From the category archives:

Marketing Dept

How to sign a company contract without incurring personal liability

June 3, 2010

If you’re an employee of a company, and you sign a company contract as just “John Doe,” you might end up being held personally liable for the company’s obligations. (If you’re the owner of the company as a sole proprietor, or the general partner of a partnership, you probably will be personally liable in any [...]

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Note-taking in meetings and phone calls: Three easy habits your lawyer will love you for

May 27, 2010

Chances are that at some point in your career, a lawyer — yours, or someone else’s — will want to review notes you took at a meeting or during a phone conversation. So thinking ahead to that possibility, whenever you take notes, you should routinely do as many of the fol­low­ing things as you can remember, especially [...]

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A fifth question to ask at every business meeting you attend

May 18, 2010

In one of those smack-your-forehead moments, I realized that there’s an obvious fifth ques­tion to be added to yesterday’s list of four ques­tions that should be asked at every business meeting (which as a re­sult would now have the acronym GPPPA): Goals: What are we trying to achieve in this project or relationship, and why? [...]

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Topic sentence do’s and don’ts for lawyers and law students

May 17, 2010

Legal-writing guru Wayne Schiess has some great examples to illustrate how not to write a topic sentence.  Excerpt: Don’t do this: In Williams v. Tulsa Motels, 958 P.2d 1282, 1284 (Okla. 1998) a business invitee brought a negligence action against hotel owners seeking recovery for injuries sustained in a slip and fall. Williams, 58 P.2d [...]

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G-PP-AA: Five questions to ask at every business meeting you ever attend

May 17, 2010

[Updated 2010-08-19] It’s been my impression that many business-contract disputes could be avoided if the participants would just talk with each other regularly about five things. This makes me think that in almost any business meeting concerning a project or re­la­tion­ship, it’s a good idea to ask about those five things, with the acronym G-PP-AA: [...]

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Why tech vendors should consider providing a written risk-factors disclosure sheet

May 11, 2010

A problem for vendors: Customer claims of oral misrepresentation Cheap insurance: Provide written disclosure of what could go wrong Disclosure of risks may actually boost sales Brainstorming risks can increase the odds of a successful project Related posts A problem for vendors: Customer claims of oral misrepresentation I recently wrote about why, when complex technology [...]

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Vendors, consider a no-reliance clause for your sales contracts, to help forestall claims of fraudulent misrepresentation

May 11, 2010

When technology deals go bad and everyone starts pointing fingers, claims of fraudulent misrepresentation are often a weapon of choice for customers’ lawyers in suing vendors. We saw that in two recent cases involving world-renowned software- and services vendors. To help preclude such customer claims, vendors should consider in­clu­ding a ‘no-reliance clause’ in their contracts. [...]

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Lawsuit-defense tip for software vendors: Clearly label demos and mock-ups as such

May 6, 2010

In making a sales pitch, it’s not uncommon for a software vendor to put together a non-working demo or mock-up of what the customer might see in the final, customized software imp­le­men­ta­tion. Such demos can be great sales aids. But they can also give rise to fraud allegations if the customer later claims, "you never [...]

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Why the fraud claim is the lawyer’s weapon of choice in lawsuits over failed technology projects

May 6, 2010

Two recent examples "They lied!" is an easier sell in court The threat of punitive damages raises the stakes Related posts Two recent examples When a big technology implementation proj­ect fails, the cust­om­er’s law­yers will pretty much always try hard to find opportunities to ac­cuse the vendor of having lied. Why do customer lawyers do [...]

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When you can’t just say no in a contract: Three creative compromises

April 13, 2010

Companies often don’t have the bargaining power to get their way in contract negotiations. When that’s the case, they have to think of other ways to help protect their business interests. Imagine, for example, that a customer is negotiating a master purchasing contract with a vendor. The customer would love to flatly prohibit the vendor [...]

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Take a lesson from Indiana Jones: Never threaten to sue – either do it, or don’t

April 1, 2010

Some lawyers seem to think that “cease and desist” and “demand” letters should threaten a lawsuit if the other side doesn’t do what’s demanded. It’s been my experience, though, that nothing good ever comes from explicitly threatening to sue: Your letter will not cause the other side to suddenly see the light and agree with [...]

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