The Fine Print: Musings of a Corporate Contracts Lawyer

Happy Xmas from 2 Hatfield-Busks and 1 Busk

2010-12-17T16:20:00.000-05:00

The Wine with the Bird

2010-11-23T20:05:00.001-05:00

With Thanksgiving 2010 the day after tomorrow, and Xmas festivities soon to follow, the perennial question (second only in importance to “Why Am I Here?”) presents itself:

What wine to have with the Bird?

First, let’s discuss what wine **NOT** to have with the Bird.

By all that is sacred, don’t drink one of the estimated 70 million bottles of the 2010 Beaujolais Nouveau:

With due respect to Monsieur Georges Duboeuf, “Boje” is too light for the side dishes that usually accompany turkey, i.e., cranberry sauce and gravy, not to mention the dark meat of the Bird. “Boje” is better suited to turkey leftovers, or scrambled eggs and hash browns at brunch.

Some folks don’t drink red wine (Ha!) and require a White to go with their Bird. We had a Gewurtz from Alsace one year, and it too was overwhelmed by the flavors of the feast. A stronger white, such as a nice Vouvray, would fare better. But the best wine to have with the Bird has to be a nice Pinot Noir.

Word to the wise: cheap Pinots don’t cut it. Some Reds are forgiving at lower price points, but the Pinot grape doesn’t qualify. To make the memory of your holiday Bird last, you will need a Pinot in the price range of US $40 or above. If you can find it, I recommend the 2005 Hitching Post Pinot:

(Looks like this, except “03” is “05”)

We found this wine for US $39.99, but it usually goes for $10 to $15 more, if you can find it. When we first had this wine, we thought that we were paying a premium because of course, The Hitching Post restaurant was featured in the movie Sideways. But we were very surprised about the character of the wine, as Miles would say: transcendent.

Thanks for blogging with me thus far, and forgive my infrequent postings. I have ideas for this Blog all the time, but they too frequently get bogged down in the cares of the day. Happy Thanksgiving!

How to Neglect Your Lake Michigan Condo

2010-07-24T20:12:00.003-04:00

a/k/a Summer Vacation 2010

This is an open (but unsent) letter to the owner of the Glen Arbor, MI, USA condo that we recently rented for our Summer Vacation:

>>>>Dear Owners (ed. note - not real name):

We recently rented your condo in Glen Arbor, Michigan, USA, a beautiful community on the shores of Lake Michigan. Although the slideshow posted adjacent hereto will attest to the swell time we had, we want to thank you for showing us how to neglect a luxury condo. This will come in handy if we ever win the lottery and decide to build our own luxury condo and then grow tired of it. (That happened to me with a goldfish once.)

So, here’s what we picked up during our visit:

There is no reason to re-paint the condo exterior more than once a decade. The weathered gray and split siding brings to mind a haunted house, whose spooky intrigue is probably appealing to your neighbors next door who apparently re-paint their condo exteriors more often.
We noticed the stereo equipment that probably cost around $10K new in both the living room and the den. The sound was piped through the built-in stereo speakers in the ceiling in every room (even the garage!). The fact that all of the speakers were blown-out really added to the classy ambience.
Speaking of electronics, we liked the touch of having a tube television/VCR combo in every room. Especially the ones in a custom cabinet or niche carved into your walls! It is so nice to watch TV rather than the glorious sunsets over the Manitou Islands that become boring after the first one or two. And you were obviously prescient in that tube televisions are so much more quaint than flat-panel TVs that won’t fit in their dedicated places in your rooms.
We also concluded that there is no reason to spray for ants. A few hundred sweet-eating ants crawling around the place are a lot better than mice. And ants add extra protein to foods that are left uncovered on your granite kitchen counter overnight!
The damp musty smell on your lower level was enjoyable. Just like having our very own wetland downstairs. Don’t tell the Michigan Department of Natural Resources or they will want to protect it from being disturbed. And there’s no reason to unbox those 2 new de-humidifiers that we noticed in your garage because they would probably dry everything up.

But don’t be disheartened. Even with its flaws, your condo is an excellent vacation experience! If you can correct the above conditions, an income stream from future renters is assured. And who knows, you may even want to go back yourselves!

Sincerely,

Chadwick C. Busk and family

P.S. I noticed a Notre Dame cap in the garage. This must belong to a friend, since Notre Dame teaches values that are inconsistent with the conditions described above. <<<

Thanks for blogging with me thus far, and enjoy the rest of the Summer!

What wine goes with….

2010-07-10T10:45:00.001-04:00

Fried green tomatoes on a lazy mid-summer Saturday morning?

That would be Domain Wachau Gruner Veltliner

followed by fresh blueberry scones and Italian roast coffee (thanks, Cindy!)

Thanks for blogging with me thus far!

Esoteric Book Review: The Cryptoterrestrials

2010-04-08T12:10:00.001-04:00

Ah, Spring Break in Western Michigan! The chirping of robins amidst the snow flakes one day; the Holland, MI tulips blooming 4 weeks too early the next day; and the time to contemplate subjects other than the avoidance of “and/or” in the drafting of contracts.

Do you believe in UFOs? What about extraterrestrials? Alien abductions in the middle of the night? Is this all goofy stuff, experienced by people having “other issues” and pondered by people with too much time on their hands? Or is there something to it all?

The “something” according to the late esoteric researcher Mac Tonnies is the hypothesis that aliens indeed exist, but they are not extraterrestrials (from outside of the Earth) but rather “indigenous humanoids” (a non-human yet earthly intelligence). In his book, The Cryptoterrestrials, Tonnies cogently describes the various lines of evidence that support this theory:

People have had close encounters with non-human physical beings for thousands of years. These beings may either play tricks (faeries, leprechauns, et al); subject us to perceived medical tests for purposes unknown (abduction by the “grays”); or educate (the Sumerian Oannes myth that civilization was a gift from beings who hailed from underwater).
There is no evidence that these beings come from elsewhere in the Universe. There is evidence that these beings come from inside the Earth, especially from the ocean depths, the majority of which remain unexplored.
Why these beings continue to interact with us in seemingly illogical and random ways is unclear, yet the encounters continue. The beings need us. According to Mac, “they really are at the mercy of our omnipresent postindustrial society or they have plans in store that we have yet to discern.”

Mac Tonnies’ unexpectedly died last year at age 34, so we will no longer have the benefit of his mind trying to make sense of a phenomena which modern science discounts but which nevertheless persistently remains in human culture. Other researchers of this esoteric subject will undoubtedly use Mac’s book as an impetus for their own explorations. We may all benefit from those efforts in unimaginable ways. Or, we may not like what we see when the curtain is pulled back. Or both.

Thanks for blogging with me thus far.

Ethical Contracting

2010-02-28T19:08:00.001-05:00

As any reader of this Blog knows, more than a few my posts are written with tongue firmly planted in cheek. Not this one. I’d like to talk about a vital purpose of any contract: the promotion of trust between the parties - the worthy goal of contracting to avoid ambiguity about the deal down the road.

Recently, a short amendment to a contract between my company and a major vendor crossed my desk. The purpose was to adjust the pricing formula of a commodity purchased by my company from the vendor. We have been doing business with the vendor for the last 7 years. There has never been a major dispute with the vendor.

I was reading the Amendment and was about to bless it legally when a paragraph captioned “Release” caught my eye. There, sticking out like a sore thumb, was a provision that said my client would unilaterally release the vendor from any and all causes of action, liability, claims, etc., “known or unknown, suspected or unsuspected… accruing at any time before the effective date of this Amendment.” When I crossed this paragraph out and returned it to my business client (who then sent it on to the vendor), he was told that if we didn’t sign the Amendment without the deletion within the next 48 hours, the new (and somewhat more favorable pricing formula) would not go into effect. I immediately emailed the vendor representative that I wanted to speak with one of his corporate attorneys right away. I told him in blunt but professional terms what I thought about including this paragraph given the history of our relationship and the fact that there were no “known” disputes about anthing pending. Eventually, the release provision came back revised to how it should have read originally: limited to possible pricing discrepancies for the commodity existing prior to the effective date of the Amendment.

Including a unilateral blanket release for no reason is not ethical contracting. The vendor is not treating its customers with dignity and respect. Needless to say, I will never trust this vendor again (and neither will my business client) and why should I? If they tried to get away with this, what other “gotcha” do they have up their sleeve to foist on unsuspecting customers?

Thanks for blogging with me thus far.

On Becoming a “Rock Star” Contracts Lawyer

2009-12-30T16:28:00.001-05:00

“Career Path” is an overused term to describe how we should conduct our professional lives to reach our full potential. In my experience, most self-help books on this subject assume that we have more control over our lives than we actually do. The old adage, “Man proposes, God disposes” is not evident in these books. And yet there are ways for a contracts lawyer to reach his or her full potential. This post will focus on one of the most important: the ability to detect and correct typographical errors in one’s work product.

Is there anything more rewarding to a contracts lawyer than catching a typographical error? Of course not. I once did a long and complicated real estate agreement, pondering the implications of the Rule Against Perpetuities and the Rule in Shelley’s Case, only to have my client point out the fact that on Page 39, Section 1, Paragraph A, subsection (i), clause (z) of the contract I drafted, the word “thee” should be “the.” I can’t tell you enough about the warm fuzzy feeling that this observation created in my heart!

At best, typographical errors are embarasing for the contracts lawyer; at worst, they can cause one’s client major bucks, fodder for the trial lawyers to argue over as the meter runs on their exorbitant hourly fees.

As proof that the contracts lawyer who catches typos is “Rock Star” lawyer grade, I could cite several recent real world examples. Instead, however, I will invite you to click on this short documentary video from the folks at bitterlawyer.com:

The only unfortunate side effect is that catching typos isn’t sexy.

Thanks for blogging with me thus far. And to all those longsuffering contracts lawyers in the New Year, may you catch typos and attain your romantic career potential, too.

If On A Winter’s Night:The Definitive Xmas CD

2009-12-05T08:12:00.001-05:00

Each year, we try to find new Xmas music that will enrich our souls. This year, after being horrified by Bob Dylan’s Christmas in the Heart, we discovered Sting’s non-traditional If On A Winter’s Night. Rather than have me rattle on about the 15 inspiring and mysterious tracks on this disc, just click on the YouTube video below to hear excerpts from some of the tracks and Sting’s reasons for doing this piece. If you only purchase one Xmas CD this year, this is the one.

The sure-fire recipe for Xmas spirit this year is the following, in this order:

Give your time or money or both to at least one charity. Be thankful that you have one or both of these items to give.
Put Sting’s CD on your stereo system
Have a bit of brandy or a formidable red wine. For the former, I recommend Cardenal Mendoza Solera Gran Reserva. For the latter, I recommend Franciscan Cab Sauvignon.
Find a fireplace. Gas, wood, or coal. Get it going, careful not to ignite surrounding articles such as the Xmas Tree.
Repair yourself and a significant other in front of said fire with a healthy dollop of said brandy or wine.

If after a few minutes of exposure to the above you don’t find yourself in the Xmas spirit, find the nearest mental institution and commit yourself for an indefinite stay.

Happy Xmas, and thanks for blogging with me thus far.

October Road Trip, Terrifically Cheap Cotes du Rhone, Pesky Red Fox, ND wins in OT

2009-10-10T08:05:00.002-04:00

So it was that we ventured to Leelanau County, Glen Arbor Michigan, last weekend for a short stay at a Homestead Condominium overlooking Glen Arbor and the Sleeping Bear Dunes.

Having found time to watch Notre Dame beat Washington in OT(the “Luck ‘O the Irish” having returned with ND holding off Washington from scoring a TD from the 2-yard line 8 times), I had a rare moment when I became convinced that all was well with the world, aided by a few glasses of a remarkable $5.99 per bottle (not a typo) wine: Louis Bernard Bonus Passus Cotes du Rhone 2007. This wine did not sell very well because first, it comes in a plastic bottle with a screw-top cap (perfect for picnics but not for setting an impressive ambience) and second, it comes in one of those short bottles, so you think that you are not getting the usual hit. (Not so.) At any rate, this wine does most of what Dot and John think a Cotes du Rhone should do at 10 times the cost. (If you want my source for this and live in the West Michigan area, send me an email, but the supply could be exhausted by now.)

This wine also helped erase my close encounter with a red fox as I walked up to the condo. The critter sauntered by and sat down between me and the stairway in, and when I walked away, he followed me. When I stopped, he sat down and scratched an itch. When I started walking again, he started toward me. Didn’t appear aggressive (or rabid) - probably used to hand-outs of nibbles. In any event, I opened my handy red Swiss umbrella, pointed it at him as if it were a Star Wars light saber, and he got the message to bug off.

October in Northern Michigan is fantastic. Those who don’t take advantage of our fall colors and lake views are missing a lot. Next year, we’ll try for a longer stay. A few pics of the trip (sans fox) are to the right.

Thanks for blogging with me thus far.

Summer ‘09 Quaffing – What’s in Your Wine Rack?

2009-07-18T07:26:00.001-04:00

Although at times football weather, Summer is here, and that means a temporary abandonment of the heavier reds and stronger whites for lighter fare. Here’s a list of our favorites this Summer; as usual, all of these are moderately priced (under $20, because last I checked, the TARP money hadn’t yet been deposited) and all are dry:

Whites: Forget Chard, Pinot Gris, and Sauvignon Blanc, we’ve been enjoying a Vermentino from Sardinia, the 2007 Argiolas Costamolino.

This is a dry white that balances acidity with tropical fruit and is not aged in wood. It pairs well with a cold pasta salad containing fresh veggies. Also goes well with spicy Asian dishes.

Reds: The winner this Summer is Cosantino Winery’s The Med (2005), a blend of Mediterranean grape varietals

This wine is not a heavy red. It pairs well with any pasta in a red sauce or pizza. The notes are cherries, tamarind, and ripe tannins. The wine is barrel-aged for 7 months, but the oak taste is subtle.

