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Drafting tip: Putting an "interest on past due amounts" clause in an "audit rights" provision might backfire - On Contracts
http://www.oncontracts.com/interest-in-audits-clause-a-bad-idea
Drafting a Workable Contract. Drafting tip: Putting an “interest on past due amounts” clause in an “audit rights” provision might backfire. D C Toedt III. Cellport Systems, Inc. won a lawsuit against Peiker, a German company, for unpaid patent royalties under a license agreement. The agreement included an audit provision that required Peiker to pay interest on past-due royalties at 1.5% per month. The trial court, however, awarded Cellport interest at the (lower) statutory rate, on grounds that,. Draftin...
oncontracts.com
Choice-of-law cheat sheet for contract negotiators - On Contracts
http://www.oncontracts.com/cheat-sheets/choice-of-law-crib-sheet
Drafting a Workable Contract. Choice-of-law cheat sheet for contract negotiators. D C Toedt III. Limitation of liability: 2006 state-by-state survey. Resale price maintenance ("vertical price fixing") can cause serious trouble under state law. By statute, Alabama law limits punitive damages — see Ala. Code 6-11-20. Liability clauses are invalid:. See City of Dillingham v. CH2M Hill Northwest, Inc. 873 P2d 1271 (Alaska 1994),. Dec 1, 2007). According to researchers, a 1990 Arkansas Supreme Court case held...
oncontracts.com
Attorney-Client Master Engagement Agreement form - On Contracts
http://www.oncontracts.com/attorney-client-master-engagement-agreement-form
Drafting a Workable Contract. Attorney-Client Master Engagement Agreement form. D C Toedt III. D C Toedt III. AUTHOR'S NOTE: In keeping with my almost-entirely-paperless practice, I typically use this document by asking clients to confirm by email that they agree to it. Of course I reserve the right to modify the terms and conditions of this document (but not, of course, specific client agreements) at any time. 2 Limited scope of representation:. Unless we expressly agree otherwise in writing:. I general...
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Defendant tries to compel arbitration after trial judge adopts plaintiff's contract interpretation - no dice, says Fifth Circuit - On Contracts
http://www.oncontracts.com/defendant-tries-to-compel-arbitration-after-trial-judge-adopts-plaintiffs-contract-interpretation-no-dice-says-fifth-circuit
Drafting a Workable Contract. Defendant tries to compel arbitration after trial judge adopts plaintiff’s contract interpretation – no dice, says Fifth Circuit. D C Toedt III. Use it or lose it — "it" being an arbitration clause in a contract dispute: That's the lesson of Petroleum Pipe Americas Corp. v. Jindal Saw Ltd. No 08-20461 (5th Cir. Jul. 9, 2009) (affirming denial of motion to stay and to compel arbitration). See id.,. Slip op. at 3-4. Shortly thereafter — and one day short of a year after ...
dctate.com
Better contract drafting - On Contracts
http://www.dctate.com/contracts-favorites
Drafting a Workable Contract. D C Toedt III. Last reviewed May 2014. This page is a collection of links to some of my prior posts in this area. It's a work in progress. Whose contract form to use? How "hardball" should your contract draft be? How long should a contract be? Drafting - other general principles. Drafting - specific issues. Drafting for relationship management. Ten Commandments of Contract Drafting. A contract can often be short and simple. Whose contract form to use? Why you should draft co...
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New Labor-Dept. interpretation says most workers are employees, not independent contractors, under Fair Labor Standards Act - On Contracts
http://www.oncontracts.com/independent-contractor-dol-test
Drafting a Workable Contract. New Labor-Dept. interpretation says most workers are employees, not independent contractors, under Fair Labor Standards Act. D C Toedt III. The Department of Labor has released an Administrator's Interpretation. Asserting that, in determining whether someone is an independent contractor or an employee (for Fair Labor Standards Act purposes), what matters is the "economic reality"; the Interpretation de-emphasizes the traditional common-law test ( used by the IRS. Thus, apply...
oncontracts.com
Contract-drafting Archives - On Contracts
http://www.oncontracts.com/category/contract/contract-drafting
Drafting a Workable Contract. Contract drafting tips from recent cases. D C Toedt III. A Golden Rule for contract drafting: What if the roles were reversed? D C Toedt III. Drafting lesson from Chinese-U.S. contract case: Be explicit that a master agreement controls. D C Toedt III. Is “doing the needful” the standard for commercially reasonable efforts? D C Toedt III. Another sad story about a contract-renewal provision done badly. D C Toedt III. D C Toedt III. Signing a business contract:.
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Outsourcing contracts: Six suggested clauses - On Contracts
http://www.oncontracts.com/outsourcing-contracts-six-suggested-clauses-2
Drafting a Workable Contract. Outsourcing contracts: Six suggested clauses. D C Toedt III. In researching something, I happened upon an article in CIO Magazine from March 2007: Outsourcing Contracts: Clause Control. By Stephanie Overby. The article talks about several clauses that outsourcing customers might want in their service contracts:. Benchmarking - the right to renegotiate pricing if a benchmark survey shows that the contract pricing is significantly above market. In-sourcing / re-sourcing right.
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