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Fighting Encroachment Claims with Clear Contract Language
Two relatively recent court decisions addressing the common franchise issue of encroachment re-confirm the importance of carefully drafting each provision in a franchise agreement and shed some additional light on how courts will view and address encroachment claims going forward. In both cases, the court dismissed a franchisee's claim that a franchisor had breached the franchise agreement by encroaching on an alleged protected territory. Importantly, for the franchisor, in both cases the encroachment claims were dismissed very early in the litigation based on the franchisor's motion to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. The court's focus in each decision was the specific and unambiguous language of the relevant territory provision, as well as other provisions in the franchise agreement.
In addition to providing legal guidance regarding encroachment claims, these decisions re-emphasize how important it is that franchisors and/or their counsel take the time to carefully and thoroughly read, draft, and revise (if necessary) the language in their franchise agreements to fully protect their rights and ensure that their intentions in entering into the franchise agreement are enforced. By drafting and maintaining precise, unambiguous, and complete language in their franchise agreements, the franchisor in each case was not only able to escape liability on an asserted claim, thereby avoiding a potential large monetary judgment, it was also able to avoid spending a significant amount of money on protracted litigation attempting to interpret and apply ambiguous language.
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.