An adhesion contract is also referred to as a contract of adhesion or a standard form contract.  Often times this type of contractual agreement is drafted by one party, and usually looks like a template contract used in all agreements with that party. Adhesion contracts are commonly used for car purchases, cell phone and cable contracts, insurance matters, rental agreements, mortgages, and deeds. In an adhesion contract, the drafting party is usually a business (typically...

Intellectual Property Basics It is important to protect the intellectual property and proprietary aspects of any businesses’ goods and/or services.  There are a variety of different ways to go about protecting your intellectual property, and it is important to determine what method will accomplish your goals effectively. It is therefore important to develop an understanding of the different intellectual property protection options. Depending on your company’s needs, you may want to consider either a patent,...

Previously on our blog, we have discussed the many differences between rights held by residential as opposed to commercial tenants. Recently we examined how both residential and commercial tenants have a right to quiet enjoyment of their rented property, but that it is sometimes more difficult for commercial tenants to escape the term of a lease for a violation of the covenant. Here, we will discuss what quiet enjoyment means for a commercial tenant. The...

Unlike run of the mill residential leases, many terms of commercial leases are usually negotiable, although your leverage in the negotiation will be affected by your real estate knowledge and the current rental market. For example, if there is a surplus of commercial space available in your preferred area, you will likely have more leverage to negotiate terms with a prospective landlord.  Similarly, having confidence in and being informed about the terms of the...

Despite the fact that it remains the better and safer practice to put all contracts in writing, many important business and partnership agreements are still made orally.  While oral contracts are enforceable in California in many circumstances, the California Civil Code specifically requires that certain agreements be put in writing to be enforceable. Specifically, California law requires that the following contracts be in writing in order to be enforced: A contract in which performance will necessarily exceed...

Whether you are buying or selling real estate, it is important to determine whether any easements encumber the property, and, if there are, what effect the easements will have on the deal. First, an easement is generally defined as a right to cross or use someone else's land for a specified purpose. For example, your neighbor may have a small easement over your land to access the closest main road. The easement does not allow...

A receivership is used to help enforce court judgments. A court can appoint an unbiased third party to be a receiver, and this person or entity is then charged with carrying out a court’s orders. Establishing a receivership is only one of many options to enforce a judgment, but they are particularly useful in cases involving management of a corporation, small business, or income-producing real property. The purpose of a receivership is to enforce an order...

If you find yourself or your business in the middle of a lawsuit, the absolute last thing you should do is destroy evidence, such as documents and files, whether or not they are damaging or incriminating.  If you have been sued and you get rid of or destroy evidence, including emails, you may face severe penalties, including criminal ones.  An example of the many rules and laws that prohibit tampering with or destroying evidence is...

What is the difference between a merger and an acquisition?  The terms “merger” and “acquisition” are common business terms, but they are often inappropriately used interchangeably, when in fact the two transactions are rather different. If you are planning to combine or purchase assets from another company it is imperative that  you understand the benefits and drawbacks of each. Merger In a merger, usually two or more businesses wind down as separate entities, and then a...

A Choice of Law clause (also referred to as The Governing Law clause) is a provision in a contract that specifies which laws will govern in the event of a dispute between the contracting parties. A Choice of Law clause allows the parties to pick the laws of jurisdiction that will govern the interpretation and enforcement of the terms of the contract. The jurisdiction chosen for a Choice of Law clause does not need to...