In second place, I would put an inexpensive yet well done French Bordeaux from the Medoc appellation: the 2005 Chateau La Lauzette

This is a cab-based blend that can be drunk young or ensconced on your wine rack to drink several years from now. It has only a hint of the French barnyard notes that drive us crazy if overdone.

Coffee! A beverage that you can enjoy at 7 AM on a Saturday in July. As I write this, I’m finishing up a cup of Summer Solstice Blend from Intelligentsia. This is direct trade coffee from our favorite coffee purveyor (take that Starbucks!) As the vendor says, this coffee with its butterscotch notes is reminiscent of a great Chardonnay.

So, what are you drinking this Summer and why? Let me know.

My goal is to update this Blog more often, but with several colleagues on vacation, guess who fills in?

Thanks for blogging with me thus far!

Just the Fax Ma’am – What Drafters of Contracts Ponder in the Wee Hours

2009-04-02T20:53:00.001-04:00

As a kid, I was much impressed by how Detective Joe Friday (Jack Webb) in Dragnet could calm even the most hysterical of female witnesses to heinous criminal acts with his deadpan, “Just the facts, ma’am.” I resolved that I too would use this phrase to calm down my mother when she stridently decided that Summer mornings were better spent doing household chores (or even worse, practicing the piano) than watching the 9AM “Early Show” on Channel 8 with such classics as A Night at the Opera, Twelve O’Clock High, and Stagecoach…

Let’s just say that this phrase worked better out of the mouth of Joe Friday than 9-year old Chaddie Busk.

But I digress. As a contracts lawyer, we now ponder the weighty question in the AdamsDrafting Blog of whether, in a contractual notice provision, the drafter should use “telecopier,” “fax,” or “facsimile” to describe “legal” notices sent by this device. After some discussion, Ken Adams (a contracts scholar par excellence), concludes that the term “fax” is now perfectly appropriate even in formal contexts.

Unfortunately, lawyers never agree on anything, which is why, with few exceptions, I try to avoid their company. (I occasionally get a brochure to take a cruise with my fellow lawyers, and they immediately go into the trash. Can you imagine being on a cruise ship with all lawyers, hitting an iceberg and then deciding who gets to go in the lifeboat as opposed to treading water? Yikes!) So, I felt compelled to post the following comment on Ken’s Blog:

I have an easy solution to this problem: leave out notice via fax, facsimile, or telecopier entirely. My company has only a few fax machines on each floor of its headquarters, and it is not unheard of that an important letter sent via fax has languished in a fax machine because no one bothered to check the machine, or the letter was picked up by mistake by the wrong addressee. In my opinion, the best way to assure effective contractual notices is either by overnight courier or US certified mail, return receipt requested.

Then there is the matter of email notices. I allow for email notices as valid if and when acknowledged by the recipient and sent to a generic email address (e.g., legal-notices@ yourcompany.com) which comes to me (in the Legal Department) or another attorney when I am unavailable.

Finally, as other commentators point out, the era of the fax machine is coming to a close, so the tried and true notice provision allowing for faxed, facsimile, or telecopied notices requires updating.

To which Ken kindly responded:

Chad: I acknowledge in my post that fax is unlikely to be with us much longer. And your comment reminds me that I should tackle the question of email notices. Ken

Thanks for blogging with me thus far.

UFO Wine Captured, Probed, Le Disappointing

2009-03-10T20:07:00.001-04:00

After my last post lamented that Le Cigare Volant 2003 the “UFO Wine” could not be found in West Michigan, I happened to find it at a local wine merchant after all and picked up a bottle for around US $30. Normally, this price point for wine is high for me, but since I had a coupon for 20% off (in exchange for my email address, I guess everyone has his price!), I picked up a bottle and with some excellent homemade lasagna and fig salad, ~~uncorked~~ unscrewed the cap with much anticipation. But rather than be abducted by a sublime mixture of ripe fruits, dark chocolate and a hint of tobacco, my palate was greeted instead with a fairly ordinary red wine blend. Blah. Those little gray aliens were smart not to land in the California vineyard producing that wine; the buggers appear to have discriminating taste buds after all, apart from the cattle mutilations, of course.

However, unless corked (ha, no chance of that with a screw top), each bottle of wine can be appreciated to some extent. As Maya remarked in Sideways (and this is one of the best wine quotes ever):

I like to think about what was going on the year the grapes were growing; how the sun was shining; if it rained. I like to think about all the people who tended and picked the grapes. And if it's an old wine, how many of them must be dead by now. I like how wine continues to evolve, like if I opened a bottle of wine today it would taste different than if I'd opened it on any other day, because a bottle of wine is actually alive. And it's constantly evolving and gaining complexity. That is, until it peaks, like your '61. And then it begins its steady, inevitable decline.

So, even though the “UFO wine” was not out of this world, it was still well, wine for God’s sake, and something to be savored with good food, family and friends.

Thanks for blogging with me thus far.

Finally! The Perfect Wine and UFO Pairing

2009-02-05T21:04:00.001-05:00

Picture yourself in a vineyard nearly the sleepy town of Chateauneuf-du-Pape in France’s Rhone region. It is a hot, cloudless day in September, 1954. Ostensibly, nothing is going on to disturb the dignity and repose of the ripening grapes. Suddenly, you see a cloud forming on the horizon, and it is growing much too quickly as it heads straight for the vineyard. Hovering over the winemaker’s chateau, what can only be described as a UFO emerges from the cloud and proceeds to send a destructive death ray on the helpless vines below. Mon Dieu! Shall we call out the Gendarmerie! No, they will likely be ineffectual against this otherworldly assault on the lifeblood of France. Here’s an idea, LET’S PASS A LAW FORBIDDING UFOS FROM LANDING IN THE VINEYARD! Which is exactly what the City Council of Chateauneuf-du Pape did in 1954 to keep those pesky aliens from molesting the grapes from their cigar-like spaceships! And as a result, alien spacecraft have avoided those vineyards ever since, and we can all rest easier knowing that those fantastic Rhone wines will forever be in good supply for imbibing by carbon-based life forms.

Like any lover of wine and science fiction, I’ve spent countless hours wondering what wine would pair well with UFO watching. Finally, the above vintage from Bonny Doon Vineyard should serve nicely and is California winemaker Randall Grahm’s (a/k/a The Rhone Ranger) tribute to the wines from that region. It is a blend of Grenache, Syrah, and Mourvedre and of course (just my luck) it can’t be found in Western Michigan. Should pair perfectly with roast beast, wild game, or a night spent scanning the Lake Michigan horizon for cigar-shaped spacecraft. If only I could find a bottle, I’m certain that I would see numerous alien spacecraft cavorting about after 4 0r 5 glasses!

Thanks for blogging with me thus far, and Cheers!

Generic NDAs: Overlawyered and Overprescribed

2009-01-21T21:02:00.005-05:00

The premise for this post is that Nondisclosure Agreements ("NDAs") are overprescribed and overlawyered. Just as doctors have overprescribed antibiotics, resulting in a degraded efficacy to cure disease, lawyers have prepared too many generic NDAs, resulting in a reduced ability to protect specific and legitimate confidential information of their clients.

Observations in support:

The typically-drafted NDA is too broad and too long to be really useful. It covers about anything disclosed from one party ("discloser") to the other ("recipient"), and its duration is usually undefined. So, we have a broadly-drafted agreement with an indefinite duration. Strike 1 against the discloser attempting to enforce the NDA.
The typically-drafted NDA has too many exceptions to effectively safeguard the discloser's confidential information, including "information already in the public domain" (as commentators have pointed out, "public knowledge;" is actually the intent, but "public domain" has been used so many times that NDA drafters don't even ponder the difference); "information coming into the recipient's possession other than from the discloser;" and "information already developed by the discloser unrelated to the Confidential Information." So, we have an agreement stating a general proposition (i.e., that the discloser's Confidential Information should not be disclosed by the recipient) and multiple exceptions to that proposition. Strike 2 against the discloser attempting to enforce the NDA.
The typically-drafted NDA is vague as to the proper measure of damages claimed by the failure of the recipient to safeguard the discloser's confidential information. Beyond having the right to bring an action against the recipient for injunctive relief to prevent further disclosures of confidential information, the burden on the discloser to prove actual damages resulting from breach of the NDA will be difficult. Strike 2.5 against the discloser.

By my math (lucky this isn't algebra!), that leaves the typical NDA like a half-swing at the plate. Can a half swing hit a home run? Hardly, more likely a lucky single to first base.

If, as a business person, you really need an NDA to pursue a relationship with a new vendor or customer, consider telling your lawyer to first, make the NDA concentrate on specific information to safeguard and be limited in duration; second, eliminate the more general exceptions to the non-disclosure obligation; and third, spell out how damages will be calculated in the event of the recipient’s breach. You don't need a large dose of NDA antibiotics when a legal aspirin in the form of a focused NDA will suffice.

Taking these steps will increase the value of NDAs to your organization, and the recipients of your confidential business information will better understand their nondisclosure obligations.

Thanks for blogging with me thus far!

To Vendors: Your Top 7 Crazy Contractual Tricks

2009-01-04T17:21:00.004-05:00

(or: How NOT to do Business with My Client in 2009)

This post is long overdue. For too many years, I have slogged through contracts that vendors wishing to do business with my client have offered up as the “form agreements that everyone signs.” Excuse me, but that is not the case with this lawyer or his client. So, with all due respect to my client's vendors or prospective vendors of non-resale goods, services or intellectual property who may be reading this, here is my list of the

**TOP 7 CRAZY CONTRACTUAL TRICKS**

that won’t impress me or my client:

1. Presentation of your contract with the cover message that “No one ever changes this Agreement.”

CCB: Ha, no contract is written in stone except for the Ten Commandments, so unless your contract was drafted by Yahveh, I can darn well mark it up! If you won’t give me your form agreement as an unprotected MS Word document, I will just revise it on its face and PDF the doc back to you. And it will be a lot harder for you to understand my changes or discuss them with me than if I had sent you a pretty redlined version!
2. Your contract is written in a font less than 11 point, or in 2 columns.
CCB: Repeat after me 20 times, “A contract is not a newspaper.” Then another 20 times, “A contract should be easily read so that it may be readily understood.” Easy reading does not consist of text in any font under 11 point. If you think that using a small font will dissuade me (or any other transactional lawyer worth his or her salt) from reading or marking-up your contract, think again.
3. Your contract is not paginated.
CCB: It’s scary how many vendors are apparently unaware of MS Word’s automatic page number insertion feature.
4. Your contract contains typographical or grammatical errors.
CCB: I don’t go out of my way to look for these types of errors, but I will correct them if I find them because they are unprofessional and further, if our contract is someday litigated or arbitrated, it is not in the best interest of either side’s lawyer to have such errors that inevitably detract from the text of the doc.
5. Your contract contains Goofy provisions.
CCB: No, my client will not agree to sue you only in the City and State of your headquarters unless we also have a business presence in that City and State. No, my client will not agree that your indemnity to us is triggered only by your gross negligence or willful misconduct. No, my client will not agree that your personnel can perform services on our premises without a certificate of commercial general liability insurance that names us as an additional insured. No, my client will not agree to waive personal service of judicial process. No, my client will not agree to pay you interest on overdue amounts that are disputed in good faith. And so forth…
6. Your contract contains an unrealistic sunset date.
CCB: Although the end of your fiscal year or a particular calendar year quarter is usually a reasonable sunset date for the business terms of a contract, you should not set an arbitrary deadline to ink the deal. This is a common ploy used by shady used car dealers, and I’m sure that you don’t want my client to include you in that bunch.
7. You won’t accept a faxed or imaged signature as an “original.”
CCB: It’s 2009, and because the legal profession (along with the Federal Rules of Evidence and the comparable rules of most States along with various E-sign laws) have finally recognized the digital age, it is stupid to ask for a document containing original ink signatures when a legible PDF copy of a contract with imaged signatures has the same effect as an “original.”If you want a hard copy to stick in a file somewhere (that is so 20th Century!), just print out the PDF version.

So, my dear vendors, here you go. Your contractual life in dealing with me and my client in 2009 has just been made easier.

And thanks for blogging with me thus far!

Christmas Ghosts

2008-12-18T21:45:00.002-05:00

Couldn’t I take ‘em all at once, and have it over, Jacob?

So Ebenezer Scrooge entreats the ghost of Jacob Marley when old Scrooge hears the news that he will be haunted by 3 ghosts in the course of the evening. Although the plea fell upon deaf ears, the triple haunting resulted in Scrooge’s redemption.

Do ghosts haunt you at Christmas? They certainly do me. Because all of my "upstream" blood relatives have passed on, I tend to get re-acquainted with their ghosts around Christmas time each year, when I see and hear them celebrating Christmases long gone in snippets of videos stored somewhere in my gray matter. And of course I am there in those videos as well, wearing a younger man’s clothes.

In a sense, Christmas is the greatest ghost story, for it speaks to the Word becoming flesh and dwelling among us physically for a time, the Ultimate Reverse Haunting, God the Father through the Holy Ghost becoming a physical person with the objective of saving us all. Certainly, it is to humanity’s credit combined with divine grace that He chose to become a human being when He easily could have become something else - or taken His business elsewhere.

After Christmas, the frequency of my hauntings will decline. The videos of the departed Busks will go back into the appropriate mental compartment, and I will focus on enduring a Western Michigan January, February and March. But as Carly Simon sings, There’s always someone haunting someone…and you know who I am, though I never leave my name or number, I’m stuck inside of you…

My Christmas wish for you is simple. Be receptive to your hauntings; let them be a positive force in your life. The shades of the past can often help us live in the present. And if you meet any really interesting spirits, please send them my way, I have questions!

Thanks for blogging with me thus far, and Happy Xmas.

Strange Days; Strange Election

2008-10-19T17:32:00.006-04:00

It’s been a goofy Fall. Regardless of views of Grand Traverse Bay, Michigan, regaled with October’s golden hues amidst a cloudless sky, the global recession brings to mind the eternal conclusion of The Doors’ Jim Morrison:

The future’s uncertain and the end is always near.

