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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.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.