BLOGS
Key Considerations When Asserting or Defending Reasonable Reliance in Fraud Cases
Plaintiffs must prove that they “reasonably relied” on fraudulent misstatements of material facts to win their cases. Defendants often argue (1) the plaintiff did…
Notes on Trade Secret Litigation
WINNING! According to Lex Machina, between 2019 and 2023, trade secret plaintiffs in federal cases that went to trial won 86% of cases, which…
Web Scraping vs. Terms of Use
Data scraping extracts and copies data from websites. Often this is done to train AI large language models. Because scraped data commonly includes user-generated…
Three Thoughts on Anticipated Trends in Commercial Litigation
First, even before the Supreme Court overturned the forty-year precedent that ended Chevron deference (federal agencies are given leeway throughout the regulatory process), regulatory…
Fiduciary Duties and AI
Pivoting to AI will have serious implications for fiduciary responsibilities. Companies, family offices, and all advisors must strike an appropriate balance between human expertise…
Common Documentation Mistakes Can Cause Serious Problems
Different forms of electronic communication result in different levels of discretion and candor–for better or worse. Therefore, employees should be trained to properly communicate…
Preventing Workplace Violence: Know Your State’s Laws
Workplace violence continues to increase but what does this mean? While there are no standards to determine whether “workplace violence” occurs under OSHA’s definition…
Hope Is Not A Plan; Hiring A Creative Attorney Is A Plan
I have no insight into the attorney-client relationships in this case. That said, there were potentially underlying reasons why the Defendants litigating a (A)…
Newly Enacted Illinois Laws
I am proud to write that the Illinois legislature passed quite a bit of substantive legislation that was signed into law by Governor Pritzker.…
Have You Really Thought Through Your Due DIligence?
Due diligence identifies potential risks before closing a deal. The goal is to find problems that may lead to renegotiating, reducing the purchase price,…
Key Tenant Issues In Data Center Leasing Agreements
Leasing a data center is a strategic decision that comes with unique challenges. Here are some of the critical issues you should be aware…
Choosing A Law Firm: Supersizing Often Fails
Would you hire a vendor that does not properly regard conflicts of interest? Fails to abide by basic business rules and laws? Loses you…
When Does The Threat of Lawsuit Become Tortious Interference With Prospective Business Relationships?
Business owners regularly threaten litigation to protect their companies. In most cases, this threat does not create any potential liability to the party threatening…
Seven Year Noncompete After Sale of Business Affirmed In Delaware: The Law is Identical
The FTC’s new rule barring the use of noncompetition agreements contains a specific provision permitted the use of these agreements related to the sale…
Deep Fakes Law: A Quick Summary For Parents
Deep fakes and AI should scare all parents because their kids have new ways to make mistakes with or without trying.
Liquidated Damages In Real Estate Agreements
Liquidated damages provisions must be given careful consideration when negotiating a real estate agreement. Liquidated damages provisions usually appear as “earnest money” or a…
AI and the Future of Contracts
Contract negotiations and interpretations present unique challenges for AI. For millennia contract law has been all about contextual understanding, personal analyses, concern for the…
Intercreditor Agreements
Intercreditor agreements are key. This is particularly true for real estate investors.
AI and Hotel Security
It is unsurprising that many people have asked me whether the hotel could be held liable in some way for P. Diddy assaulting Cassie…
AI and Defamation
While ChatGPT 4.0 is far more cautious about making statements about specific individuals, it still hallucinates to disseminate damaging misinformation about people. Litigation concerning…
AI and TRADE SECRETS
Almost one year has passed since news broke about Samsung employees sharing highly sensitive trade secrets with ChatGPT while testing software. As one of…
AI And Data Security In The News (But Not In The News)
It is impossible for me to read the news and case law without thinking about how AI and Data Security issues impact today and…
Predictions on Future State-Level AI and Data Privacy Legal Frameworks
Greater public debate is necessary for society to determine how much more privacy it is willing cede. This includes the ability to learn information…
AI: Choice of Law Provisions
One of my favorite “boilerplate” provisions now needs even more analysis. With state legislatures passing legislation and state court starting to issue rulings the…
AI Update: New FTC Proposed Rules
Earlier this month the Federal Trade Commission shared a notice seeking comments from the public about proposed rules concerning potential liability for generative AI…
Commercial Forbearance Agreements: Borrower Considerations
Forbearance is the act of temporarily refraining from taking action against someone or something. In the commercial lending context, forbearance means the lender…
Protecting Limited Liability
A recent case in New York serves as an important reminder to follow corporate formalities to protect against “piercing of the corporate veil.” In…
Appraising the Choice of Appraiser
Business and real estate appraisals determine the damages awarded in larger commercial cases. Therefore, the credibility and quality of the appraisal report are paramount.…
Supply Chain and Pricing
“Supply chain issues” is the post-Covid version of saying “the check is the mail.” It is a perfect analogy. When a person blames…
General Thoughts on Remote Work