What is quite certain is the outcome of the United States presidential election. On November 4, 2008, America will repudiate the conservative agenda (primarily because the Republicans in Congress and Dubya repudiated it themselves first), and we are likely to have a pendulum swing back to the days of the so-called Great Society circa 1964. I would be more disturbed by this were it not for the words of Thomas Jefferson, who prophesied these swings, albeit in a more graphic manner, when he said:

The tree of liberty must be refreshed from time to time with the blood of patriots and tyrants.

~~(Hey Tom, so who’s the patriot and who’s the tyrant? Inquiring minds want to know!)~~

The best thing about this presidential election is Governor Sarah Palin satirizing Tina Fey. Or is it Tina Fey satirizing Governor Palin? I don’t know but wish that these Saturday Night Live episodes would continue after November 4. I do believe that Governor Palin has some potential to rival the great Maggie Thatcher if the Gov becomes a seasoned US Senator and develops expertise in dealing with national and international problems, as opposed to those affecting Alaska. But that scenario is down the road and not just around the corner.

We recently finished watching the John Adams HBO mini-series. Every citizen should see this perceptive account of the genesis of the USA. The truth that jumped out at me was that this country was born out of both weakness and truth. The truth is that All Men are Created Equal; the weakness is that kings and dictators can often gain enough power to hide the truth. In significant ways, this country is just as fragile today as it was when John Adams worried about whether we would be ruined by an enveloping conflict between Britain and France, or when Abraham Lincoln confronted the horror of the United States of America on one hand and the enduring Confederate States of America on the other.

Our history teaches that the survival of our country has always been a near thing. Our country's continued existence is the result of over a half million of American men and women who have made the ultimate sacrifice to preserve it. And perhaps a larger force that has, thus far, been mercifully patient with our numerous defects and decided to preserve us as the “shining city on the hill.”

So, vote for the Presidential candidate who you truly believe will preserve and nourish that image. If that person is not on the ballot, it is the nation's loss.

Thanks for blogging with me… thus far.

Contracts 101: Damn Sight Damages

2008-08-05T20:43:00.003-04:00

Constantine is a little Michigan town located near the Michigan and Indiana border. Not much is there: the St. Joseph river, a dam, and the Dam Site Bait Shop, Inc. I figure that the founder of the Dam Site Bait Shop was a lumberman who retired to fish on the river and spent his last penny to launch a business with a questionable return on investment. His wife probably said, "We're goin to go bankrupt over that forlorn Bait Shop of yours! Its a damn sight!" And his reply was, "Honeylumps, it's not the damn sight Bait Shop, it's the Dam Site Bait Shop!"

If dam site bait shops can be confusing, so can dam-ages for breach of contract. In the context of a commercial agreement, damages come in 2 categories: direct and indirect. Indirect damages have further variations called incidental or consequential, but no need to ponder that here. But what are direct vs. indirect damages? The basic distinction isn't complicated.

Let's say that you have 2005 Chili Red Mini-Cooper "S" automobile with 90,000 miles on it.

I want to buy it, but I'm worried about the brakes. "When did you have the brakes replaced last?" I ask. You reply, "These brakes are fine, the brakes are great, and they will stop this car on a dime." I ask you to represent that in a signed and dated purchase agreement for the car. I pay you the negotiated amount for the Mini-Cooper, and then drive it home. On the way, the brakes fail, causing me to hit another car, dents to both. The police report indicates that the brakes should have been replaced a long time ago. I go to a local Mini dealership and pay $900 for new brakes and $2,000 for body work. Then, I think about suing you for breach of our sales contract. How does the law compensate me for my loss? What damages might I recover?

I can recover the amount of $900 for the new brakes and the $2,000 for body repairs, assuming that the Mini dealership's charge for parts and labor was reasonable. I can also recover the amount I spent to fix the damage to the other car caused by the worn-out brakes. But I can also get indirect damages, i.e., the value of my time to take the car in to the Mini dealership to replace the brakes, the price for a rental car that I had to pay while the car was being fixed, and the gas I spent for the rental car; in fact, I decide now would be a good time to switch from Chili Red to British Racing Green, a premium metallic paint color costing me an extra $1,000.

Since indirect damages are inherently uncertain, in contracts between businesses you will usually find a disclaimer provision whereby the parties both agree that they can't recover these "downstream" damages from each other. Courts have no trouble with this concept as long as the damages aren't claimed in connection with personal injury or death, or gross negligence or willful misconduct. Remember that commercial law is focused on the free flow of goods, and if the parties can determine in advance what their liability exposure is if the deal goes south, that is a good thing.

But what about a court awarding me the $1,000 to have the car repainted with the all-time best color for any car in the modern or post-modern world, British Racing Green? No such luck, the law says that I have no right to unjustly enrich myself at your expense. To that I truly say, "DAMN!"

Thanks for blogging with me thus far.

Forget Breakfast, Ebay Eats Tiffany's Lunch

2008-07-14T21:58:00.004-04:00

What happens when the panache of Tiffany's trademark collides with the formidable eCommerce engine of eBay? The context of the battle was Tiffany's action against eBay for trademark infringement on the basis that eBay failed to police its sellers to remove counterfeit goods falsely bearing the Tiffany trademark. By this inaction, Tiffay complained, eBay directly and contributorily infringed upon Tiffany's trademark. eBay responded that whenever Tiffany told it to remove counterfeit goods from ongoing auctions on eBay's website, eBay immediately did so. Tiffany responded that removal at that late date was not enough; eBay should have anticipated infringement of Tiffany's mark; for example, by removing sellers listing more than 5 Tiffany-branded items before the auctions commenced. (Apparently sellers of 4 Tiffany-branded items were usually legitimate, but sellers of 6 items were crooks.)

The case comes before Judge Richard Sullivan in the United States District Court, New York City, for a bench trial. Evidence heard (we don't know if Audrey Hepburn's ghost appeared in support of Tiffany's) and arguments considered. Decision - eBay off the hook.

In his decision (PDF doc here), the Court finds that eBay can lawfully use and allow its sellers to use the Tiffany mark to advertise or sell genuine Tiffany goods, something that lawyers call a trademark's "nominative use. " Further, the Court refused to impose a duty on eBay to take action in anticipation of possible infringement and found that it was enough for eBay to have removed particular counterfeit items when Tiffany told eBay about them:

The law does not impose liability for contributory trademark infringement on eBay for its refusal to take such preemptive steps in light of eBay's 'reasonable anticipation' or generalized knowledge that counterfeit goods might be sold on its website. Quite simply, the law demands more specific knowledge as to which items are infringing and which seller is listing those items before requiring eBay to take action.

Since there is a lot of stake here, Tiffany's will probably appeal this decison. Audrey and her blue boxes may yet prevail. Dinner will be served at the US Court of Appeals in the upcoming months. Who will walk away satiated?

Thanks for blogging with me thus far.

Summer Quaffing - Our Picks!

2008-07-03T21:17:00.016-04:00

There have been a few pleasant surprises in the course of this Summer's winetasting, and if you have been stuck in the rut of Chardonnays for white, Cabs for red, and some sort of fizzy water for sparkling, you might be interested in some recent discoveries:

On the Red Front: A family friend visiting us in Leland brought a bottle of Cab Franc. I was somewhat skeptical, having always identified Francs as blending wines. Also, the Michigan Francs are known to be acidic. But this Franc was the 2005 Franc from Cosentino Winery and was very nice indeed with deep plum and lighter cherry notes with a slightly smoky finish. It paired extremely well with the Raclette cheese from the Leelanau Cheese Factory.We're anxious to try this one again!
On the White Front: Some of the lighter whites have hit the spot recently, including Michigan's own Left Foot Charley 2007 Pinot Blanc, Kim Crawford's 2006 Marlborough Pinot Gris, and for an excellent value from France, La Vieille Ferme Cotes du Luberon Blanc, forget this name, just look for the 2 chickens on the label and a price point under US $10! The latter is a crisp, fruity, dry white wine made from several Rhone Valley grapes: Grenache Blanc, Bourboulenc, Ugni Blanc, and Roussanne. Great for quaffing.

On the Sparkling Front: Unfortunately, the meltdown of the US Dollar has resulted in French Champagne becoming quite expensive. So, falling back on California production, we can heartily recommend the Mumm Napa Brut Prestige. It doesn't have the French refined finish (what I call "subtle bubbles") but a valiant attempt nonetheless at a price point around US $20.

And finally the Big Surprise: My annual bottle of French Brandy was recently empty, so I pondered its replacement. Hiding on the bottom shelf of a local wine/spirits purveyor was a Spanish Brandy with the rather intimidating name of Cardenal Mendoza Solera Gran Reserva with a Wine Spectator rating of 91 and a price point of US $50. This is great stuff, sweet coffee and caramel notes, and it clears the sinuses nicely too! Prefer it over the similar-priced French Martell VSOP.

So, imbibe the above in good health and with good cheer. And don't drink and drive, or you will need the services of one of my barrister brothers and sisters! And they don't come cheap, I hear.

Thanks for blogging with me thus far.

Red Alert: E-Mail Sigs Can Create Enforceable Contracts!

2008-06-10T13:49:00.008-04:00

Crafty lawyers arguing that contracts exist where at least one party intends otherwise are pondering the effect of e-mail "sigs." For the non-geek among us, an e-mail sig is what you automatically paste at the end of your e-mail message that gives your name, your title, and perhaps a business address or other related information. Several courts have recently ruled that an e-mail sig is no different than a manual signature that creates a binding contractual obligation on the signatory.

For proof of the foregoing, rather than give you the case blurbs, go here and also here.

The general thrust of these decisions is that where there is no dispute as to the source and authenticity of the e-mail, the e-mail is "signed" for the purposes of creating an enforceable obligation.

To get around the inference that one's sig can create a contract, consider adding the following disclaimer to your sig:

"Unless expressly stated in this e-mail, nothing in this message should be construed as a digital or electronic signature or writing."

Thanks for blogging with me thus far.

A Force Majeure Clause for the New Millennium

2008-05-25T07:34:00.002-04:00

Standard force majeure contract clauses, where "Acts of God" excuse one party from performing its obligations without such non-performance being deemed a breach, are so 20th Century. The community of contract lawyers desperately needs a force majeure clause for the clear and present dangers of the new millennium! So, I have assumed the heavy burden of drafting such a clause for my colleagues to use freely:

"Either party's non-performance of this Agreement shall be excused to the extent that it is caused by any of the following events:

(i) Alien abduction, invasion, possession or interference. As used herein, "alien" means a life form, whether or not carbon-based, from any other time, world, galaxy, universe, or dimension, and includes angels, Lucifer and his minions, Yeti (a/k/a Bigfoot), Mothman, Chupacabra, Gozer, Pukwudgies and the so-called "Grays." For avoidance of doubt, "alien" does not mean a foreign national without a work visa.

(ii) A pandemic or plague, whether or not caused by an unknown virus released during an alien autopsy at Area 51.

(iii) Seas boiling (whether or not the result of global warming), the rising of the dead (whether or not the dead appear as so-called zombies), mountains falling (but not earthquakes), the re-emergence of Atlantis, and dogs and cats living together.

(iv) Destructive power unleashed by any of the following: the finding of the remaining crystal skulls, the reverse engineering of alien technology, or the discovery of the Ark of the Covenant.

(v) The end of the world on December 21, 2012, according to the Mayan calendar. "

I'm sure that this clause will start to appear in countless of commercial contracts. My fellow contracts lawyers may use it without attribution, but I do request a small donation to my favorite esoteric interviewer, Tim Binnall of Binnall of America.

And remember, as those esteemed scholars of the paranormal stated in the award-winning documentary, Ghostbusters, "These things are real, they exist."

Thanks for blogging with me thus far!

The Passing of Wild Bill

2008-04-12T19:06:00.004-04:00

I just learned of the passing of William Hillegonds, Hope College Chaplain during my tenure there as a student (1970-74). The Chaplain's nickname was Wild Bill. I'm not sure how he earned this nickname, probably because his Chapel sermons were not easily slept through. He was also an outspoken critic of the VietNam war. But, I still remember his favorite prayer, 6 words that have stuck with me these almost 40 years, Lord, I believe. Help my unbelief.

Wild Bill and his family had the (dubious) honor of living next to the campus mini-dorm (Taylor Cottage) that also housed me, my roommate PC, and several other guys during those years. Because at that time the Michigan drinking age was 18, we had some rather good (and loud) parties at Taylor Cottage. Campus parties with anything but soft drinks were forbidden. But Wild Bill never ratted on us, and in fact, one Saturday night came searching for a wine opener, confident in the knowledge that the wild guys of Taylor Cottage would certainly have such a device. We obliged him.

The other thing that I recall about Wild Bill was his coming home to his family residence each evening. I would be studying in our Taylor cottage room with the windows open, plotting how to become the world's greatest lawyer (or at least how to ace my current Poli Sci course), and he would climb up the steps to his front door and announce in the most insightful, reverent voice ever, "Hello Jerry. How was your day?" When I first heard this, I thought perhaps Wild Bill was speaking to a respected colleague, but I heard no answer. Curious, I gazed out the window, only to discover that the Chaplain's greeting was directed to a cat of dubious pedigree. To this day, I'm amazed that Jerry the cat never answered him back.

I trust that he and Jerry are having the best of conversations in Heaven.

Thanks for blogging with me thus far.

Those Crazy EULAs!

2008-04-06T20:22:00.001-04:00

Contracts should not be written in stone. The exception is the Ten Commandments, and when the recently departed Charlton Heston as Moses waives them around like a conquering sword in the 1956 Cecil B. DeMille epic, one realizes that the exception to the general rule is not to be trifled with. But End User License Agreements (EULAs for short) are not the Ten Commandments.

