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Making the Case for the Benefits of Uniformity and Predictability
Uniformity and predictability are often lacking from judicial treatment of cases involving vicarious liability claims against franchisors, yet uniformity and predictability are the hallmarks of a successful franchise system, and the engines that have driven franchising to occupy such a prominent position in the domestic and worldwide economy.
Franchise agreement contract terms frequently reflect very legitimate operational and legal concerns of franchisors. With franchisees all over the country and beyond, a forum selection clause and a home-state choice of law clause make eminent good sense, at least to franchisors ' notwithstanding the denomination of out-of-state forum selection and choice-of-law clauses as “risk factors” to some states regulating franchise sales. A franchisor should, the argument goes, have the benefit of uniformity and predictability that comes from having its home state laws applied by its home state courts or arbitrators to all legal issues arising under its agreements with its far-flung franchisees.
Franchisees buy franchises, as opposed to starting their own businesses, because they seek to benefit from the successful practices and procedures of a proven concept. What a franchisor offers, in addition to a recognizable trademark, is a business method for selling the particular product or service that the brand identifies. Without a uniform business method, each Dunkin' Donuts shop operator would sell donuts and coffee (not to mention, hot dogs and panty hose) the way he or she chose, not necessarily with rhyme or reason from day to day, or shift to shift. No customer would know from one Dunkin' Donuts shop to another Dunkin' Donuts shop what the product mix, presentation, or preparation would be, what the level of service would be, what the physical surroundings would be ' in short, the entire consumer experience would likely differ from shop to shop. Customers could not with confidence transfer a positive consumer experience in one shop to the expectation of a similar experience in another shop, either in the next town or the next state; and negative consumer experiences in individual shops would either likely over time poison the whole system, or customers would come to learn that each Dunkin' Donuts shop would have to be tested, tasted, and experienced on its own merits or lack thereof. In short, we would face not necessarily economic chaos, but certainly not a franchise system as our consumer-driven economy has demanded, and has been developed in response to that demand.
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.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?
"Holy Fair Use, Batman": Copyright, Fair Use and the Dark Knight
The copyright for the original versions of Winnie the Pooh and Mickey Mouse have expired. Now, members of the public can create — and are busy creating — their own works based on these beloved characters. Suppose, though, we want to tell stories using Batman for which the copyright does not expire until 2035. We'll review five hypothetical works inspired by the original Batman comic and analyze them under fair use.