cal., Aug. 14, 2006), the court found that the good cause termination provisions of the California Franchise Relations Act ('CFRA') apply to a 'Distributor Agreement' between Gap International Sales, Inc., a Delaware corporation with its principal place of business in California ('Gap'), and Gabana Gulf Distribution, Ltd., a company formed in the United Kingdom with its principal place of business in Switzerland ('Gabana').
Gabana's sales activities under the agreement were all outside of the United States. When the agreement was terminated by Gap under a provision allowing termination by either party without cause upon 90 days notice, Gabana brought an action in the U.S. District Court where Gap's home office was located, San Francisco, alleging various causes of action, including a breach of contract claim founded on the CFRA. Gap filed a motion to dismiss five of the seven claims, including the CFRA-based breach of contract claim.
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.
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.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?