ContractsProf Blog

Editor: Myanna Dellinger
University of South Dakota School of Law

Saturday, February 21, 2009

Cancelled Firm Retreat Leads to Breach of Contract Suit

This story from Carolyn Elefant at Legal Blog Watch:

Akin Gump Strauss Hauer & Feld wasn't able to give its partners a fancy retreat this year, so it's giving them something else instead: a lesson in first year contract law. As the The Am Law Daily reports, Akin Gump scheduled a partner retreat at the luxurious Hotel Del Coronado in San Diego. But after booking the venue, the firm canceled the retreat, deciding that it would be unseemly to host a lavish event with with the economy in its current state. Thereafter, the hotel sued for breach of contract, claiming $385,950 in liquidated damages for, among other things, "877 sleeping room nights" that were set aside for partners at the firm.

[Meredith R. Miller]

February 21, 2009 | Permalink | TrackBack (0)

Thursday, February 19, 2009

AALS Boycott Did Not Require Breach of Contract

Id_aalsYou may recall last semester's quasi-controversy over whether the AALS Mother Ship should hold any of the annual meeting events at the San Diego Grand Hyatt because it was owned (ostensibly?) by Doug Manchester, who had contributed quite generously to efforts to pass California's anti-gay marriage referendum, Prop 8. The L.A. Metropolitan News reports that the AALS did not have to breach its contract with the Manchester Hyatt when it undertook a boycott:

The American Association of Law Schools did not have to breach any contracts in order to avoid meeting at a San Diego hotel that has become the target of a boycott because of its owner’s support of Proposition 8, the group’s chief executive said yesterday.

Susan Prager told the MetNews that the AALS had reserved blocks of hotel rooms at both the San Diego Marriott and the Manchester Grand Hyatt for its annual meeting, which took place January 6-10.

The organization generally reserves space in two to three hotels to accommodate its meetings, Prager explained, but in light of the controversy over Doug Manchester’s $125,000 contribution to the campaign to overturn same-sex marriage rights in California, the organization issued a statement in August declaring that it would “hold all AALS events at the Marriott to ensure the maximum participation by our members.”

Boycott advocates have cited the AALS as an example for the State Bar of California and Conference of Delegates—which are scheduled to meet at the Hyatt in September—to emulate.

Prager explained yesterday that the AALS “did not breach any contractual arrangement” because it had the option of selecting which hotel would serve as the “headquarters” for the event under its contracts, and that it still offered rooms at the Manchester Hyatt to attendees.

She said that the group’s purpose in exercising its option to hold its events at the Marriott was “to ensure that faculty would feel comfortable attending the meetings, and we wanted to have the meetings in a hotel that would not bring people into personal conflict into personal conflict about whether they would attend the meeting,” but she emphasized that “it was the nature of our contract that shaped our ability to change our plans.”

Take that party-of-the-first-part-Manchester-Grand-Hyatt!

[Meredith R. Miller]

February 19, 2009 in In the News | Permalink | TrackBack (0)

The New Face of Facebook?

Frowny_badge Exposed by Meredith Miller of the ContractsProfs Blog here, Facebook has rescinded its new standard terms of use and is temporarily reverting to its earlier terms of use.  You can read more here or if you prefer, in The New York Times here.

[Jeremy Telman]

February 19, 2009 in In the News | Permalink | Comments (0) | TrackBack (0)

Tuesday, February 17, 2009

New and Improved: Facebook Revises Standard Terms of Use

Facebook_picFacebook has revised its standard terms of use. Here's a nice discussion of the major changes, and a follow up discussion concerning the enforceability of the revisions.

[Meredith R. Miller]

February 17, 2009 in In the News | Permalink | TrackBack (0)

Business Associations Limerick of the Week: Pilsbury v. Honeywell, Inc.

VietnamdemWith last week's Limerick, we covered a case that teaches us that a shareholder has a right to inspect a corporation's books and records, including shareholder lists, in the context of a tender offer. State laws, including Section 220 of Delaware's General Corporation Law, provide that a shareholder has inspection rights subject only to the requirement that the shareholder show that she seeks inspection for purposes related to the business of the firm.

In Pilsbury, plaintiff was a member of Project Honeywell, an antiwar group that was trying to get the corporation to stop producing fragmentation bombs for use during the Vietnam War. Pilsbury bought shares in Honeywell so that he could lobby its shareholders on the subject of fragmentation bombs. He said in deposition that his only reason for investing in the company was to call attention to Honeywell's fragmentation bomb production. The court found that his purpose in seeking inspection related to his political views and not to the firm's business. Accordingly, he was denied the right to inspect under Delaware law.

So now, savvy politically-motivated investors know that they have to say in their depositions that they love the corporations that they are seeking to expose, and believe that manufacturing savage weapons is bad for business.

Pilsbury v. Honeywell, Inc.

Pilsbury protests Vietnam
Honeywell could not give a damn.
If he'd only lied,
He'd have not been denied!
Is Section 220 a sham?!?

[Jeremy Telman]

February 17, 2009 in Famous Cases, Limericks, Teaching | Permalink | Comments (0) | TrackBack (0)

Monday, February 16, 2009

Love Contracts, Volume III

BaglioneEvery year on February 14th -ish, we like to update our readers on the latest news regarding love contracts.  If you don't know what a love contract is, you are a total loser, but you can remedy that status by following this link.  Actually, if you watch "The Office," you are definitely not a total loser and you should know what a love contract is, as it figured prominently in an episode recounted here

This year, we can only report that the popularity of love contracts continues to grow, as reflected in this report in  The report includes the staggering new that according to, 40 percent of workers surveyedsaid they had dated a co-worker.  This is actually great news for parents with boomerang children.  Look kid, you want to find love, go get a job!  It's also great news for employers who are looking to motivate their employees to spend more time at the office.

[Jeremy Telman]

February 16, 2009 | Permalink | Comments (0) | TrackBack (0)