#Contract law

[nolshru]

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[giveamadeuschohisownmovie]

Lawyering through fandoms: Counteroffers

Monkey D. Luffy wants to buy a ship for his crew, the Straw Hats. He comes across a ship he likes and walks up to the merchant. Luffy asks how much to buy the ship.

Merchant: “That’ll be 30 million berries” (OFFER)

Luffy: “That’s too much! I’m not paying that! How about I buy the ship at 10 million?” (COUNTER-OFFER)

Merchant: “No! Then no sale.”

Luffy: “Aw man, fine! I’ll buy it at the original price.”

Merchant: “The offer no longer exists! Goodbye!”

Unfortunately for Luffy, he can no longer follow through with the original offer since he gave the merchant a counter-offer of 10 million. A counter-offer is both a rejection of the original offer and a new offer. Once the original offer is rejected, that’s it. It’s up to the merchant to either accept Luffy’s offer or reject Luffy’s offer and make a new one.

[thekimspoblog]

The first time I knew I wanted to be a lawyer, I was watching The Monkees with my mom. It was the episode where Peter sells his soul to the devil for a harp. The episode ends with Peter winning the case in divine court by proving he already could play the harp, and therefore the devil traded him nothing for his soul. And even as a kid I'm like "Hang on! Why is the case suddenly about Peter's ability to play the harp? The contract was "1 non-magical harp for 1 Tork soul". Peter got to keep the harp at the end; he basically cheated the devil. Which is cool and all but it's like the episode's writing team changed halfway through the episode. I'm sure other people on tumblr have noticed this, but I just think it's funny what a glaring plot hole that is.

Maybe send a tweet to Legal Eagle asking him to review this episode. And try to earnestly defend the way Mike (who I think was representing Peter?) blatantly changes the subject matter of the agreement.

[mostlysignssomeportents]

Fighting the privacy wars, state by state

In 2021, Apple updated its mobile OS so that users could opt out of app tracking with one click. More than 96% opted out, costing Facebook $10b in one year. The kicker? Even if you opted out, Apple continued to spy on you, just as invasively as Facebook had, as part of its competing targeted ad product:

https://pluralistic.net/2022/11/14/luxury-surveillance/#liar-liar

If you’d like an essay-formatted version of this post to read or share, here’s a link to it on pluralistic.net, my surveillance-free, ad-free, tracker-free blog:

https://pluralistic.net/2023/02/23/state-of-play/#patchwork

The fact that Apple — a company that has blanketed the world with anti-surveillance billboards — engaged in deceptive, pervasive surveillance reveals the bankruptcy of “letting the market decide” what privacy protections you should have.

When you walk into a grocery store, you know that the FDA is on the job, making sure that the food you buy doesn’t kill you — but no one stops the grocery store from tracking literally every step you take, every eye movement you make (no, really!) and selling that to all comers:

https://themarkup.org/privacy/2023/02/16/forget-milk-and-eggs-supermarkets-are-having-a-fire-sale-on-data-about-you

America’s decision to let the private sector self-regulate commercial surveillance is a grotesque failure of duty on the part of Congress, which has consistently failed to pass comprehensive privacy legislation. There are lots of reasons for this, but the most important is that American cops and spies are totally reliant on commercial surveillance brokers, and they fight like hell against any privacy legislation:

https://pluralistic.net/2021/04/13/public-interest-pharma/#axciom

The private sector’s unregulated privacy free-for-all means that cops don’t need to get warrants to spy on you — they can just buy the data on the open market for pennies:

https://pluralistic.net/2020/08/18/fifth-pig/#ppp

The last Congressional session almost passed a halfway decent (but still deeply flawed) federal privacy law, but then they didn’t. Basically, Congress only passes laws that can be sandwiched into 1,000-page must-pass bills and most of the good stuff that gets through only does so because some bought-and-paid-for Congressjerks are too busy complaining about “woke librarians” to read the bills before they come up for a vote.

