When Is a Franchise Agreement Unconscionable, and Therefore Legally Unenforceable?
When is a franchise agreement unconscionable and, therefore, unenforceable as a matter of law? Legal precedent from the United States Court of Appeals for the Seventh Circuit is illustrative on this point. We Care Hair Development, Inc. v. Engen, et. al., 180 F.3d 838...
How May a Party Establish that a Court Has Proper Jurisdiction When None of the Parties to the Suit are Domiciled in the State Where the Suit is Brought?
In Frontier Ins. Co. v. Nat’l Signal Corp. et. al., Civ. Action No. 98-4265 (E.D. Penn. November 9, 1998), the Federal District Court for the Eastern District of Pennsylvania addressed the circumstances under which a party who is not domiciled in the forum...
May the Owner of a New York Co-op Apartment be Evicted When He No Longer Owns Shares in the Co-op?
In Emigrant Mtge. Co., Inc. v. Greenberg, NY Slip Op 50387(U) (D. Nassau County, 1st District March 8, 2012), the court considered a very important issue for co-op owners: whether the co-op owner could be evicted if he no longer owned his shares in the co-op...
May a Private Company Close Off a Public Space That Is an Officially Designated City Landmark Without Explanation?
Many have been wondering when JP Morgan Chase (“Chase”) will take down the fencing closing off Chase Manhattan Plaza, an architectural landmark in Lower Manhattan. Public space activist have been trying to get the Landmark’s Preservation Commission (“Commission”) to...
Is A Twitter Account A Trade Secret?
Businesses have long been able to protect their list of customers as a trade secret, keeping the information out of the hands of competitors. But should the list of customers in a business’ Twitter account be granted the same confidential protection?The United States...
Will a Court Enforce a “Put” Offering Buy Out Clause in an LLC Operating Agreement?
In Martin Heller v. Lauren Gardner Trust, No. A-0914-11T2 (N.J. Super. Ct. App. Div. June 27, 2012), the court considered the enforceability of a “put offering notice, by which one or more members could require the other members to buyout their shares.” The...
Will a Court Enforce a “Put” Offering Buy Out Clause in a LLC Operating Agreement
In Martin Heller v. Lauren Gardner Trust, No. A-0914-11T2 (N.J. Super. Ct. App. Div. June 27, 2012), the court considered the enforceability of a “put offering notice, by which one or more members could require the other members to buyout their shares.” The...
May a Party be Forced to Arbitrate Issues That are not Clearly Covered by an Arbitration Clause?
In Merrill Lynch v. Cantone Research, Inc.,___ N.J. Super. ____ (N.J. Super. Ct. App. Div. 2012), the Appellate Division of the Superior Court of New Jersey was presented with the issue of whether a party may be forced to arbitrate in a situation in which they did not...
When is a Breach of Contract Claim in NY Preempted by the Copyright Act?
What state law claims are preempted by the federal law embodied in the Copyright Act? This question was recently addressed in Stadt v. Fox News Network LLC, 719 F.Supp.2d 312 (S.D.N.Y. 2010).In that case, Kenneth Stadt (“Stadt”), a video owner, filed a lawsuit...
Does the Activity Underlying Adult Content Violate Prostitution Laws?
One of the unanswered questions in the adult industry is to what extent the prostitution laws prohibit the activities underlying the adult content. The position taken by Arizona officials on this issue is that the activity underlying adult content would violate...
Can Google Maps Be Sued For Invasion of Privacy?
Many Americans are able to go online, enter their address into Google and zoom-in on the ensuing map so closely that they can see an image of their own home. However, few Americans have asked whether Google is invading anyone’s privacy by providing this capability. In...
Does the Discovery Rule Apply to Copyright Infringement?
In Urbont v. Sony Music Entertainment, No. 11 Civ. 4516 (S.D.N.Y. March 27, 2012), the federal District Court for the Southern District of New York was presented with the question of whether the discovery rule applies to causes of action under the Copyright Act.The...
How Does a Nonprofit Corporation Commence Its Legal Existence in New York?
New York has a statute that anyone starting a nonprofit should read. It is located at NY. NPC. Law Section 405.The statute states, among other things, that a certificate of incorporation must be filed with the New York Department of State. Thereafter, the...
What is a Commercially Reasonable Way for a Creditor to Sell Collateral?
In The Provident Bank v. Charles Bonnici, No. A-1586-11T1 (N.J. Super. Ct. App. Div. 2012), the Appellate Division of the Superior Court of New Jersey considered the issue of what is a reasonable manner to sell collateral to satisfy a debt.In that case, the debtor had...
What is a “Pay if Paid” Contract Clause and Can it Apply to a Construction Subcontractor?
What constitutes a “pay-if-paid” construction contract clause? The United States Court of Appeals for the Third Circuit recently addressed this question in Sloan v. Liberty Mutual Insurance Company, 653 F.3d 175 (3d Cir. 2011).That case involved a waterfront...
How Does The Imposter Rule Apply in Cases Involving Conversion in Connection With the Cashing of False Checks?
Who should be to blame when a person wrongfully and seamlessly misappropriates the assets of another? The Supreme Court in New York County, New York recently addressed this question in Tripp & Co., Inc. v. Bank of New York, 911 N.Y.S.2d 696 (N.Y. County 2010)....
Should Appropriation Artists Be Protected By Fair Use?
Appropriation art, which involves an artist purposefully copying the work of another, has become a popular art form. But is it legal? The United States District Court for the Southern District of New York recently faced that question and determined whether...
What is the Standard for Allowing a Company That Was Incorporated Outside of New Jersey to Use the New Jersey Minority Oppression Statute?
Do corporations with business operations in New Jersey that were incorporated in other states have the right to avail themselves of the protections of the New Jersey Oppressed Shareholder Statute, N.J.S.A. 14A:12-7(1) (c) (“Shareholder Oppression Law”)?The Shareholder...