March 14, 2009
Contract Written in Blood is Not Enforced
This from James Levy at Legal Writing Prof Blog:
Get this - the AP reports that two friends went to a combination karaoke bar/sushi restaurant when one of them decides he wants to write an agreement promising the other that he'll pay back the $170k he owes. No pen? No problem! The first guy asks the waiter for a pin (maybe he asked for a "pen" but the waiter misunderstood?) - which for some odd reason the waiter happens to have on him - and he then "pricks" his finger so that he can write the contract in his own blood!
Maybe your experience with this kind of thing is different than mine - but whenever I stab myself with a pin, it never even draws enough blood to write my own 3 character first name, much less an entire contract.
It's the visual that I can't feature. That was either one heck of a pin-prick (in the same way that the "chainsaw scene" in Scarface was one heck of a paper-cut) or the guy was a hemophiliac. And out of curiosity, what was the waitstaff thinking while one of their patrons was gettin' medieval on his own self right there in the restaurant? Nowadays you can't even smoke inside a restaurant but when did it become OK to take a blood oath?
And all that's aside from the fact that promisor went to a lot of trouble, not to mention taking the risk of contracting hepatitis C, when in the end the California appeals court ruled the contract is unenforceable.
[Meredith R. Miller]
March 10, 2009
Business Associations Limerick of the Week: Wilkes v. Springside Nursing Home, Inc.
I am heading off for a conference this week and am behind in preparations, so this will be a short post and probably the last for the week from me.
Wilkes sets out the standard for fiduciaries in the context of a close corporation in Massachusetts. In doing so, it departs from an earlier Massachusetts precedent, Donahue v. Rodd Electrotype. While Donahue treated close corporations like partnerships and thus treated shareholders with all the rigor demanded by Cardozo's punctilio, Wilkes held that standard too demanding. Rather, when challenged by a minority shareholder, the remaining shareholders must show that their actions were inspired by a legitimate business purpose and that the actions taken were narrowly tailored to minimize the harm to the minority shareholder. In short, the court recognized the legitimacy of shareholders looking out for their "selfish ownership interest" in the company.
In this case, the defendants breached their fiduciary duty to Wilkes by freezing him out and depriving him of the benefits of his status as a shareholder
Wilkes v. Springside Nursing Home, Inc.
A freeze may be allowed
Where a proper purpose 's avowed.
But minority rights
May be extinguished like lights
'Neath a selfish ownership shroud.
March 9, 2009
Terminator IV: Attack of the Litigious Producer
Yeah, that's right, Arnold. While you're off governing California, your franchise is in the courts! According to this article in The Daily Express (which, according to its website, is "the World's Greatest Newspaper"), Moritz Bowman, one of the producers of the forthcoming "Terminator Salvation" (which looks awesome, by the way), is suing fellow producers, Derek Anderson and Victor Kubicek, alleging that they did not pay him his full producing fee and hijacked the production in July 2008. Although the New York Times reports that the producing fee in question was $5 million, the Daily Express reports that the law suit seeks $200 million in damages.
In my view, Mr. Bowman is barking up the wrong tree with his lawsuit. It's obvious to me that Anderson and Kubicek are really cyborgs disguised as humans and bent on the destruction of the human race by cornering the market in high-end sci-fi special effects movies. That leaves Mr. Bowman only two options.
1. Get in touch with John Connor. And do it quick. Contact Linda Hamilton's agent. She'll know where to find him.
2. Transport yourself back in time and make certain that the Bowman/Anderson/Kubicek alliance is void ab initio.