The catastrophic failure to protect Americans’ privacy has sent human rights groups hunting for other means to accomplish the same end. On the federal level, there’s the newly reinvigorated FTC, under the visionary, muscular leadership of Lina Khan, the best Commission chair in a generation. She’s hard at work on rules to limit commercial surveillance:

https://pluralistic.net/2022/08/12/regulatory-uncapture/#conscious-uncoupling

But FTC regs take time to pass, and it can be hard for ordinary individuals to trigger their enforcement, which might leave you at the mercy of your local officials when your privacy is invaded. What we really need is a privacy law with a “private right of action” — the right to go to court on your own:

https://www.eff.org/deeplinks/2019/01/you-should-have-right-sue-companies-violate-your-privacy

The business lobby hates private right of action, and they trick low-information voters into opposing them with lies about “ambulance chasers” who sue innocent fast-food outlets for millions because they serve coffee that’s too hot:

https://pluralistic.net/2022/06/12/hot-coffee/#mcgeico

With Congress deadlocked and privacy harms spiraling, pro-privacy groups have turned to the states, as Alfred Ng writes for Politico:

https://www.politico.com/news/2023/02/22/statehouses-privacy-law-cybersecurity-00083775

The best provisions of the failed federal privacy law have been introduced as state legislation in Massachusetts and Illinois, and there are amendments to Indiana’s existing state privacy law — 16 states in all are working on or have some kind of privacy law. This means businesses must live with the dread “patchwork of laws,” which serves the business lobby right: they must do business in potentially radically different ways in different states, and small missteps could cost them millions, in true fuck-around-and-find-out fashion.

As Ng writes, these laws don’t have to pass in every state. America’s historically contingent, lopsided state lines mean that some states are so populous that whatever rules they pass end up going nationwide (the ACLU’s Kade Crockford uses the example of California Prop 65 warnings showing up on canned goods in NY).

As Congress descends further into self-parody, the temptation to treat the federal government as damage and route around it only mounts. It’s a powerful, but imperfect strategy. On the negative side, it takes a lot of resources to introduce legislation into multiple states, and to win legislative fights in each.

Think of the incredible fuckery that the coalition of Apple, John Deere, Wahl, and other monopolists got up to defeat dozens of state Right to Repair laws, even snatching victory from the jaws of defeat in New York state, neutering the incredible state electronics repair law before it reached the governor’s desk:

https://www.techdirt.com/2023/02/17/more-details-on-how-tech-lobbyists-lobotomized-nys-right-to-repair-law-with-governor-kathy-hochuls-help/

Indeed, the business lobby loves lobbying statehouses, treating them as the Feds’ farm-leagues, filled with naive, easily hoodwinked rubes. Organizations like ALEC use their endless corporate funding to get state legislation that piles farce upon tragedy, like the laws banning municipal fiber networks:

https://pluralistic.net/2022/12/15/useful-idiotsuseful-idiots/#unrequited-love

The right has always had hooks in state legislatures, but they really opened up the sluice gates in the runup to the 2010 census, when a GOP strategist called Thomas Hofeller started pitching Republican operatives on a plan called REDMAP, to capture state legislatures in time for a post-2010 census mass-redistricting that would neutralize the votes of Black and brown people and deliver permanent rule by an openly white nationalist Republican party that could lose every popular vote and still hold power.

Of course, that’s not how they talked about it in public. Though the racial dimension of GOP gerrymandering were visible to anyone on the ground, Hofeller maintained a veneer of plausible deniability on the new REDMAP districts, leaving the racist intent of GOP redistricting as a he-said/she-said matter of conjecture:

https://www.klfy.com/national/late-gop-redistricting-gurus-files-hint-at-partisan-motives/

That is, until 2018, when Satan summoned Hofeller back to hell, leaving his personal effects in the hands of his estranged anarchist daughter, Stephanie, who dumped all her old man’s files online, including the powerpoint slides he delivered to his GOP colleagues where he basically said, “Hey kids, let’s do an illegal racism!”

https://www.vice.com/en/article/pked4v/the-anarchist-daughter-of-the-gops-gerrymandering-mastermind-just-dumped-all-his-maps-and-files-on-google-drive

Sometimes, laws that turn on intent are difficult to enforce because they require knowledge of the accused’s state of mind. But there are so many would-be supervillains who just can’t stop themselves from monologing, and worse, putting it in writing.

