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Court Watch
CA's Material Modifications Statute May Be Applicable After Franchise Agreement Ends
In a ruling on a motion to dismiss a cause of action for violation of the California Franchise Investment Law ('CFIL'), a federal district court found that California's unique material modification statute, California Corporations Code '31125, can be raised when a franchise agreement's status is changed into a bailment of intellectual property rights. In Romio's Franchise Group, Inc. v. Romio's of California, et al., CCH ' 13,740 (USDC Central D. Cal. Sept. 25, 2007), the court had to decide whether a cause of action was stated where an agreement assigning a franchisor's intellectual property to a former subfranchisor was a material modification of a subfranchise agreement, even though as part of the same transaction the parties sought to cancel the subfranchise agreement.
While the recitation of facts in the opinion does not make the transactions involved in the matter completely clear, it appears that in February 2004, the plaintiff and counter-defendant franchisor, Romio's Franchise Group, entered into a subfranchise agreement with Romio's of California. In October 2004, the parties signed both a 'Cancellation Agreement' to end their franchise relationship and an agreement transferring the intellectual property of the franchisor to the subfranchisee. This was done to 'expedite the registration of the franchise in California.' A later dispute arose as to whether the intellectual property assignment was a permanent transfer of those assets or merely a temporary accommodation to the subfranchisee under which the franchisor could request a reconveyance of the assets at any time. The action was filed by the franchisor, seeking to compel a reconveyance of the intellectual property, among other things.
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 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.