Their authors, my fellow contract lawyers of an information technology persuasion, can and should review their EULAS periodically to verify that the language still fits the business purpose. Consider the recent examples of Apple and Adobe.

Recently, Apple has been trying to promote its web browser, Safari for use by Windows users. The somewhat intrusive strategy involves Apple pushing Safari to Windows users almost automatically when they receive an update to their Windows iTunes software. But the EULA that accompanied the download had a small problem in that the user agreed that Safari could only be used on a MAC computer, not a Windows PC. So, everyone who clicked on the "I accept" declaration when installing Safari on his Windows PC breached the EULA! Fortunately, Apple quickly changed its EULA to conform to its business objective.

More troubling was Adobe's EULA for its recently introduced Photoshop Express, an on-line photo editing and storage application. The first version of Adobe's EULA granted Adobe the right to re-use one's photos for anything, without charge. In a crazy burst of legalese, the EULA said:

Use of Your Content: Adobe does not claim ownership of Your Content. However, with respect to Your Content that you submit or make available for inclusion on publicly accessible areas of the Services, you grant Adobe a worldwide, royalty-free, nonexclusive, perpetual, irrevocable, and fully sublicensable license to use, distribute, derive revenue or other remuneration from, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other Materials or works in any format or medium now known or later developed.

After the user community, including several well-known techie journalists complained, the EULA was changed to read:

Adobe does not claim ownership of Your Content. However, we do need certain rights from you, with respect to Your Content, in order to operate the Service and in order to enable you to do all the things this Service affords you the ability to do. Therefore, with respect to Your Content, you grant Adobe a worldwide (because the internet is global), royalty-free (meaning we do not owe you any money), nonexclusive (meaning you are free to license Your Content to others) fully sublicensable (so that we can permit our affiliates, subcontractors and agents to deliver the Service on our behalf) license to use, reproduce and modify Your Content solely for the purposes of operating the Service and enabling your use of the Service. With respect to Your Shared Content, you additionally grant Adobe the rights to distribute, publicly perform and publicly display Your Shared Content (in whole or in part) for the sole purposes of operating the Service and enabling your use of the Service and to sublicense Your Shared Content to Other Users subject to the limitations of Section 7 below. These limited licenses do not grant Adobe the right to sell or otherwise license Your Content or Your Shared Content on a stand alone basis. Further, you may terminate Adobe’s right to distribute, publicly perform and publicly display Your Shared Content by making it no longer shared. You may terminate the remainder of Adobe’s rights by removing Your Content from the Service.

The only two differences between the two versions is first, Adobe can only use one's photos in order to operate the Service and second, that a user can terminate Adobe's rights by making his photos private (no longer shared) or removing his photos entirely from the site.

But the phrase, operation of the Service is broad and ambiguous. Seems to me that if Adobe likes a user's publicly-shared photos, it could use them to promote the Service (for example, display the photos on the PhotoShop Express homepage) as a way to encourage folks to open an account (at no charge, but Adobe sells related products for a tidy sum) all without reimbursement to the user.

Fortunately, unlike these EULAs, the Ten Commandments contain no fine print; they were not born in a corporate law department!

Thanks for blogging with me thus far.

"Spend Your Spring Vacation on Duma Key!"

2008-03-25T19:59:00.005-04:00

You may visit the official consumer website of the Sunshine State, www.visitFlorida.com, but you won't find the title to this post among the "places to see, things to do" in that wonderful State. That is because Duma Key exists only in the mind of Author Stephen King as revealed in his current bestseller of the same name. And Duma Key was a place conducive to an artist, a lawyer, and a wealthy (mostly) senile spinster, especially because each suffered brain trauma, making them predisposed to mind control from something better kept on ice or at least in a fresh water environment.

My favorite character in the book is not the narrator, but rather one Wireman, former lawyer and survivor of a suicide attempt with a pistol to the ear, whose favorite sayings are sprinkled with Spanish. And he does an excellent job of reviewing the narrator's art gallery contract and suggesting the following changes just as any good contracts lawyer worth his or her salt would do, i.e.

A more favorable revenue split between the artist and the gallery for proceeds from the sale of the artist's paintings after a certain sales threshold is met.
Decreasing the artist's right to terminate the contract for convenience from 180 days' prior notice to the gallery to 90 days.
Using a colorful term to describe the contract to begin with, as in "bunny-hug, very little to [expletive deleted] with." (I'm so impressed with this terminology, that but for the expletive deleted, I would have to start using this in my memos to my valued clients. I may use "bunny-hug" anyway! )

Is Duma Key a typical Stephen King horror novel? Certainly not. It is the best thing that he's written since The Dark Tower series. The characters in Duma Key are so real that you will be googling them midway through the book to see if anything comes up. The interaction between the three main characters - the artist, the lawyer, and the wealthy (mostly) senile spinster and how they fight the sinister force on Duma Key - represents a masterful work. King has left his typical horror literary fare way behind.

So, whether you spend your Spring Vacation in Florida, Hawaii, or Western Michigan, or for that matter at work, treat yourself to a great read from Stephen King.

Thanks for blogging with me thus far.

"Intellectually Precocious, Spiritually Retarded"

2008-03-16T13:14:00.004-04:00

Here it is folks - right on the head from R. Craig Hogan, Ph.D:

"Today, humankind, especially in the West, is intellectually precocious and spiritually retarded. The result is that those areas of our lives based in technology are advanced and those that rely on understanding the meaning of life are primitive. People are engineering moon landings during their work days and going home to family conflicts, financial stress, and fear of death that leaves their lives full of tension, fear, and unhappiness."

With that, my blog is back, "Reblogged," you might say!

Thanks for blogging with me thus far.

Summer's Defining Moments

2007-08-10T12:28:00.001-04:00

In the late hot Summer of 1962, a 10-year old boy noticed that his Father always had 3 things crowded in his shirt pocket when he went to work:

a Parker fountain pen
a pack of Salem cigarettes
a pack of Beechnut peppermint gum; or
a roll of wintergreen Lifesavers

On weekends, however, these items were replaced with a new invention, a pocket-sized transistor radio, which would inevitably be tuned to Detroit Tigers baseball games. The boy and his Father would park themselves on the dark screened-in porch and hear the young Ernie Harwell do the play-by-play. Unlike the Father's reaction to Ernie's crescendos, to the boy, Ernie's sometimes excited narrative of the Tigers exploits would always turn into a kind of purring which, when combined with the cicadas and occasional burps from the bullfrog in the nearby pond, would put the boy into a long doze. He never could match his Father's love for baseball. But the love he had for his Father was matchless.

That was the boy's defining moment for all his Summers rolled up into one, until the "last" Summer of 1964, when the adored Father was suddenly extracted from this life while the boy was off playing with friends on a Sunday afternoon.

One of the joys of youth is the feeling that bad times will end sooner or later, but good times will continue forever. We grow up and find to our dismay one day that bad times can last longer than they have a right to, and good times never last long enough.

The premier book on defining moments of a Summer long gone is of course Ray Bradbury's Dandelion Wine, in which the exploits of 12-year old Douglas Spaulding in Green Town, Illinois, in the Summer of 1928 are chronicled with magical, eternal significance. In a Forward written many years after the book was first published in 1946, Bradbury admits that the story is mostly autobiographical. The Forward ends with these lines:

"The wine still waits in the cellars below.

My beloved family still sits on the porch in the dark.

The fire balloon still drifts and burns in the night sky of an as yet unburied Summer.

Why and how?

Because I say it is so."

And so it is with my Summer of 1962. That Summer is only sleeping somewhere, its resurrection a certainty.

Thanks for blogging with me thus far.

Red, White and Woody

2007-05-29T20:16:00.000-04:00

The Rocky Mountain Coral geraniums have been planted in containers around the front door to our condo (take that, vile mole creature!) lavender plants were installed because they are supposed to require little care and last a decade, the exterior foundation was duly sprinkled with some weird dust to kill ants at 40 paces, so we are now left with pondering the appropriate white wine to cool us down.

Immediately, Sauvignon Blanc comes to mind. SBs from New Zealand and Chile are better than those from California and have better price points for the quality. That is, assuming that you like your SB to be crispy rather than peachy, tangy rather than syrupy. If the notion of a citrus tangy finish puts you off, stick with the California varietal.

We tasted two very nice SBs recently: Drylands from New Zealand and Cono Sur from Chile. The former is priced at around US $15 and is just as crispy and refreshing as the more expensive Kim Crawford SB that we found so enjoyable last year. But the Cono Sur is really a find. Priced at under US $10, this is a great wine for a Summer aperitif and would also pair well with unsauced fish or chicken. It is a bit more complex and softer than the Drylands.

SBs are a good alternative to Chards. Remember, when you order a Chard you are in grave danger of getting "wine on a plank" because less expensive Chards tend to be over-oaked. If you like your wine woody, you will not mind it, but consider inquiring if the Chard was oaked in French barrels rather than American, because French oak is more subtle than American oak. If you want to play it even safer, you can find an unoaked Chard (the Kim Crawford version is excellent) that will still bring forth the varietal's buttery tones but without the wood. When in doubt, tell the wine steward to bring you a taste of both before you buy that glass or bottle to go with that special dinner under the Summer sky (preferably near some water, as in Lake Michigan, as in Leland, Michigan, but more to come on that later).

Thanks for blogging with me thus far.

Hard Evidence But...(The Problem of Pain - Part II)

2007-04-04T19:49:00.000-04:00

"In the end we all get dropped,
We all get black and blue."
---Carly Simon

We were talking about theodicy, or in practical terms, why, if there is a God, does He permit suffering, evil and pain? On the macro side, why didn't God intervene to kill the SS Troops as they gathered the Jews to send to the concentration camps? Why did He not act to prevent 9/11? On the micro side, why does God permit a loved one to contract a terminal illness, suffer a debilitating stroke, or a child to be born with serious mental and physical impairments? If God is what He is cracked up to be, He could easily prevent evil and pain, both macro and micro. And for those who believe in Him, shouldn't we get a break? Shouldn't membership in the theist (God-believing) community "have its privileges?"

The rationale behind God's failure to prevent pain in this world has been debated for a long, long time. One can find complicated explanations of God's failure to act and more simple apologies. For example, in The Problem of Evil Blog, grad student David Wood proposes that God values men's free will so much that the evil springing therefrom is not worth God's zapping evil wherever it appears and in effect, humans becoming puppets to Him. In the story of Job, a story that predates the Old Testament's version of it, the explanation is that no mortal has the right to ask God to account for His behavior, because no human can ever hope to comprehend the mind of God. Further, God has no need to answer Job because God Himself is the answer.

But this is a tough concept to grasp intellectually and does nothing to assuage the pain that one might feel at this moment. So, as Job was tempted to do, we could curse God and die. Many have done just that, overtly or covertly, certainly the rational approach. The only problem with that course is that our idea of what is rational can hardly be the same as God's idea of what is rational. If, as Christians believe, God sacrificed His Son, how rational is that, God becoming flesh (in part) and then dying and not staying dead! And for the avowed purpose of giving our sorry souls enough worth to merit eternal life. Preposterous? We may have trouble accepting a mystery of this magnitude. But our lack of acceptance results from our human preoccupation with what can be seen, touched, balanced, drafted, nailed or browsed (hard evidence) and does not negate the mystery itself.

Frederick Buechner in his little book Whistling in the Dark perceptively views the problem of evil in the context of both the Old and New Testament:

"The Old Testament speaks of the elusive figure of the Suffering Servant who though 'despised and rejected of men' and brutally misused has nonetheless willingly 'borne our griefs and carried our sorrows' and thereby won an extraordinary victory in which we all somehow share (Isaiah 52:13-5312). The New Testament speaks of the Cross, part of whose meaning is that even out of the worst the world can do, God is still able to bring about the best."

This lawyer is without the ability to say it any better.

Thanks for blogging with me thus far, and Happy Easter!

Hard Evidence But...(The Problem of Pain - Part I)

2007-03-11T20:02:00.000-04:00

My clients sometimes ask about the different standards of evidence in modern jurisprudence. So, I explain to them the difference between evidence beyond a reasonable doubt (i.e., the usual standard for a criminal conviction) as compared to a preponderance of the evidence (i.e., the usual standard required to prove civil liability).

With this in mind, I was somewhat amazed at the recent claim of James Cameron and Simcha Jacobovici that they have located the Lost Tomb of Jesus, his wife, siblings and his son. As proof, they have produced ossuaries (a/k/a limestone bone boxes) inscribed with the names of Jesus' clan, together with a statistical analysis concluding that there is a one-in-600 chance that those same names would have come together in a family that didn't belong to Jesus of Nazareth.

Biblical archaeologists of all religious persuasions have refuted these claims with evidence that I would deem persuasive. See for example, Jodi Magness' article, Has the Tomb of Jesus Been Discovered? published on the website of the Biblical Archeology Review ("BAR"). In addition, Statistician Carl Bialik refutes the one-in-600 finding in a recent article in the Wall Street Journal, available here.

In researching this topic, I purchased the March-April 07 issue of BAR's magazine and was amazed to find evidence that early Christians, consisting of Roman legionaires, had no doubt that Jesus Christ is God. At a site in northern Israel near a modern-day prison near the base of Tel Megiddo, a prayer hall was recently unearthed that may be the earliest Christian church ever discovered in the Holy Land. Dating back to around 230 AD, the prayer hall seems to have been built and used by occupying Roman soldiers who had converted to Christianity; this at a time before Christianity became the religion of the Roman empire in the early 4th century! And on well-preserved mosaic floor tile, we see the clear inscription "God Jesus Christ."

Of course, this discovery does not prove that Christ is in fact God, or his Son. But, it proves that enough Roman soldiers thought He was to build a prayer hall in an ancient town that they occupied in 230 AD. I surmise that Roman soldiers are much like their contemporaries in uniform in that they don't believe in wild tales. This suggests that the crucifixion, death and resurrection of Jesus Christ were accepted as a matter of fact by those soldiers at that location, date and time. Hard evidence. How (divinely) cool is that?

