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Emfore v. Blimpie: License to Commit Fraud or Common-Sense Decision?
Better ingredients, it is said, make for a better pizza, and, as Emfore Corp. v. Blimpie Associates, Ltd. (N.Y. Sup. Ct. Sept. 18, 2006) suggests, better documents make for better decisions, at least if you are the franchisor.
The facts of Emfore are unremarkable in that most of us have come across similar situations in our careers. Plaintiffs franchisees want to buy a franchise. During the course of the sales negotiations, defendant franchisor's sales representatives toss out various numbers, presumably to whet the interests of the prospective purchasers. In this case, the numerical representations were in some cases puffery, and in other cases factual. In any event, franchisees buy the franchise, fail, and then bring suit claiming that they were defrauded in the sales process. Franchisor points out that the documents contain an integration clause, making reliance on these outside-the-document representations inherently suspect. Generally, franchisor wins.
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.
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.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
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.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.