Rejecting all requests for remote work is the easiest legal solution. But it might leave a company with few or no employees. A less…
SaaS Agreements – Part 3
And now for the conclusion of SaaS agreements…. 8. Warranties. Software providers try to disclaim every possible warranty in their agreements. When they are…
SaaS Agreements Part 2
For those of you who missed part one, please click here. I am diving right in. 5. Customer Support. For software companies, there is…
SaaS Agreements – Part 1
Everyone knows software rules the world. Few people know how to draft and to negotiate Software as a Service (SaaS) Agreements. Before analyzing any…
The Fan Is Being Hit
The title says it all: Overdue Office Loans Are New Pain Point for Banks in FDIC Report (yahoo.com) This makes it even more important…
IP Licenses Are IP Leases
An intellectual property license is a lease for use of Intellectual property. If attorneys and their clients understood this elemental principle, then licensing negotiations…
Recording Virtual Meetings
The general advice from risk-averse attorneys is straightforward: don’t do it! This advice is premised on four key considerations. First, litigators and corporate counsel…
Successor Liability
Buyers of businesses prefer asset sale transactions to avoid inheriting some or all of the liabilities of the seller. It is commonly known buyers…
When Good Non-Recourse Loans Go Bad
More than $5 trillion of commercial real estate-related debt is scheduled to mature by the end of 2024. Significant demand to refinance debt over…
Force Majeure Clauses Remain Very Important
Simply adding “pandemics” or “Covid-19” to force majeure clauses is lazy lawyering. Courts analyze force majeure clauses according to their specific language. Ironically, this…
Delving Into Hotel Management Agreements
Third party management companies provide great value for hotel owners. Yet owners and their attorneys often do not look for third party managers that…
Trade Secret Insurance Considerations
Trade secret insurance protects businesses from financial losses resulting from the theft, misappropriation, or unauthorized disclosure of their trade secrets. A broad definition of…
Smart Ways To Minimize Legal Risk
Smart businessowners understand managing legal risk increases a company’s bottom line and, therefore, its value. More than ever, attorneys are the generals leading defense…
Can You Do the Side Hustle?
Millions of full-time employees are creating new businesses as second sources of income with the goal of transforming the new businesses into primary sources…
Do You Know What Is In Your By-Laws?
If your answer to this question is no, then you may want to consider brushing them off for many reasons: estate planning, corporate governance,…
Estoppel Certificates Are Important Than You Already Think They Are
At its core, an estoppel certificate is simply a statement that a commercial lease exists and a recitation of certain provisions of the…
Inevitable Disclosure and the Defend Trade Secrets Act
The inevitable disclosure doctrine in trade secrets cases is a simple concept. At its core, it presumes a former employee will inevitably disclose and…
Avoid Unforced Errors When Executing Contracts
This firm works with a number of business brokers and investment bankers who are very good at their professions. They should be commended for…
Price Escalation Clauses
Inflation has made price escalation clauses a relevant topic. Yet many of these clauses fail to create a clean, straightforward understanding as to how…
Limitation of Liability Clauses
A limitation of liability clause is a term in an agreement that limits potential exposure if a lawsuit or claim is filed. Liability caps…
Drafting Cease and Desist Letters
Effective cease and desist letters do not require fancy lawyerly language. Like many other letters, they need to be direct and terse without sugarcoating…
When Estate Planning and Corporate Law Collide
Certain uses of corporate documents to engage in estate planning are overlooked tools. For example, issuing separate classes of stock or LLC units for…
#MeToo Clauses
#MeToo clauses are still relatively new additions to the numerous representations and warranties in M&A agreements. These clauses focus on a seller’s knowledge or…
NDA No-Nos
It is common knowledge that a Non-Disclosure Agreement (NDA) does not provide absolute protection of a company’s intellectual property or other proprietary information. Unfortunately,…
Short Post: Text Agreements Are Like Penciled Agreements
So many people make and confirm agreements via text, WhatsApp, or other electronic message but then never formalize their agreement. This is also true…
June 2022 Hotel Newsletter
HOTEL LAW NEWSLETTER – JUNE 2022 Seidman Law Group represents various clients in the hotel sector. Our extensive work in this field requires us…
Short Post: Defining “Indemnify”
Ironically, failure to properly define the word “indemnify” is the root of significant number of lawsuits because the definition varies from state to state.…
Effective Use of Arbitration Clauses
Clients often want dispute resolution provisions to include only jurisdiction, venue, and choice of law terms to avoid overwhelming their clients. In these circumstances,…
The ABCs of LOIs in M&A
Letters of Intent are generally intended to be non-binding documents setting forth the general terms of a prospective transaction between a buyer and seller. …
When Secrets May Not Be Trade Secrets
In many trade secret disputes, the parties are focused on fighting over whether the information was adequately protected
Operation Hidden Treasure–NFTs and Taxes
Operation Hidden Treasure is a joint effort by the IRS civil and criminal divisions to capture taxes owed resulting from cryptocurrency.
Seidman Law Group-Ready to Rumble
Since starting my own law firm earlier this year, I have continued to work with many clients who have trusted me over the years.