But then I read another article in the BAR magazine, about how several prominent biblical archaeologists have lost their Judeo-Christian faith in the course of their prominent careers. They have not come to terms with theodicy, the question of how God can be righteous, given the amount of suffering in the world. According to one of the scholars, I decided that I couldn't believe in a God who was [not] in any way intervening in this world, given the state of things. So, that's why I ended up losing my faith."

This "problem of evil" is as old as Job in the Old Testament, as new as contemporaneous blogs debating this question between Jews and Christians on one side and agnostics and atheists on the other.

And my take on this issue for you will have to wait until Part 2 of this post. Thanks for blogging with me thus far!

The Alien Technology Post

2007-02-17T19:46:00.000-05:00

I love alien technology. Velcro, the microprocessor, Tang and shred-proof dental floss - all are gifts from our little gray friends from very far away. They have also given us free unlimited and non-polluting energy, exactly like the kind that powers their ships, but Big Oil is blackmailing Big Government to keep it away from the masses. Big Oil's blackmail is rather obvious. It will disclose that the Government made a treaty with the aliens in the late 1940s to allow them to abduct humans at will (and including Will) in order to create a new alien-human race. Why? Because the aliens' gene pool was severely depleted over the millions of years of their existence. How will this wicked secret war between Big Oil and Big Government end? Will the aliens take sides? Who knows... but you may want to sell your oil stocks this year!

Actually, the above is just a ruse. I know that the aliens are abducting us and taking samples of our brain tissue because they can't believe that our brains are so large and yet we behave exceeding stupid. Witness the following recent examples from the national media:

The diaper-wearing astronaut charged with attempted kidnapping in a love triangle.

The drunken Australian fisherman who decided to catch a shark with his bare hands.

Britney Spears enters rehab, exits rehab, shaves head and gets tattoos.

If I were defending the worth of humanity before some galactic council, based on this evidence, for starters, I would find my case somewhat weak.

There are, however, some glimmers of hope:

A Mr. Bean #2 movie is scheduled for release.

Stephen King's The Dark Tower books will be turned into a movie or TV mini-series.

By all that is Holy, The Lord of the Rings translated very well to the cinema.

And so has most of Shakespeare!

Actually, I have no idea what those "smells like cinnamon or cardboard" gray dudes have up their hairless, transparent sleeves. But whatever their plans for continued interaction with the human race, I hope that they have spent most of February in suspended animation rather than surfing the Internet to see what those zany carbon-based Earthlings have been up to.

Thanks for blogging with me thus far!

After the Lights: Soup and Harp!

2007-01-02T10:52:00.000-05:00

The Xmas decorations are mostly down, the New Year has begun, and as one of my colleagues noted, it's time for the dark months. But one's attitude does not have to suffer along with a dearth of sunlight. Here is my New Year's prescription to endure until spring:

First, cook up some Russian Mushroom and Potato soup; the recipe is available here. We added the leftovers of a Christmas Eve ham which enhanced the flavor even more. Hint: use fresh mushrooms that have some flavor, such as Baby Portobellos.

(In case you are interested, the Tea Countess prepared the soup, not this blogger. It all dates back to when I decided that French class was better for a future lawyer than Home Economics at East Grand Rapids Junior High School. One of life's unfortunate choices. But as the photo attests, I can stir pretty well - and don't mind cleaning up.)

When you have the soup prepared and uncorked a good Pinot Noir to enjoy with it, why not enjoy it with a concert DVD: Invention and Alchemy, the fantastic appearance of famed Harpist Deborah Henson-Conant with the Grand Rapids Symphony Orchestra?

Ms. Henson-Conant can make the harp do strange and wonderful (and decidedly some un-harp-like) things. Along with the world-class Grand Rapids Symphony Orchestra and its Conductor, David Lockington, the CD version of this performance is a 2007 Grammy Nominee for Best Classical Crossover Album. There is even a special appearance of Mr. and Mrs. Akopian from the Grand Rapids Ballet Company.

The Invention and Alchemy DVD and CD are both available at the Invention and Alchemy website and perhaps at another major midwest retailer (if I can exercise my persuasive powers tomorrow).

So, have a little soup and harp, and you'll be smelling those spring flowers sooner than you think.

Thanks for blogging with me thus far.

My Christmas Wish: May Ye Be Visited by Ghosts

2006-12-07T19:55:00.000-05:00

Christmas in my mind should be a time to emerge from selfishness to selflessness. We may be selfish and not even know it. Too many hours at the office? Too many hours at Xmas parties? Too many hours surfing the Net or watching football? Perhaps these activities are not a waste of time, but overdone, they are just as selfish and egocentric as traditional vices. And I am guilty along with you, of course.

Perhaps you don't need my wish for you this Christmas, perhaps you do. But here you go:

May something totally unexpected and good-frightening happen to you to kickstart your Christmas.

Charles Dickens wrote about this in A Christmas Carol when Scrooge encountered three Christmas Eve ghosts who in turn showed him nostalgia, previously unappreciated family cheer around him currently, and a good dose of future terrible loss to change his miserly ways.

The human condition tends to selfishness. Can't be helped unless something outside of ourselves - supra-human as it were - intervenes to push and prod our tired souls to the next iteration or as C.S. Lewis said, "Further up and further in." And that is what Christmas is all about, glorious divine intervention, certainly undeserved and never sufficiently appreciated.

Accordingly, I hope in the wee hours of Christmas morning, after Father Christmas has emptied whatever elixir you have left on your hearth for him, you are visited by at least one Christmas ghost (or failing that, an ET of your choice) who will either scare you silly or soothe you immeasurably so that you wake up on Christmas morning ready to enjoy the Day like never before.

Thanks for blogging with me thus far.

Buy this wine...or that one...or that one!

2006-11-21T20:03:00.000-05:00

There is nothing like a holiday turkey to make one ponder the appropriate wine to go with it. Wine recommendations are a dime a dozen on the Internet, but I have found the secret of choosing the right wine to go with the turkey. The answer is simple: IT DEPENDS. It depends on what you want the wine to do with your turkey!

Turkey itself is not a rich meat, but your dressing and gravy and sweet taters may make it that way. So, if you are looking for a counterpoint to offset this richness of the accompanying dishes, you would best go for a soft dry white wine, such as an unoaked Chard or a New Zealand Sauvignon Blanc. You may remember that we are fond of the Kim Crawford unoaked Chard and Sauvignon. These are readily available at price points under US $20.

However, you may want your wine to be a fruity counterpart to the neutral taste of the turkey, especially the white meat, in the same way that folks like a cranberry sauce with their turkey. You have 3 options if your palate tends in this direction (all of these wines are commonly available, at least in the US):

1. Purchase a 2002 Magnificat produced by the Franciscan Oakville Estate:

This wine is a fantastic blend of Cab Sauvignon, Merlot, Cab Franc and Malbec and will have the same impact as cranberry sauce, but as Eugene says on Mad TV, it will take the experience to a "hole nother leval." The price point on this wine is around US $45 and worth every cent.

2. Purchase Peter Lehmann's excellent blend of Shiraz, Cab Sauvignon and Merlot from Australia: Clancy's:

Clancy's is a bit softer than the Magnificat but is still an excellent choice, especially at a price point of around US $17.

3. Purchase an old thrifty favorite: Beaujolais Nouveau.

Of course, go for the just released 2006 vintage and avoid the ubiquitous Georges Duboeuf. Instead, find a Beaujolais Villages, because these are apt to have deeper fruit notes than Duboeuf. At a price point of US $10, you can buy enough for the adults in your group to get quite happy. Remember, the "Boge" will be the lightest of the 3 reds discussed in this post, so again so much depends on what tasting effect you are aiming for.

Happy Thanksgiving to you and yours. If nothing else, be thankful that God created grapes and someone had an epiphany to allow them to ferment into wine. But don't over indulge.

Thanks for blogging with me thus far.

The Conscience of the Organization

2006-10-25T20:30:00.000-04:00

As an in-house attorney, I go to great lengths **not** to tell my client "No." If there is a way to accomplish a business goal, I will do my best to assist my client in reaching it, even if it means a rather creative approach to, or a reasonably aggressive view of, the law.

But the American business landscape has recently seen several head legal counsel cut loose from their clients under negative circumstances:

9/28/06: Hewlett-Packard's General Counsel resigns before a congressional hearing on the company's snooping into the telephone records of some board members and journalists.

5/8/06: Apple's General Counsel resigns over alleged involvement in the illegal backdating of stock options on 15 dates between 1997 and 2002.

7/06: Peregrine Systems' former General Counsel is charged with multiple counts of fraud for allegedly booking revenue from transactions that were backdated, involved side deals, or were really swaps. If convicted, the former General Counsel could spend decades in prison and pay millions in fines.

So much for in-house lawyers as a check and balance to their overzealous (or just plain stupid) management teams. Whatever happened to the legal ethic that a lawyer must avoid even the appearance of impropriety? Why didn't these lawyers counsel against their companies' apparent illegal conduct and resign if their advice was refused? Perhaps they wanted their own fat checks and stock options, the proceeds of which may now go to pay their own pricey white-collar criminal defense counsel.

In commenting on the state of Peregrine Systems' General Counsel, another general counsel observed:

"If the General Counsel is doing the job and is well respected and is a member of the team, they become the conscience of the organization."

Fortunately, in my Company, the in-house lawyers have assumed this responsibility. We are in fact the conscience of the organization. And I'm thankful to work in an atmosphere where any of us can counsel a business client on the legal pitfalls of a certain course of action, and the client will heed that advice. Too bad that HP, Apple and Peregrine didn't fare better.

Thanks for blogging with me thus far.

The God, Country and Notre Dame Post Revisited

2006-09-17T21:22:00.000-04:00

Alas, alack, alas, alack, ND is crushed by Michigan, surprising the pundits and prognosticators. ND's national title hopes are probably dashed for another year, perhaps longer with a new quarterback for the 07 season. Michigan's dream for a national title is given new life.

I found the webcast of Coach Weis' post-game Sunday press conference and was impressed by his calm demeanor. Like any good leader, he took the blame for the mishaps of the team but told the media that he was going to meet one on one with certain players not living up to their full potential to let them know they if they don't have an attitude adjustment real soon, he would replace them with players with the right mind-set. What lends credibility to this approach is Charlie's rather large diamond-studded Super Bowl ring which was very visible even on a webcast.

I have to contrast Charlie's calm intelligent remarks with Keegan Michael-Key's portrayal of Coach Hines on Mad TV. This is the high school coach from Hell who inspires his basketball team with the following:

"Lose this game and I will murder you...Multiple stab wounds, everyone of you!"

On to MSU, Charlie and the Weis guys have only a few days left to get their act together. So, I won't consign those ND T-shirts just yet, and I won't hide my ND flag in the closet until next year.

Why do we care who wins college football games anyway? We aren't talking about battles of good and evil here, it's just a game.

I surmise that because there are so few clear cut victories or defeats in our everyday lives, we are particularly drawn to outcomes that leave no room for interpretation: one team wins, the other team loses. No conspiracy theories in the world can change the posted score when the clock runs out.

It appears that I forgot to mention God and country in this Notre Dame post. No problem! God equals Touchdown Jesus; country equals the Golden Dome! OK, so close enough.

Thanks for blogging with me thus far!

The Calamity of the Comma

2006-08-20T17:49:00.000-04:00

We present for your consideration the consequences of a misplaced comma in a contract. Consider the sentence at issue:

"This Agreement shall continue in force for a period of five years from the date it is made, and thereafter for successive five-year terms, unless and until terminated by one year prior notice in writing by either party."

At issue is the second comma, the one appearing after "terms." The parties are two Canadian firms, Rogers Communications and Aliant.

On the basis of this sentence, Rogers thought that it had a 5-year deal with Aliant rather than a 5-year deal that Aliant could terminate upon one year prior notice. Aliant decided to end the relationship when the business environment turned a bit south, prior to the expiry of the 5-year term. Rogers refused to honor the early termination notice, and the dispute wound up in front of the Canadian Radio-televison and Telecommunications Commission, the regulator of everything telecom in our neighbor to the north.

Armed with undisclosed rules of grammar, the Commission agreed with Aliant. It ruled that the placement of the comma after "terms" indicated the parties' intent that the contract could be terminated by one year's prior notice at any time, not just after the expiration of the 5-year initial term.

And the cost of this grammatical faux pax? $2.13 Million.

The wise contracts lawyer knows this: every word matters; punctuation matters; proofreading matters. If you don't know how to use punctuation properly for heaven's sake use shorter sentences:

"This Agreement shall continue in force for a period of five years from the date it is made (the 'Initial Term'). Upon the expiration of the Initial Term, this Agreement shall continue for successive five-year terms (each, a 'Renewal Term'), unless and until terminated by one year's prior notice in writing by either party during any Renewal Term."

Not exactly rocket science, this. On the other hand, let the contracts lawyer who has never misused punctuation, never made a typographical error, or never artlessly stated something cast the first stone.

Thanks for blobbing with me thus far.

Once Legal, Twice Legal, Thrice Legal

2006-08-01T18:47:00.000-04:00

Years ago, as a young lawyer in private practice, one of my less articulate clients told my secretary that he had to see "Lawyer Busk" in order to get his contract "done up legal." I've long since forgotten what I did for that client or whether he paid my fee, but I was probably just happy to have someone who truly believed that I could indeed "do it up legal."

But that was before I came to realize that there is in fact three degrees of doing a contract up legal. I will call these legal, pretty legal, and very legal. Oh, you will never find these in a contracts casebook, and no doubt the spirit of my much admired Notre Dame Law School contracts Professor, the late Edward J. Murphy, would challenge this nomenclature with his best socratic method. But I'm convinced that these gradations do in fact exist. Here we go:

1. A contract is legal when there is an offer, acceptance and consideration. Most laypersons have enough common sense to understand offer and acceptance, but the element of consideration is rather esoteric. Consideration simply means something given in return for a promise. For example, my payment of $80K for a new Mercedes is consideration that binds the car dealer to turn over the vehicle to me. Consideration is the cement that holds offer and acceptance together. Needless to admit, any lawyer who was scared witless by Professor Kingsfield in The Paper Chase can draft a contract reciting consideration. So, no big whoop there.

