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Changing the Rules: Requiring Franchisee Compliance with Future Performance Standards
In today's world, franchisors frequently design franchise contracts to govern relations with franchisees for several years. As a result, it is critically important that franchisors be permitted to set reasonable performance requirements, not only for the present, but periodically over the life of the agreement.
There are several methods for creating contractually enforceable performance requirements, but in most cases a franchise contract contains general statements of performance obligations, such as “best efforts,” “adequate sales,” “sufficient inventory,” and “continuous and systematic sales efforts.” Some contracts supplement general performance provisions with a standards manual defining the details of many performance obligations under the franchise contracts. Other contracts simply reserve the right to set annual performance obligations, based on what the franchisor believes to be reasonable expectations of performance, given current market conditions.
Franchisors' attempts to specify annual performance obligations have frequently been criticized by franchisees as a one-sided amendment to a contract and occasionally challenged in court as unenforceable. Franchisors have countered with the argument that so long as the franchise contract permits the franchisor to set annual performance requirements, they are not an amendment to the contract, but rather consistent with the contract and the expectations of the parties. A recent case decided by the Illinois Court of Appeals has answered the issue in favor of franchisors. In Crossroads Ford Truck Sales, Inc. v. Sterling Truck Corporation, 792 N.E.2d 488 (Ill. App. 2003), the court solidly affirmed the franchisor's right to set contractually enforceable future performance requirements.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?