Showing posts with label contracts. Show all posts
Showing posts with label contracts. Show all posts

Sunday, May 24, 2020

In Dispraise of Haste

Which "haste-related" cautionary proverb comes first to your mind?  I thought of "Marry in haste, repent at leisure," which was a socially relevant warning in Britain and Europe for several generations thrust together and torn apart by World War I and World War II.

In recent eras of living together, and relatively easy divorce, there probably less need for "repenting at leisure," so that proverb has lost its power.... which may be why it is ranked #30/35.

Source: Inspirational Stories.com proverbs on haste.
https://www.inspirationalstories.com/proverbs/t/on-haste/

Are proverbs still taught in schools? For that matter, are the different names for the males and females of animal species still taught? "Tiger / Tigress", maybe but it seems doubtful that "Cob / Pen / Cygnet" for swans, or "Hart / Hind" (of red deer) and "Buck / Doe" (of roe deer) are taught.

Animal names
https://dictionary.cambridge.org/dictionary/english/doe

"Click-through in haste..." might be a modern day proverb.

The ever-interesting Mark Sableman, blogging for the law firm Thompson Coburn LLP, discusses online contracts (with a topical pun about contracting disease), and explains the different degrees of how inextricably to bind a visitor, or to be bound as a visitor, to a contract that --in their haste-- they have not read.

Original Link:
https://www.thompsoncoburn.com/insights/blogs/internet-law-twists-turns/post/2020-05-14/you-may-avoid-coronavirus-contacts-but-you-can-t-avoid-online-contracts#page=1

Lexology Link:
https://www.lexology.com/library/detail.aspx?g=6f1da6a7-56a4-4c18-8f3d-2c744f7b9a11

It reminds me a bit of a marital pre-nuptial contract!

Seriously, if you surf the internet a lot, or if you have your own website, or blog, you ought to read Mark Sableman's explanations of browse-wrap, click-wrap (or click-through), and sign-in wrap.

European readers of this blog should understand that the authors of this group blog do remind readers periodically that Blogspot will drop cookies on you, (it's browse-wrappy), and Google does post generic notices about the terms of use that you are inferred to agree with and to by sticking around.

Online contracts can be very secure, and safer than you would think, and they hold up well in court.  Thus, one should read an E-sign contract very carefully indeed, and not merely click merrily away to provide 7 (or however many) initials and 2 signatures in your choice out of 5 available fonts.

Legal blogger Tyler G, Newby, writing for Fenwick & West LLP, gives a fascinating historical overview of contracts, going back to the signet ring and hot sealing wax to the present day Docu-Sign (or its rivals such as Authentisign), and explains that such convenient services provide a time-and-date stamped audit trail  that may include the signer's IP address.

Of course, too, there is the clickwrap or click through and sign in protection for the professional who sends a link in an email to the expected signer.

For readers interested in how much copyright infringement has increased during the Covid-19 shut down, MUSO has a free, downloadable "white paper". It comes with click wrap, you have to give them your name and email address... but it might be interesting enough to be worth giving them the data, and possibly receiving follow up emails from MUSO.

https://www.muso.com/white-paper-demand-discovery?utm_campaign=COVID-19%20Protect%20&utm_source=hs_email&utm_medium=email&utm_content=88156774&_hsenc=p2ANqtz-92B76dMP1rBc2xvht7vDqlzhChwXeYH-GGsTVaL3B6_aOiXEnexlgriwMhuv35_T2oUwbU8dyrNfvG9G1H767syhNUjQ&_hsmi=88156774

Talking of privacy, and marketing (which I do, often), Zarish S. Baig, blogging for Squire Patton Boggs, discusses the suspicions of some that third party marketers may listen in on private smart phone conversations.

https://tcpaworld.com/2020/05/13/googles-privacy-policy-cant-save-it-from-smartphone-spying-claim-california-privacy-laws-tested-in-suit-alleging-big-tech-is-letting-subcontractors-listen-in-on-your-conversations/#page=1

It would appear, the above average internet user is also expected to read any ISP's Privacy Policy, especially if they purchase and use a device capable of recording anything.

Apropos hastiness and insecurity, if Zooming, or Facetiming, or otherwise broadcasting a live video of yourself, bear in mind that more of your background than you might expect might be exposed.  We've all seen the accidentally-on-purpose naked roomies caught over the shoulders of vloggers; the over casual anchor without his trousers who spread his legs a little wide under his desk, and his bare thigh crept into view; and then there is the prince who did not realize that he had official secrets on an open file in his background.

Derek M. Stikeleather, for Goddell DeVries Leech and Dann LLP shares Kim Kardashian's tips for looking fabulous while teleconferencing, and much more.

https://www.gdldlaw.com/blog/what-kim-kardashian-and-prince-william-can-teach-us-about-remote-oral-arguments

All the best,
Rowena Cherry 

Sunday, April 19, 2020

Force Majeure

Force Majeure is a sexy French name for a powerful excuse for failure to perform.  It is much in the news, and is being invoked by major oil companies and very small publishers to welsh on contractual agreements.

"To welsh" is rather a pejorative term, and might also be politically incorrect, as it implies that residents of Wales are synonymous with financial unreliability. No offense toWales or its people or princes is intended here.

Contract Standards publishes a fair definition of Force Majeure.
https://www.contractstandards.com/public/clauses/force-majeure

The Shearman & Sterling legal blog is highly edifying on the burning question of whether or not Covid-19 is a Force Majeure event. Of especial interest is their three-point test of whether or not the critieria for Force Majeure is satisfied.
https://www.shearman.com/perspectives/2020/03/covid-19--force-majeure-event

Could an author who is locked into an unacceptable contract declare Force Majeure because of Covid-19? This author only reads legal and publishing blogs, but if BP can put off purchasing LNG equipment for an entire year (when the market is bad for oil and gas) on the grounds that the pandemic is beyond its control, the pandemic prevents BP from performing, and BP took all reasonable steps to mitigate the consequences of the pandemic on its operations, maybe authors working from home could claim the same, if they wanted to do so.

It's not easy to write at the same time as unplanned home-schooling, or while having to watch adorable ankle biters every second of the waking day.

The Authors Guild has a guide to help those affected by Covid-19
https://www.authorsguild.org/covid-19-resources-for-authors/

Recently, Michael Seidlinger of Publishers Weekly wrote about 15 books and authors hurt by the coronavirus.
https://www.publishersweekly.com/pw/by-topic/authors/interviews/article/82703-15-books-and-authors-hurt-by-the-coronavirus.html

Book tours are cancelled, book stores are closed, sales are down, allegedly Amazon is giving preference to promoting third party book sales (for which no royalties are paid to authors, of course), and piracy is soaring. Californian freelance authors have even more about which to worry.

Bryan Cave Leighton & Paisner have a very good set of bullet points about Force Majeure and Covid-19, whether one is on the receiving end of a Force Majeure notice, or considering dishing out one.
https://www.bclplaw.com/en-US/thought-leadership/force-majeure-and-covid-19-considerations-for-businesses-in-the-us.html

An author is certainly helpless if under a governor's local executive orders to keep schools closed for the rest of the school year, and to confine everyone to their homes in fortnightly increments.

Foster Swift Collins & Smith PC detail some of the Covid-19 restrictions for those "cabined, cribbed, confined" (Macbeth) in Michigan.
https://www.fosterswift.com/communications-michigan-stay-home-extended-april-30.html

Given the lift to morale that one could get from painting a room --or even an accent wall-- in these S.A.D.times,  it seems particularly cruel that in some places, one may not even buy paint!

All the best,
Rowena Cherry