Who Can Sign for My Company?

Who Can Sign for My Company?

Contracts, Negotiation
Laptop Office Handwriting by Aymanejed via Pixabay While many business owners and those doing business with them often take it on faith that their signature is the (or the only) one that's required, but who is actually allowed to sign for or on behalf of a company? Before I launch in, as a Phoenix startup attorney, I am aware that it is not always practical to ask for or obtain, say, an LLC’s operating agreement and, frankly, there are probably more “partnerships” that do not have a formal, written partnership agreement than do. Also, if your agreement with, for example, a corporation is for some negligible amount, it probably isn’t worth it for you or your business to bother. This post is more directed for those of you business owners,…
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Do You Even Refund, Bro? LA Fitness Case Offers Lessons on COVID-19 Customer Claims

Do You Even Refund, Bro? LA Fitness Case Offers Lessons on COVID-19 Customer Claims

Arbitration, Contracts, COVID-19, Terms of Service
Image by lewisgoodphotos from Pixabay A recent trial court decision in (yet) another COVID-19 customer refund case provides some key lessons to businesses facing customer lawsuits due to the novel coronavirus pandemic that continues to affect our country. This past March, on local and state authorities’ orders to help reduce transmission and incidents of COVID-19, popular health club LA Fitness was one of many businesses forced to close their doors, resulting in a ton of P.O.'d gym members who were now out their membership and training fees and, as often is the case in this country, a class action lawsuit filed. The LA Fitness case Earlier this month, in Barnett v. Fitness International, LLC, No. 20-cv-60658 (S.D. Fla. Mar. 30, 2020), a federal judge ruled that a gym member did…
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Don’t Ignore Acceptance Testing Language in Your Next Software Deal

Don’t Ignore Acceptance Testing Language in Your Next Software Deal

Contracts, Negotiation, Software
Be honest-- as a software developer, how much time did you actually spend considering the acceptance testing language in your last development or licensing agreement? Negotiating and crafting a thorough acceptance testing clause in your agreement can be time well spent, not to mention a valuable risk management tool for your business. What is Acceptance Testing? As many of you probably know, software development, "master services", licensing and similar agreements oftentimes contain an "acceptance testing" section. Such language describes (or should anyway) a clear and mutually understood process by which the customer can verify that the software meets their business requirements. Such language can be vital to both parties where the software is costly or involves a complicated implementation by the software vendor. Below is a non-exhaustive list of issues…
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‘Red’ Alert: After Redbox, Is It Time to Revisit Your Online Terms of Service?

Contracts, E-Commerce, Technology, Terms of Service
In this article, we discuss one of the more recent and interesting (or, depending on your perspective, exasperating) Federal trial court decisions looking at the enforceability of online terms of service, Wilson v. Redbox, why the case matters, key takeaways for your online business, and what it should be doing in response. A brief re-cap, Wilson, a Redbox user (amazing to think it was not that long ago that we actually went to kiosks for our movies--what a hassle!) sued the popular DVD movie rental company under the Telephone Consumer Protection Act (47 U.S.C. § 227) for continuing to send automatic text messages to her phone despite her having opted out. Redbox’s "Terms of Use" (represented by hyperlinks in both its kiosk and website checkout screens require mandatory arbitration of…
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What Is My Liability as Startup Co-Founder?

What Is My Liability as Startup Co-Founder?

Contracts, Corporations, Start-Up
The forming and launching of a new startup company is an exciting, possibly life altering event.  But if you and your fellow co-founders ignore or fail to take certain precautions, being a co-founder has potential to be life altering in a negative way.   So just what is your liability as a co-founder of a startup? Ways Your Startup Could Be Liable When I talk to startup clients about their liability concerns, I find it helps to break the universe of potential liability into two main camps: tort and contractual.   Note: I will save a potentially large---but no less serious---third (or fourth, if you count regulatory) category of corporate tax, payroll tax, and pension liabilities for another day/blog post. In its most basic terms, tort liability is where you,…
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