As bad as state politics can be, they’re still winnable battlefields. Last year saw a profound win on Right to Repair in Colorado, where a wheelchair repair bill, HB22–1031, made history:

https://www.eff.org/deeplinks/2022/06/when-drm-comes-your-wheelchair

That win helped inspire Rebecca Giblin and I when we were writing Chokepoint Capitalism, our book about how Big Tech and Big Content rip off creative workers, and what to do about it.

https://chokepointcapitalism.com

Many readers have noted that the first half of the book — where were unpack the scams of streaming, news advertising, ebooks and audiobooks, and other creative fields — is incredibly enraging.

But if you find yourself struggling to concentrate on the book because of a persistent, high-pitched whining noise that you suspect might be a rage-induced incipient aneurysm, keep reading! The second half of the book is full of detailed, shovel-ready policy proposals to get artists paid, including a state legislative proposal that works from the same playbook as these state privacy laws.

If your creative work entitles you to receive royalties, your contract will typically include the right to audit your royalty statements. If you do audit your royalties, you will often find “discrepancies.” We cite one LA firm that has performed tens of thousands of record contract audits over decades, and in every instance except one, the errors they discovered were in the labels’ favor.

This is a hell of a head-scratcher. I can only assume that some kind of extremely vexing, highly localized probability storm has taken up permanent residence over the Big Three labels’ accounting departments, making life hell for their CPAs, and my heart goes out to them.

Anyway: if you find one of these errors and you tell your label or publisher or studio, “Hey, you stole my money, cough up!” they will pat you on the head and say, “Oh, you artists are adorable but you can’t do math. You’re mistaken, we don’t owe you anything. But because we’re good natured slobs, we’ll offer you, say, half of what you think we owe you, which is good, because you can’t afford to sue us. And all you need to do to get that money is to sign this non-disclosure agreement, meaning you can’t tell anyone else about the money we’re stealing from them.

“Oh, and one more thing: your accountant has to promise never to audit us again.” As Caldwell-Kelly said when we talked about this on Trashfuture, this is like the accused murderer telling the forensics team, “Dig anywhere you’d like in my garden, just not in that corner, I’m very sentimental about it.”

https://trashfuturepodcast.podbean.com/e/amazon-billing-amazon-for-amazon-feat-cory-doctorow-and-rebecca-giblin/

Now, contracts are a matter of state law, and nearly every entertainment industry contract is signed in one of four jurisdictions: NY, CA, TN (Nashville), and WA (games companies and Amazon). If we amended the state laws in one or more of these to say, “NDAs can’t be enforced when they pertain to wage theft arising from omissions or misstatements on royalties,” we could pour money into the pockets of creative workers all over the world.

Yes, the entertainment giants will fight like hell against this, and yes, they have a lot of juice in their state legislatures. But they’re also incredibly greedy and reckless, and prone to such breathtaking and brazen acts of wage theft that they lurch from crisis to crisis, and at each of these crises, there is a space to pass a law to address these very public failings.

For example, in 2022, the Writers Guild of America — one of the best, most principled, most solidaristic and unified unions in Hollywood — wrested $42 million from Netflix, which the company had stolen from its writers:

https://variety.com/2022/film/news/wga-wins-42-million-arbitration-netflix-1235333822/

Netflix isn’t alone in these massive acts of wage theft, and this is certainly not the only way Netflix is stealing from creative workers. There’s never just one ant: if Netflix cooked the books for writers, they’re definitely cooking it for other workers. That means there will be more scandals, and when they break, we can demand more than a bandaid fix for one crime — we can demand modest-but-critical legislative action to fix contracts and prevent this kind of wage-theft in the future.

The state legislatures aren’t an intrinsically better battlefield for just fights, but they are an alternative to Congress, and there is space to make things happen in just some of the 50 state houses that can ripple out over the whole country — for good and bad.

[Image ID: Blind justice, holding aloft a set of unbalanced scales; in the lower scale is a map of the USA showing the state lines; in the higher scale rests the capitol building.]