2. A contract is pretty legal when there is not only consideration but a seal. Historically, seals were wax. A wigged and rheumy barrister in the days of Queen Elizabeth (the first) would draft a contract in his indecipherable scrawl on a sheepskin and drip some candle wax near the signature block. Then, while the wax was still molten, he would affix his seal consisting of his (or a party's) initials, a coat of arms, or something else formidable looking to the wax. It would dry, resulting in a pretty legal contract. Lest you think that seals have disappeared with the fall of the British Empire, I will tell you that very recently, a lawyer for a purveyor of a well-known gourmet coffee brand told me that only contracts signed on their "official paper" were regarded as binding. What was their official paper? How about normal 8.5 by 10 Multipurpose with "S" in a circle stamped in ink at the bottom of each page?!

3. A contract is very legal when it is sealed with something more than a wax seal. Unfortunately, because of this requirement, most contracts are legal or pretty legal; few are very legal. Most lawyers don't know that the best example of a very legal contract comes from the 1932 movie Horsefeathers, when Groucho Marx as President of Huxley College persuades Chico and Harpo to play football as pretend students to improve the school's loser image. When they sit down to sign the contract, Chico points out to Groucho that the contract is no good, "it needa a seal." Undaunted, Groucho goes off camera, only to return with a seal of the live mammal variety, which he plops down on the desk. Mayhem results, the scene ends. But the football contract was done up "very legal" as the handshake below indicates:

The point of this legal missive is clear. The next time you ask your lawyer for a contract, be modest. Don't ask for something pretty legal or very legal, just be content with having him (or her) draw it up legal. Because wax seals and barking seals don't e-mail terribly well.

Thanks for blogging with me thus far!

Hot Ice and Wondrous Strange Snow

2006-06-24T19:59:00.000-04:00

Books classified as fantasy are often misleading, and some of my friends view them as a venue to occupy some time without having a lasting effect. I agree that books populated with dragons, dwarves, faeries, wizards, witches, and the prince (or princess) trying to regain his (or her) lost throne from an evil pretender are usually, but not always, tiresome. But then there is another genre of fantasy where fantastical circumstances (or as Shakespeare said, "hot ice and wondrous strange snow") intrude on one's reality with a lasting impact.

Such is the above book that I just completed reading, Keith Donohue's The Stolen Child.

This book is an account of what happens when a band of vagabond faeries replace a human child with one of their own, i.e., a changeling. The story has depth to anyone who can relate to not feeling totally comfortable in his or her body (or mind) at times. Or as the late singer/songwriter humanitarian Harry Chapin sang: "I've got something inside me, not what my life's about/cause I've been letting my outside tide me over/til my time runs out."

Donohue's treatment of the changeling experience is insightful because he follows the thoughts and experiences, over time, of both the human "imposter" and the human child stolen away. Each evolves into what the other might have become but with his own set of strengths and weaknesses. To further discuss how each character resolves his reluctant conclusions about the other would detract from Donohue's story, and I won't go there. But this book won't disappoint in any respect, as long as the reader has just a scintilla of imagination.

The Stolen Child was enjoyed at a Lake Michigan beachhouse (note the real time weather button in the margin) where I realized that by Almighty God, all the Saints in Heaven, a dedicated support team and patient clients, my legal work could indeed wait a week while I recharged the mental batteries. Perhaps the lawyer was replaced by a changeling beach bum, but the lawyer has returned, and the beach bum has been dispatched to the nearest parallel dimension.

Thanks for blogging with me thus far.

The Late Great News Paper

2006-05-02T20:10:00.000-04:00

Ah the joy of the daily newspaper delivered to one's newspaper box!
The print that smears on your hands!
The ads that you don't care about!
The stories reprinted from the wire services, the Wall Street Journal, or the New York Times!
The wasted trees, the wasted gas, the wasted effort to deliver this cornucopia of unfocused information!

I'm happy to report that the news **paper's** days are numbered. Just as iTunes and Napster drove the record companies crazy by removing them from the artist and the consumer, technological initiatives are in the works to disintermediate local and regional newspaper companies.

Consider these facts: news **paper** readership is on the decline. Noted techie columnist John C. Dvorak doesn't blame the Internet for this - see his insightful article here - but I do. We are all time starved, and it is so much easier to get the news in small doses when and where we feel like it than sit down and pour over a newspaper that contains many articles that we don't care about.

The Internet is certainly a much better medium to obtain news. It is much faster, more recent, more complete and with more commentary than the accounts frozen on a newspaper 12 hours or more old.

The only problem with Internet newspapers is one of delivery. The news **paper** is terrifically portable, the medium is dirt cheap, we take it anywhere, and it can be abused while still remaining (mostly) readable.

Thanks to upcoming hardware and software, however, that is about to change. First, we have electronic reader devices on the horizon. The most appealing to me is Sony's e-book reader,
the first device to use a new technology called E-Ink to approximate the experience in reading a printed book or newspaper. There are other devices on the way as well; see this great account from news.com. And as Bill Gates recently announced, the next version of Windows, Vista, will have a built in feature to make it easy for newspaper publishers to "webify" their print editions:

Even the idea of a screen that can be folded and rolled up like a scroll is not that far off, as depicted by this upcoming device from Philips:

I cheer this upcoming revolution in the newspaper industry, while feeling a tad guilty about my newspaper carrier who can now sleep in on Sunday mornings rather than slog out to put the morning paper in my box. What will become of this noble delivery person, never intimidated by snow, sleet, slippery roads, or darkness?

Well, the logical career move is for this person to become a computer geek, so I can call him when I have trouble downloading the electronic newspaper to my nifty reader device Sunday mornings at 7 AM. Ah, progress in the digital age.

Thanks for blogging with me thus far!

Listen to Your Life

2006-04-08T09:26:00.000-04:00

Your Blogger's Spring Break is fast drawing to a close, Easter is upon us, and I've been trying to clear my brain of shopworn thoughts by reading a book of sermons. Ah, "sermons"... a scary word to many, I suspect. Brought up in the Judeo-Christian tradition, the concept of sermons brings to mind a minister clad in robes or in a very starched white shirt, black suit, black tie, black shoes (Blues Brothers attire sans sunglasses) uttering mostly disconcerting entreaties from the pulpit twice on Sunday, once on Wednesday, at funerals, weddings, and the mornings of major national holidays. Especially during hot and muggy August Sunday mornings circa 1962, before central air-conditioning, our minister would discuss what eternity was all about (Heaven or Hell, mostly the latter). But I was sure that eternity was right then and there, waiting for the seemingly endless sermon to conclude, the last plodding hymn to be sung, the thankfully brief benediction, finally set free to enjoy the very temporal but concrete blessing of the non-baptismal swimming pool.

Back to the book of sermons, Secrets in the Dark by Frederick Buechner.

I would describe this minister as a "doubting Christian," someone who has had so much pain in his life that he has at times doubted the basic tenets of his Christian faith. His is not a faith that is naively upbeat, but rather a faith that wrestles with the concept that none of it may be real, that you have bet your life (and mortality) on a hoax, that there is no loving God, but rather the great and random Vivisectionist (as C.S. Lewis proposed and then so eloquently refuted). And I can relate to this outlook, not just because of my own life experiences, but because of everyone else's, indeed the sorry (but hopefully unfinished) history of the entire Fallen Creation.

Secrets in the Dark consists of many stories relevant to those struggling with faith (and not really confined to Protestant faith, Catholic faith or Jewish faith); I won't even attempt to describe the ones that were most meaningful to me. But Rev. Buechner has stated their essence:

"Listen to your Life
See it for the fathomless mystery that it is
In the boredom and pain of it no less than in the excitement and gladness:
Touch, taste, smell your way to the holy and hidden heart of it
Because in the last analysis
All moments are key moments

And life itself is grace."

On Monday next, back to the world of contractual analysis, legal puzzlements, and the paper chase. In that world, as in any other, the prayer, Lord, I believe, help my unbelief, is certainly appropriate. Thanks for blogging with me thus far.

The Serenity of Leadership

2006-02-26T20:16:00.000-05:00

Google "how to lead" and you will likely come up with 108 million hits. It seems that in today's business climate, leadership techniques are a hot topic. But before you convince your boss to send you away to an ivy league business school for a week's leadership seminar costing several thousand dollars, consider instead the purchase of the boxed set of a cancelled science fiction combined with the wild west televison series called FIREFLY, which will cost your firm a mere US $34.99 at Amazon.

Firefly, a product of the imagination of Joss Whedon, charts the adventures of the captain, crew and passengers of the firefly-class freighter ship Serenity as they take on various transportation jobs (as in smuggling), and each of the 14 episodes has a lesson about leadership. Consider the following strange assortment of crew and passengers that have to be shown the way by their illustrious Captain, Mal Reynolds:

Zoe: Second in command to Mal, she fought with Mal and the "Browncoats" against the Alliance in the battle of Serenity Valley, a Gettysberg-type fiasco (hint: the Browncoats lost) set 300 years from now. Zoe is not to be trifled with.
Wash: Serenity's navigator and lawfully-wedded husband of Zoe. They make a passionate and volatile pair.
Jayne: Don't let the feminine name fool you, Jayne is the muscle of the crew, tough as nails, always looking out for number 1, and always a challenge for Mal to keep in check. Has a softer side if you look for it.
Kaylee: She is naive and innocent, but there is no better ship's mechanic anywhere in the "Verse." She keeps Serenity's antiquated innards humming.
Inara: Travels with crew to find work. That is, work of a courtesan. Called a "companion," the culture of the Verse has elevated her and her associates to a professional - and respected - status.
Shepherd Book: A priest on hiatus from his monastery, he adds a spiritual, deep-thinking side to the group's adventures. His past is somewhat mysterious, since the Alliance, regarding Mal as more or less an outlaw, for some reason regards Shepherd as a VIP.
Simon Tam, M.D.: Ship's doctor, whose services are incessantly needed as the Mal and the crew are wont to get banged up in the course of their exploits. Simon is River's brother and is trying to cure her and at the same time prevent her from being turned over to the Alliance.
River Tam: Simon's sister, she is a genius, psychic, and schizophrenic killer all in one package. The Alliance views her as a secret weapon and is trying to find her.

Each of Firefly's 14 episodes gives lessons in leadership that can be applied to real world situations, whether in a corporate legal department, a law firm, or a business setting. In my mind, it all boils down to this:

Effective leaders create a sense of community among those they lead. The stronger the community, the stronger and more successful the leadership. The stronger the leadership, the greater the probability that the mission goals (whatever they may be) will be met.

It's a sad commentary that Fox cancelled Firefly even before its first season was over. Perhaps there is so much trash and fluff on television that it takes viewers awhile to catch on to quality. Then again, showing the episodes out of order and at odd times certainly didn't help.

I'm happy to report that Firefly fans are alive and well on the Net and their outcry when the series was cancelled encouraged Universal to make a movie out of the series, called Serenity. It has been out on DVD in the US for awhile. The movie is a lot more slam, bang, boom than the series, so I advise that you view the series first and then the movie. Depending on DVD sales (and the whim of Universal and its investors, no doubt), there may be a sequel in the offing.

So, procure the boxed set of Firefly, cancel those reservations to an ivy league leadership seminar of dubious worth, and prepare to learn some leadership lessons, courtesy of Captain Mal, his passengers and crew. And thanks for blogging with me thus far!

Ipodian Window into the Soul

2006-01-29T07:59:00.000-05:00

Do "clothes make the man" as the Latin saying goes? How about what one eats or drinks or the car one drives (or more likely, wishes to drive)? Perhaps these criteria had relevance before the invention of the Apple Ipod, but they don't anymore. I submit that what reflects the soul, if we are Ipod-carrying homo sapiens, is our Top 25 Most Played songs as conclusively computed by the iTunes software in our Ipods!

Rather than amuse you with the entire 25 songs, I will be kind and only give you my top 5 (perhaps 6-10 will follow later if there is enough demand) and why they have assumed such a lofty position:

Song #1: In My Life, by The Beatles from their Rubber Soul album, which according to Rolling Stone Magazine is number 5 of the 500 greatest albums ever made. This song is best listened to in late October, in front of a fire, with a glass of Martell VSOP Cognac. The George Martin piano solo in this song is enough to make one ponder the ("dead or living") cast of characters you have known in your own life.

Song #2: Miss Sarajevo by U2 from a single release but available on U2's Best of 1990-2000. In this song, Bono sings about a "beauty queen...surreal in her crown," and Luciano Pavarotti chimes in with operatic lyrics (sung in Italian) hoping that love will find its way to the poet like a river winding its way to the sea, from beyond the borders and the dry lands. What is it about Italian opera that pulls at the heart strings for a lost love? Go figure.

Song #3: Hoedown/Reels by Bluehorses from their Live Album. Bluehorses is a Welsh (as in UK) group that mixes folk, rock, celtic and heavy metal genres to produce music that is like a shot of adrenalin to the psyche. I especially like their songs that feature electric fiddles combined with electric guitars and furious drumming. Their music can sometimes be found on Amazon UK, and when I e-mailed their drummer and founder Nic Waulker that I couldn't find their latest CD, Skyclad, he sent me an autographed copy for free. When I told Nic my occupation, he invited me to become the band's lawyer, but since this would involve me relocating to Wales and the salary would have largely consisted of free ale guzzled at the Bluehorses' various gigs, I reluctantly turned him down. You can pull free downloads of the band's music from here.

