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Court Watch
Choose Language Carefully For an Enforceable Forum Selection Clause
Two recent cases have reinforced the importance of choosing the right words when drafting 'forum selection clauses.' In one case, the language in the forum selection clause was used to deprive a franchisee of its right to remove a case from state to federal court. In the other case, the language of the forum selection clause was narrowly read as a 'venue' clause, resulting in a finding that a motion to dismiss was untimely.
In Quizno's Franchising II LLC v. Gilco, CCH Business Franchise Guide 13,526 (D. Colo. Jan. 22, 2007), the franchise agreement provided that 'the exclusive venue for disputes between them [franchisee and franchisor] shall be in the [state] court or the [federal] court [in Denver], and each party waives any objection it might have to the personal jurisdiction of or venue in such courts.' The franchisor filed suit for breach of contract in state court, and the franchisees removed it to the federal court on the basis of federal diversity jurisdiction. The franchisor moved to remand the case, arguing that the franchisees, by virtue of the referenced clause, waived their right to remove. The district court agreed, based in large part on an unpublished decision by a fellow judge involving the same franchise agreement, and in part on the strong policy disfavoring removal. The court declined to follow another recent decision by the chief judge of the district denying a motion to remand. QFA Royalties LLC v. Bogdanova, CCH Business Franchise Guide 13,478 (D. Colo. Nov. 21, 2006).
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?