[zot3-flopped]

That alarrytale blog goes into another dimension of obsession and delusion. She goes on and on about unbreakable contracts reaching into infinity, without ever pausing to think what a contract is. A contract is only of any use to either side if there are consequences in law if it is broken without agreement.

Does she honestly think a large corporation could take someone to court on the basis that ‘ We want these gay people to appear straight and will thwart their careers if they admit to not being straight or to being in a relationship with each other. ‘ You can’t legally enforce a contract that is against the law, that is a nonsense. Presumably these early yet lingering ‘ contracts’ that she is so sure of were written in the UK - under the UK Equality Act 2010 you cannot discriminate on the basis of sexual orientation including heterosexuality . Can’t see it flying in the US system either.

Business and employment contacts can include behaviour clauses, such as those causing the company to be brought into disrepute, but these are for gross misconduct, illegal acts, extreme behaviour safety and safeguarding, inability or reluctance to perform.

There are certainly going to be expectations from management that performers abide by in their early days and then chafe against and that is what causes a lot of band breakups or change of management - but the idea that very wealthy adult men are still under some extreme micro control about their personal life is bizarre. Maybe she is getting mixed up with the very different subject of recording and music publishing rights.

And the babygate nonsense about a corporation knowingly planning and involving a child in some kind of paternity fraud - as if the corporate lawyers would let even a sniff of that pass.

100%. All corporate contracts are run past lawyers and anything to do with suppression of sexuality would be thrown out.

[lloydlawcollege]

An Overview of Contract Law, India

Explore the fundamentals of Contract Law as defined by the Indian Contract Act, 1872. This blog offers a comprehensive overview of the Act, detailing its key provisions and principles that govern legal agreements in India. Learn about the essentials of forming, enforcing, and interpreting contracts, including essential elements like offer, acceptance, consideration, and legality. Whether you're a student, professional, or someone interested in legal frameworks, this guide will help you understand how contracts are managed and regulated in India.

[doonthestair]

turns out you can burn the everliving fuck out of eggs

[eisbecherovka]

She perform contractual obligations until I unilaterally discharge

[zwoelffarben]

Elon Musk's Twitter takes a page out of WotC-Hasbro's playbook: Changing a long standing policy that a thriving third-party development community built itself around without warning, immediately sowing chaos in the lives of the people to whom twitter owes much of it relevance and popularity.

The only 'good thing' about Elon Musk's twitter's actions is that while they are deplorable, theyr at least unfortunately legal.

Unlike WotC-Hasbro's attempt at and subsequent pussy-footed walk-back from (after millions of dollars worth of backlash) attempting to revoke the designedly irrevokable and LEGALLY BINDING OGL 1.0a, twitter's terms of service and API are designedly permitted to be changed at any time, for any reason, with little to no notice: They represent what agreeing to the sort of 1.1 gaming liscense contract WotC-Hasbro executives tried to force upon 3rd party creators this december and early January.

The very real possibility of a complete, sudden, and utter ruination any livelihood you built upon the version of the policy you agree to as it's rugpulled out from under you with no explanation nor recourse.

[colorfuloddity]

Behold the STUPIDEST fucking take, on a post about actors reading through the Tentative Agreement SAG-AFTRA negotiated for them and which they're all voting on until Dec 5.

Folks, READ YOUR FUCKING CONTRACTS. READ YOUR LEASE AGREEMENT. READ YOUR FUCKING EMPLOYEE HANDBOOK.

Yes, there is a learning curve. Yes, there is Legal Language ("Legalese"). Yes, you will have to spend time on this. YES, YOU CAN DO IT, AND IT WILL BE FUCKING WORTH IT.

But anyone saying reading contracts or ANY other legal document is a waste of time and/or implying this is so because "no one knows what they're reading" is a bad actor and that's a horseshit take.

You can learn how to understand this shit. Anyone who tries to undermine that is either a fucking idiot themself, or they're trying to leave you open to exploitation. If I was a conspiracy theorist I'd theorize this dipshit dog trainer is a Russian PsyOp, but no, people legitimately are that stupid.