Song #4: No Sleep by The Cardigans from their album Long Gone Before Midnight. The Cardigans are a Swedish alternative rock band, although that description hardly does them justice. They have toured internationally, and their music can be found on Amazon US and iTunes. Unlike many contemporary bands with meaningless lyrics, this group's music and lyrics are worth listening to. I like No Sleep because it echoes the feelings I often have after viewing one of the network news shows: "If God lent me His voice to speak, I'd say: Go to bed world...If God passed the mic to me to speak, I'd say: Stay in bed world, sleep in peace."

Song #5: American Pie by Don McLean from his debut album, American Pie. Much has been said about the lyrics of this song, but they boil down to the death of innocence as evidenced by the death of Don's father and the assassination of JFK. The song ends (before the final chorus) with haunting lyrics that we can all relate to on certain days: "And the three men I admire the most/ the Father, Son, and Holy Ghost/ they caught the last train for the coast/the day the music died."

Does your favorite music reflect your soul? No matter, thanks for blogging with me thus far.

The Definitive Xmas Post - Spiritual

2005-12-23T19:15:00.000-05:00

Let us cut to the chase on the night before Christmas Eve Day:

To Christians or not, Christmas should point to only one principle: the emulation of Christ.

The fact that we will fall short of this goal does not mean that should never attempt it. Rather, it means that we should redouble our efforts.

The emulation of Christ is what C.S. Lewis described as the practice of Deeper Magic; this is what Aslan accomplished in the The Lion, The Witch and The Wardrobe, now made into in the movie The Chronicles of Narnia.

In a nutshell, Deeper Magic is the sacrifice of a willing and innocent victim for the life of a traitor, an act that C.S. Lewis described in this way:

"It is the rule of the universe that others can do for us what we cannot do for ourselves and one can paddle every canoe except one's own. That is why Christ's suffering for us is not a mere theological dodge but the supreme case of the law that governs the whole world: and when they mocked him by saying, 'He saved others, himself he cannot save,' they were really uttering, little as they know it, the ultimate law of the spirtual world."

But what do you mean, sacrificing at Xmas, when we are prone to eat and drink too much, spend too much, stay up too late engaging in various diversions, and reminisce on past Christmases, which good or bad, have taken on the emotional patina of a much-viewed episode of Seinfeld or ER which still makes us laugh (or cry) even though it has played in our mind countless times?

What I mean is giving something of yourself at Xmas to someone else. Even a small sacrifice will do, a token of extra time or money or even some verbal encouragement to help someone feel better. And the more unexpected the better, because the practice of Deeper Magic is itself unexpected and ultimately, irrational (if not stupid) according to the world's standards.

So, soon we will celebrate the birth of the Supreme Practitioner of Deeper Magic.

Have a Happy and Blessed Xmas, and thanks for blogging with me thus far!

The Definitive Xmas Post - Secular

2005-12-09T19:40:00.000-05:00

Xmas is a only 2 weeks away. If you are reading this, no doubt you are doing so on my implied warranty that this post will get you in the Xmas spirit. But the disclaimer is that this post will only do so in a secular (worldly) way. My post on the spiritual side of Xmas will have to wait closer to the Day.

As we get older, we may have to work harder to get in the Xmas mood. The following media will help you in that endeavour, so here goes.

First, the music. In my experience, the best recent Xmas CD out there is Jethro Tull's Christmas Album.

If you don't believe that a flute can be played smartly to enhance the season, you will when you listen to this masterpiece.

For movies, the best of the bunch is still Christmas Vacation, which probably represents the zenith of Chevy Chase's career. Of particular note is everyone's favorite non-cash bonus from a Scroogian employer, the infamous Jelly of the Month.

For poetry, let me suggest something a bit Welsh, namely:
A Child's Christmas in Wales by Dylan Thomas
If you click here, you can read the entire story, well worth a few minutes of your time.

And they turned the story into a DVD, starring the late Denholm Elliott of Indiana Jones fame. This video has become a Xmas tradition in our household.

So, we have had audio, video, poetry (the prose will have to wait), but what to snack on while you listen to or view the above? Ha, the choice is obvious: Claeys Chocolate Charlie, a congealed mixture of chocolate, coconut, marshmallows and peanuts:

The best place to procure this is in South Bend, Indiana, and while there, be sure to pick up some Notre Dame Football gear from the NDU Bookstore to commemorate the team's '05 return to the league of champions. These items will make great Xmas gifts to your favorite University of Michigan or Michigan State University alumnus! (Ha, couldn't resist a minor dig.)

So, my few but loyal readers, whoever you are, I will wish you a Happy Xmas now but will try to reach out to you with something more thoughtful before December 25th. Thanks for blogging with me thus far!

Conquering the World (on the Easy Setting)

2005-11-06T08:51:00.000-05:00

Sid Meier's CIV 4 just came out, and I tumbled for the deluxe, spiral-bound, poster-infested version with a CD of all the in-game music. Not that I have enough time on my hands to learn the minutiae of the winning strategies of this computer game, so I've elected, at least for now, to conquer the world on the easy setting rather than the other choices, i.e., "Noble" or "Deity." (The latter setting brings to mind that line in Ghostbusters: "The next time someone asks if you are a god, say YES.")

In CIV 4, one doesn't have to nuke one's rival civilizations to win the game. Instead, one can win by spreading culture and religion. (In fact, near as I can determine, one can found and spread multiple religions over the course of history. I tried sending my Taoist missionary to the Indian civilization, but Gandhi didn't care for him.) And it is important to keep one's own citizens happy so that they don't stop working. (Hear that, France?) My favorite way to make my population happy is to build wineries. Interesting, the designers of this game decided that the technology required to build wineries is "Meditation." (I myself find it easier to meditate after a few glasses of red wine.) And each winery built increases the happiness of one's citizens. The neat thing is, if you click on the picture below, you can actually see (behind the mountain, to take advantage of the area's microclimate) the classy tasting room and if you look closely, aging barrels (no doubt of the finest French oak):

As you can see, my thoughtful engineers have even built a road through the winery, no doubt to facilitate bringing the vino to my thirsty citizens!

Speaking of wine, the 2005 Beaujolais harvest is soon upon us, and the quality this year is supposedly textbook perfect. Here in the midwest, the "Beauj" arrives around November 20, and the price points are between $10 and $12. Some folks regard Beauj as the kool-aid of wine, and I don't recommend it for Thanksgiving (instead try La Crema Pinot from the Russian River Valley). But Beauj is great with common fare such as burgers and chicken. Also try it for brunch on the weekend with an omelet and hash brown potatoes. (I don't know why area restaurants haven't twigged on to this pairing.) Remember, that Beauj should be drunk young, so there is no need to cellar the 2005 release. And if you go shopping for Beauj within the next few weeks, be sure to get the 2005 vintage and NOT any year prior.

Well, back to CIV 4 to see if Gandhi will join forces with me to defeat the intrusive Germans led by Bismarck. If not, perhaps I can build a few more wineries and see if I can placate Bismarck with several hundred cases of my '05 Estate Reserve.

Thanks for blogging with me thus far.

The Last Legal High

2005-10-08T19:43:00.000-04:00

A cold October Monday dawns, with frost on the youngest's pumpkin. Back to the office at 7 AM to review Acme Corporation's 15th revision of your draft revising its "take no prisoners" 40-page Distributor Agreement which includes such customer-unfriendly provisions as a disclaimer of all warranties, including the warranty of title. Yep, they won't even warrant that they own the gizmos that your company wants to buy from them. And nope, your company will in fact pay Acme for the goods and not Acme's exclusive supplier. Just last week, you cajoled Acme's counsel into waiving a personal guaranty for your client's employee who is tasked with buying the gizmos because in fact your client is ranked in the top 20 of privately-held US companies and can well afford to purchase the gizmos. But that pesky disclaimer of title still remains. Grrrr. What to do?

Well, time to clear the cobwebs from your gray matter with the help of a strong dose of caffeine. Starbucks? No way! Chock Full o' Nuts? Are you kidding? No, this calls for one of the Raven's Brew blends. Likely candidates are:

Deadman's Reach
"Served in Bed, Raises the Dead" (TM)

Raven's Brew
"The Last Legal High" (TM)

Wicked Wolf
"Grandma's Gone But the Coffee's On" (TM)

Any one of these concoctions will turn you into the most crafty, persuasive, and productive contracts lawyer ever to read the Uniform Commercial Code. (At least for awhile, then it's on to the M and M's.) On more than a few occasions, I've transformed a mediocre contract into a masterpiece of legal prose that would make Professor Samuel Williston proud.

I hesitate to disclose this secret weapon and can only hope that Acme's opposing counsel is too busy researching appropriate UCC warranties to read this post. But we want those gizmos and we want them with a warranty of title (among other things)!

Thanks for blogging with me thus far.

Back from Hiatus

2005-09-27T21:05:00.000-04:00

My few but loyal readers will excuse my blogging hiatus. The creative juices have been overwhelmed with practicing law and getting the youngest back to school. The recent daily regimen has left little time to update this blog with material worth your time.

In case you’ve read my post below, my next report on the efforts of the State of Michigan to levy yet another tax is not ready for prime time. The State authorities are apparently pondering their next move. So, stay tuned for this, and I promise to pull my thoughts together into an article that you can sink your teeth into.

To postcript the entry below, if you are a Michigan resident and care about nourishing Michigan agricultural products, please read the latest developments in the Michigan State House’s attempt to seriously hurt our State wineries in favor of the Michigan beer and wine wholesalers. At a time when our Governor travels the globe to encourage foreigners to locate their U.S. operations in Michigan, she’s decided that Michigan wine is corrupting our youth and that the only way to fix it is to regulate the heck out of our wine industry. Of course, there is not one shred of proof that underage drinkers have the foresight to order a case of Michigan Chard for their drunken orgy next Saturday night rather than showing a fake ID to buy beer at the nearest convenience store for the big event.

As some of you know, my only sport of interest is college football, as in Notre Dame football. ND’s new coach, Charlie Weis, graduated from ND undergrad about the same time I graduated from the Law School. Although I deplore ND’s treatment of Tyrone Willingham, I’m happy to observe that Coach Weis seems to have turned the ND football program around, and he is sensitive to disabled or very ill kids, as evidenced by what he did last week for a little boy before he died on the Friday before the Washington game, as described here. So like his predecessor, Coach Weis also appears to have class and character, which pales in comparison to however well (or not well) ND Football will do as the 2005 season progresses.

Finally, please donate to help the victims and evacuees of the recent U.S. hurricanes. There are more than a few worthy organizations helping these folks, but you couldn’t go wrong about sending whatever you deem appropriate to the Christian Reformed World Relief Committee, the Salvation Army, or the American Red Cross.

Thanks for blogging with me thus far.

Should 5% Appear Too Small...

2005-08-11T20:26:00.000-04:00

The power to tax involves the power to destroy declared the U.S. Supreme Court in the landmark case of McCulloch v. Maryland (1819), but it seems that the Michigan legislature and Governor Granholm have yet to get that message.

This is evident in two recent instances. We'll deal first with the one most appalling to a wine maven: Michigan House Bill 4959, which if passed would cripple Michigan's nascent wine industry. This bill was in effect bought and paid for by the Michigan beer and wine wholesalers lobby in reaction to the May 16, 2005 U.S. Supreme Court decision in Granholm v. Heald, which held that Michigan could not allow Michigan wineries to ship their product to Michigan residents while denying the same privilege to out-of-State wineries without violating the interstate commerce clause of the U.S. Constitution.

In reaction to this decision, the Michigan Legislature could have acted to allow all U.S. wineries to ship their products to Michigan residents. (The enlightened States of Ohio, New York and Connecticut have taken this approach with their residents.) But Nooooo. Instead, House Bill 4959 would ban all shipments of wine from both Michigan wineries and out-of-State wineries. Further, the real kicker is that Michigan wineries could not sell their own wine to visitors of their tasting rooms unless they first sold the wine to a Michigan beer and wine wholesaler, and the wholesaler sold it back to the winery. So, in effect, Michigan wineries would be penalized in selling their own product on their own premises, and a purely artificial mark-up would go to a beer and wine wholesaler.

No surprise that the sponsors of this bill are also recipients of substantial donations from the Michigan beer and wine wholesalers PAC. In fact, the Michigan wholesalers' PAC was either the top or the second highest contributor to the members of the House Regulatory Reform Committee who voted to send this Bill to the full House!

Fortunately, this legislation has ignited a firestorm of ridicule. As reported by Wine Consumers Across Michigan (WineCAM), all Michigan newspapers addressing this topic have come out in favor of direct shipment. Further, some sponsors of the Bill are starting to wish they never heard of it. And for good reason, at a time when our State pols are touting Michigan as a great place to come and set up shop, they are poised to hurt a vital and growing part of Michigan's agriculture and tourist industry: our wineries. What a brilliant move!

Governor Granholm recently voiced a more conciliatory tone, and it is likely that this legislation will be modified to allow for direct shipments, but the trend for new State laws is that out-of-State wineries will have to obtain a permit from Michigan, keep records on wine shipments to Michigan residents, and pay taxes to Michigan for wine sent to Michigan residents. And these out-of-State wineries will have the understandable tendency to recoup this tax by increasing the price of their products to Michigan residents. So, this tax is in effect just another tax on Michigan residents!

So, to continue with the title to this post, and with homage to the Beatles' song TAXMAN:

....BE THANKFUL I DON'T TAKE IT ALL!

Next post will highlight yet another stupid move by the learned Michigan Legislature and our perky Governor, and this one has apparently succeeded.

Thanks for blogging with me thus far. And FREE THE GRAPES!

Aside: Sideways on the Railway

2005-08-01T20:36:00.000-04:00

The movie Sideways portrays male bonding in a crude way. There is Miles, too fond of the grape as the best way to forget about a failed marriage and a rejected manuscript. His pal Jack, an actor who has seen better days, is about to be married for the reason that his father-in-law will give him and his new wife a great deal of money on their wedding day. To complicate matters, Jack has invited Miles to be his best man, and Miles' ex-wife and her new husband are friends of the bride and will certainly be present at the posh wedding and even posher reception. Together, Jack and Miles embark on a week of touring Santa Barbara County, California, wineries, Miles to stay borderline smashed the whole week in preparation for Jack's wedding, and Jack to find a girl in order for his bachelorhood to go out with a bang before the wedding. And yet, as Rex Pickett's book, Sideways, shows better than Sideways the movie, Jack and Miles are indeed friends and in their own peculiar way look out for each other.

