Investing in a startup requires a healthy appetite for risk, and with startups sometimes you have to kiss a lot of frogs to find a prince or princess. When the start up you’ve invested in fails, there are prudent steps to take before the company closes its doors (or garage doors).Read More
We’ve previously discussed integration clauses in contracts providing that a written agreement is the complete and final expression of the parties’ agreement and that it cannot be contradicted by evidence of a prior or contemporaenous oral agreement. If you want the term in the contract then it should go in. This is contained in California Code of Civil Procedure Section 1856. Fair enough.
In late December, the California Court of Appeal decided Albert Kanno v. Marwit Capital Partners II, L.P. involving Albert Kanno’s sale of three businesses to a private equity fund. There were three agreements--a sale agreement, stock subscription agreement, and stockholder agreement, and all three had integration clauses. But Kanno alleged there was also an oral Stock Redemption Agreement.Read More
Back in March, a California Bankruptcy Court ruled “Franz Kafka lives [and] he works at Bank of America,” describing the bank as “heartless” in improperly foreclosing on houses, and summarized the homeowners’ ordeal with the bank as a “Kafkaesque nightmare.”
Now, closing out the year, a California Appeals Court has gotten in on the lender liability action. (Rossetta v. CitiMortgage Inc. (Dec. 18, 2017.)) This time the bank is CitiMortgage, and instead of improper foreclosures, the case involves an over two-year-long home loan modification application process.Read More
In the ongoing battle over First Amendment rights to anonymity online, two recent California Court of Appeal decisions involving lawsuits against anonymous reviewers on Yelp.com (together with its owner, Yelp Inc., “Yelp”) provide a tentative roadmap for businesses and individuals seeking protection from defamatory online posts.Read More
The Delaware Chancery Court has issued two recent opinions describing shareholder rights to inspect corporate books and records. Both cases center on Delaware General Corporation Law, Section 220, under which shareholders “have the right ... to inspect for any proper purpose … [t]he corporation's stock ledger, a list of its stockholders, and its other books and records[.]” 8 Del. C. § 220.Read More
A 2013 California Supreme Court case has brought about a sea change in how far parties can rely on their written agreements, with the repercussions playing out in real time.
The "parol evidence rule" provides that, when parties enter into a written contract intended to be the final expression of their agreement, they can't use extrinsic evidence (evidence outside the agreement, like prior or contemporaneous oral agreements or statements) to alter or add to it. This is why contracts commonly contain an “integration clause”, essentially saying this is the final and only expression of the parties’ agreement. Outside evidence can be used to clear up places where the contract is ambiguous--but it can’t contradict what’s in the agreement.Read More