Also, you can ABSOLUTELY both read and understand AND LISTEN TO MORE EDUCATED VOICES THAN YOUR OWN. That's how literally the entirely of academia AND LEGAL BULLSHIT WORKS. Lawyers talk to other lawyers, they read law blogs, they look for precedent, BECAUSE LAYWERS ARE SMART FUCKING PEOPLE AS A DEMOGRAPHIC, AND ALL OF THEM KNOW THAT. Jesus.

[nolshru]

you wanna know a fun fact about (Scottish) contract law that's just... insanely fucked up?

right, so, a contract is formed when an offer is accepted, right? like, you take a can of juice up to the till at the shop, making the offer to buy the juice for the listed price, the cashier accepts, and you exchange these goods

normally, a contract cannot be created if one of the patties is not aware of the other's intent to be bound by contract, THERE IS AN EXCEPTION TO THIS

when acceptance of an offer is sent by post, the contract is concluded *immediately*, like, so long as other criteria (consensus ad idem, legality, it... actually being an offer) are met, you have a contract, and it is entirely possible to be bound by contract in this way and not know

I really hate this, like, I understand why it exists as a rule, but it's like... legitimately awful :P

[saraolaw]

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Mortgage financing Loan documents kept suspended

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[bpp-law]

Enforceability of Non-Compete Agreements in Louisiana:

Non-compete agreements, also known as restrictive covenants, are used by employers all over the country to stop workers who leave or who are fired from working for a rival company or launching a rival venture.  Non-compete clauses are intended to assist businesses in preventing former managers, staff members, or other individuals with a unique connection to the business from engaging in business competition.

Because non-compete clauses often prohibit someone from “exercising a lawful profession, trade, or business of any kind,” they are discouraged in Louisiana.  As a result, unless they fall under one of the tight exclusions allowed by La. R.S. 23:921, non-compete agreements are not enforceable in Louisiana.

[evolvacademy]

Understanding the Basic Structure of a Standard Contract: Key Terms and Components

Contracts are foundational to business and personal agreements, providing a clear framework for the rights and obligations of the parties involved.

Whether you're drafting a service agreement, a lease, or a sales contract, understanding the basic structure of a standard contract is essential. 

This blog will guide you through the typical terms and components that make up a contract, helping you navigate the legal landscape with confidence.

 1. Title and Introduction

2. Parties Involved

3. Definitions

4. Obligations of the Parties

5. Payment Terms

6. Term and Terminations

7. Warranties and Representations

8. Confidentiality

9. Indemnity

10. Governing Law and Jurisdiction

11. Dispute Resolution or Arbitration

12. Force Majeure

13. Signatures (and other personal details)

14. Schedules and Appendices

Pre-Drafted Contracts and the Doctrine of Freedom to Contract

Many organizations and companies utilize pre-drafted contracts, also known as standard form contracts, to streamline their operations. 

These contracts are typically created with common terms that the organization frequently uses, reducing the time and cost associated with drafting a new contract for each transactions.

Contract Law Doctrines and Principles

It is also worth noting that contract law is a vast area and includes doctrines and principles that govern the agreements between the parties, aside from the contractual terms agreed by the parties. 

Conclusion

Understanding the basic structure of a standard contract is essential for anyone involved in legal agreements. 

Each section serves a specific purpose in outlining the rights, responsibilities, and protections for the parties involved.

By familiarizing yourself with these key components, you can navigate contracts more effectively, help you better manage the related risks, and ensure that your interests are well-protected.

Whether you’re entering into a simple service agreement or a complex commercial contract, knowing these standard terms—and your rights to negotiate them—will help you engage in negotiations, draft agreements, and resolve disputes with greater confidence.

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🎥Watch video: here

Download Overview of Contractual Terms:👇

Contract structure basics 

Want to learn more about contracts, check out our introduction to contracts and contract law study guide: here.

[eternityparalegalservices]

Master the art of contract drafting with our guide! We cover the essential steps to ensure your contracts are comprehensive, legally sound, and tailored to your specific needs. Protect your business and avoid costly mistakes.