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Court Watch
GA Supreme Court Upholds Integration and Disclaimer Clauses to Prevent Fraud Claims
The Georgia Supreme Court recently reversed a jury verdict that an intermediate appellate court had affirmed against a franchisor, in Legacy Academy, Inc. v. Mamilove, LLC, 771 S.E.2d 868 (2015). (The appellate case ' Legacy Academy, Inc. v. Mamilove, LLC, 328 Ga.App. 775 (2014) ' was discussed in the February 2015 Court Watch.) The Georgia Supreme Court simply affirmed two principles common to many franchise disputes: 1) The presence of an integration clause makes it impossible to sue on promissory fraud that is made outside the four corners of the agreement; and 2) the presence of “disclaimer” clauses (i.e., no representations have been made as to earnings) make it impossible for a franchisee to reasonably rely on something like earnings claims. Another holding of the court was that proof that the franchisor forced the franchisee to sign the agreement on the day presented without the ability to read it was insufficient to excuse the franchisee from reading the agreement unless there was proof that the franchisor committed fraud that prevented the franchisee from reading the contract.
What is interesting about the decision is what was not discussed, given the intermediate appellate court's opinion. The court of appeals held that the merger and integration clauses could not operate to bar the claims if the contract was rescinded, citing the Georgia Supreme Court decision in City Dodge v. Gardner, 208 S.E.2d 794, 798 (1974) (“If the contract is invalid because of the antecedent fraud, then the ' disclaimer provision therein is ineffectual since, in legal contemplation, there is no contract between the parties.”). The Georgia Supreme Court in Legacy Academy attempted to distinguish City Dodge in footnote 7 of its opinion by claiming that there was no evidence from which a jury could have determined that plaintiffs were entitled to rescind. However, it appears that the basis for the determination was the absence of the merger and disclaimer clauses themselves. There was evidence that the plaintiffs had been given earnings claims, which might be actionable in the absence of such clauses.
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?