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Non-Reliance Disclaimers and Anti-Waiver Provisions
A number of conflicting decisions over the past year and a half concerning whether provisions prohibiting waiver of duties or liabilities under the New York Franchise Act prohibit franchisors from interposing franchisee “non-reliance” franchise agreement disclaimers when confronting fraud actions brought under the Act makes clear that this critical area of law will remain muddied until New York's appellate courts, and conceivably the Court of Appeals, decisively rule on the subject.
“Non-reliance” franchise agreement disclaimers are provisions in a franchise agreement, pre-signing questionnaire or separate writing (letter, franchisee “acknowledgement” or franchisee attestation) in which a franchisee acknowledges that, other than representations set forth in the franchisor's Franchise Disclosure Document and franchise agreement, the franchisee did not rely on any representations that may have been made in the franchise sales process regarding a specific subject or subjects, most commonly financial performance representations (how much money, on average, franchised or company-owned units gross or net) or guarantees of success.
Activity and Confusion
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.
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.
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.
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?