My own "Sideways" experience happened on the first Saturday night in the month of September, 1973, when I was starting my senior year at Hope College. I had the good fortune of finding a roommate, PC, who had become my friend. He was a physics and Russian major and is still the smartest person I've ever known. We got along famously.

But on that Saturday night before the first week of classes, we decided to go for a walk. Not just any walk, but a trek at 2 AM down the C&O railroad line outside of Holland, Michigan. The night would have made Tennessee Williams' proud, stifling hot, a silver moon, with crickets, frogs and fireflies engaged in a fierce battle for one's attention. With that backdrop, we approached the C&O railroad trestle over the Black River.

Following PC up to where the track started on the bridge, I said, "We probably don't want to go on this bridge. What if a train comes along?" To which PC replied, "Bosco, you worry to much. This track hasn't been used in years."

Now, I wasn't sure of that. But I trusted PC; after all, I was only a pre-law Poli. Sci. major. So, I said, "Your call, let's do it."

We were halfway across the bridge and sure enough, a train whistle easily silenced the creatures of the night. On a more serious note, a locomotive's headlight played across PC's face, and the track began to vibrate. The locomotive was practically on the bridge when I realized that we were both, literally and figuratively, up the creek.

But PC was unfazed about our impending doom. "Well, what do you know; they must have restored the Chicago run." Since jumping from the bridge into the shallow river 30 feet below was also a bad idea, I turned and started to run, but PC's firm arm had me in a death grip.

"What are you doing you fool? We have to get out of here! Let me go!" I yelled at PC. The train was now only a few yards from the bridge, and the engineer must have seen us, because an earsplitting whistle shattered the peaceful night into a thousand pieces.

"Take it easy, Bosco, look behind you, step back, and keep your arms to your side." "What, there is nothing there, what are you talking about?" I cried. To which PC responded by a hard push. I expected to be sucking river mud or worse, but to my amazement, there was a hidden service platform, right off the trestle, just behind us. I fell on it, followed by PC, and only seconds later the train careened by. The hot smell of diesel fumes slapped me in the face, but nothing else. Just as easily as the fabric of the night was torn asunder, it mended again, and the night critters re-emerged even louder, perhaps rejoicing that a dumb senior had enough faith to step into the darkness.

Experiences like this, if survived, have their place. Better than Jack's and Miles' misadventures among the vines of Santa Barbara, avoiding that train at 3 AM on the C&O railroad trestle bridge was real helpful in separating what is "so much locker room BS" as my Contracts professor used to say (when distinguishing puffery from express warranties) from what we need to do with our lives to give them "meaning and purpose" as my Biblical Law professor used to say. And between two friends nearing the end of their halcyon college days, when life would take very different turns for them both, it was male bonding in a very noble way.

Thanks for blogging with me thus far.

In Heaven There is No Beer...

2005-07-23T07:44:00.000-04:00

And That's Why We Drink It Here!

Or, so we used to sing in the Notre Dame Law School lounge during late Friday afternoon beer bashes before each home Notre Dame Football game. Yes, in the days when guys wore sea green leisure suits with ice blue rayon shirts decorated with red parrots; when the Law School Dean was not worried that inebriated law students would drive away only to kill or maim another motorist; when Coach Devine would send one of our lumbering backs up the middle for the upteenth time to gain the normal 8 yards; there were beer parties in the law school lounge, complete with Notre Dame Football cheerleaders and of course, Professor Broderick's all-law student Pep Band. (Just to prove that I was a regular fellow, I played the kazoo, the modern equivalent of karaoke. Seemed like a good idea at the time and yes, I'm musically challenged.)

Professor Broderick, "Chief" to the students who adored him (he only gave "A's" and "B's" because to him we all had "Dean" status), would predict the score of the upcoming game on a huge green chalkboard, and the results varied little from opponent to opponent, i.e.

"Notre Dame: 95; Purdue: 12," the Chief would shout as he wrote this score on the board with a flourish, and the law students would yell back "Too much!"

Eventually, the dull roar of the law school's football enthusiasm would be exhausted, students would drift off in small groups to discuss Evidence, Contracts, or for first year students like myself the dreaded Fall practice exams, and I would either decide to hit the books in the Notre Dame Law School Library (a place that oozed legal scholarship; see photo above for what this looks like) or I would decide to hang it up for the day and repair to my small flat, there to determine if I could make it through the first year of law school with my sanity intact! Fortunately, I succeeded in that endeavor, but only because a fellow classmate - a Viet Nam combat veteran who had seen life very differently than this naive young person - talked sense to me.

Such are career paths fixed, often by chance more than design. Or some might say, "Man proposes, God disposes." Or as the Chief would repeat in a somewhat mantric fashion, "Brad," (sic) he would say, "Yes, Chief?" I would reply, not perceiving any need to correct my name, simply waiting for words of wisdom from this good Irish Catholic and former Rhodes scholar, "Many are cold, but few are frozen."

"Excuse me, sir, don't you mean, "Many are called, but few are chosen?"

"No Brad," he replied, "Many are cold, but few are frozen!"

It took me years to figure out what his take on this passage from the New Testament meant, and then it came to me: the Chief was talking about the heart, of course!

At any rate, I know your time is valuable; thanks for blogging with me thus far.

Aside: Chasing Bottom's Dream

2005-07-16T19:43:00.000-04:00

So, we have our Bissingers' fresh dark chocolate-covered raspberries melting in our mouths, the Penzeys' Sandwich Sprinkle on our sandwiches, and Kim Crawford's Chard or Sauvignon Blanc quenching our thirst. (See posts below.)

How do we occupy ourselves with these treats?

The preferred approach would be to watch the sunset on Good Harbor Bay in Leelanau County, Michigan. If, however, we are confined to environs closer to our place of employment, we could instead pop in the only DVD appropriate for this time of year, the 1999 production of Shakespeare's A Midsummer Night's Dream.

You may regard Shakespeare with fear and loathing. The language is archaic, you may say. But that is what gives his works their unique sense of atmosphere and charm. You don't have to understand the meaning of every word to understand what is going on. With this play especially, you can easily grasp the plot by watching the actors' behavior. And the actors are first-rate: Kevin Kline, Michelle Pfeiffer (the Faery Queen), Christian Bale (before Batman!), Sophie Marceau, David Strathairn and the quirky Stanley Tucci as Puck. And guys, the mudwrestling scene between Calista Flockhart and Anna Friel is worth waiting for (but tastefully done - if you like mud). This is definitely not your grandmother's production of a Shakespeare play!

Of special note is the play within the play, i.e., the tale of two hapless lovers, Pyramus and Thisbe, and the wall that they must talk through. It is up to a group of "mechanicals," working men of Athens, to make their acting debut with this play as a selection for the Duke's wedding celebration, and the results bring to mind the antics of Moe, Larry and Curly. It is worth watching the DVD just to watch these guys try to get their act together.

So, forget the Top 10 Rental DVDs for once and go for Bottom's Dream. Because of course, "it hath no bottom."

Thanks for blogging with me thus far.

Aside: Live Long and Bissingers

2005-07-09T12:26:00.000-04:00

We all know that dark chocolate has anti-carcinogenic properties. It also elevates one's mood naturally. (At least it elevate's my mood until I contemplate how much time I'll have to spend on the treadmill to compensate for the calories.)

And because we take judicial notice of the fact that it is Summer, we should combine our enjoyment of dark chocolate with something that can only be found fresh in this season, as in a fruit. And that fruit - my few and anonymous - but apparently loyal readership - can only be one thing: RASPBERRIES.

So, how do we combine dark chocolate and red raspberries? Well, we log in to Bissinger's and place an order (before July 28) before it is too late.

Bissinger's dark chocolate covered fresh raspberries are not cheap and have a short shelf life. In fact, they have about a 5-day life in the fridge before they lose it. So, my advice is to treadmill first, and consume this food for the gods afterwards. And share with your significant others, too. (Don't be like Harriet.)

Summer is fleeting.
Life is full of peril.
What is good, decent, insightful and life-affirming does not always (usually?) triumph in the short run.
But at least the dark chocolate combined with the fresh raspberries will help us cope!

Thanks for blogging with me thus far.

Aside: In Praise of Penzeys

2005-07-02T08:15:00.000-04:00

What is more useful than the Peltzer smokeless ashtray (TM)? What is more dependable than the Peltzer bathroom buddy (TM)? And what actually exists outside of the world of Gremlins and tastes better than both of these products?

There can be only one answer! Penzeys'R Sandwich Sprinkle!

For the unenlightened, Penzeys is a manufacturer of gourmet spices of many varieties. There are spices and well, there are Penzeys' spices. They are simply better spices! More flavorable, fresher tasting, there is definitely a difference in ordinary spices and Penzeys' spices.

And Penzeys' Sandwich Sprinkle, a concoction hand-mixed from garlic, course salt, basil, oregano, rosemary, thyme, marjoram, and black pepper, has saved my taste buds from death by boredom many times over during lunch at my desk.

As the photo above shows, recently I had to spend my lunch hour looking over an important contract, a matter of Life and Death, you could say. So, I ran down to our cafeteria and procured an ordinary sandwich. But was I doomed to consume this rather bland affair of roast beast and cheese? No way, I simply added Penzeys' Sandwich Sprinkle from the handy bottle, and my palate went directly to savory Heaven!

So, the next time a client by the name of Jabez Stone asks you to review a contract he made with Satan with the view to find a loophole to extricate his immortal soul, do your work with Penzeys on your sandwich. Now, please excuse me while I access my PDA for Daniel Webster's phone number.

Thanks for my blogging with me thus far on this fourth of July weekend, 2005.

Aside: Kudos to Kim and New Zealand Wine

2005-06-17T21:04:00.000-04:00

Ah, New Zealand! Although I've never been to New Zealand, I have an affinity for the place. Where else could Peter Jackson have filmed Lord of the Rings with such fantasic scenery, atmosphere, and geographical diversity? A perfect setting for a tale as relevant today to our predicament as when JRRT wrote it when the enemy of Western Civilization was more clearly defined. But I digress.

The other thing that NZ has going for it is its wine-making industry, especially Kim Crawford Wines.

The 2004 Marlborough Sauvignon Blanc is exceptional and very different from California SBs. California SBs tend to be floral and a little syrupy, but the Marlborough is grassy and juicy and perfect as an apertif on a hot day (or night). And it is a great value at around US $15.

Although our motto is "ABC" (Anything But Chardonnay), Kim's 2004 Unoaked Marlborough Chardonnay is totally different than most California Chards that tend to taste the same no matter what the price point. This is lemony crisp and refreshing and goes down perhaps a bit too easy after walking the Lake Michigan shore in the early evening. :) And since it is not wooded, you don't have the taste of wine that may have been grown in an oak grove rather than in a vineyard. The price of this Chard is between US $10 and $15, again a super value.

So, kudos to Kim! I wonder if there is any truth to the rumor that hobbits tend his vineyards and elves stomp his grapes! That probably explains why his wines have won enough awards to fill a small phone book.

Thanks for blogging with me thus far. And as they say, don't drink and drive. You need to stick around to read more of my posts, I do plan to get back to contractual musings!

2005-06-11T07:53:00.000-04:00

Augie Busk (1906 - 1964). As explained in the post below, he taught me grace.
Posted by Hello

Of Clients and Grace

2005-06-11T07:01:00.000-04:00

Pondering my different clients over the last 25 years with the Company. Of course, my ultimate Client is the Company, but the live bodies that ask me for legal advice are my clients. And I can report that most are folks with intelligence and more importantly, common sense. They have an innate sense when to call me with a legal question as opposed to working out a business problem. But there have been a handful of folks who have caused me to want to dive under my desk when they have appeared in my doorway with a puzzled look.

These are my haunting clients, and they are of 2 kinds. The first kind is the client who needs to check with Legal anytime on anything, and the second kind is the client who has ordered (or paid for) the Empire State Building (or its equivalent), and then contacts Legal when the seller fails to deliver it at the appointed time. The former of the two will call me all hours of the day, whereas the latter will inevitably call me at 4:59 PM on the Friday before an upcoming vacation week.

Although one might be tempted to shove these clients aside, the smart lawyer will act with grace. The attribute of grace is one of my favorite positive human qualities. The word has various definitions. But to me it means pulling someone up rather than shoving them down when one is tempted to give them the heave ho.

I was exposed to grace early on, when as a small boy, my Dad (photo above) took me to the dentist. The parking lot behind the dentist's office was small and crowded that day, and after I emerged from what was doubtless another harrowing experience with the tooth butcher, Dad and I went back to our car to leave. As we were getting in, we were confronted by a lady who insisted that Dad had put a dent in her shiny new car parked right next to ours. We inspected the dent, which was substantial, but Dad's car was tan, and the paint around the dent was blue. Dad calmly pointed that out, but the lady's tone grew more strident. Rather than argue with her, Dad said "OK, I'm sorry if I've caused you any trouble, here's my name and auto insurance company." The lady went off in a huff (but not without me first politely telling her that I agreed with my Dad's assessment of the situation - which earned me a nasty remark from her), and Dad and I went home. That evening, the lady called and apologized. She had checked with her husband, and he was responsible for the dent. End of story.

The role of lawyers is not only to dispense legal advice; we have an obligation to counsel our clients. Lawyers don't make the best counsellors as a general rule, but when confronted with the 2 types of clients noted above, there is really no other choice. So take a deep breath, come out from under your desk, remember the times in your life when someone treated you with grace, and give it back.

I know your time is valuable, so thanks with blogging with me thus far.

Aside: "Magic is Real."

2005-06-05T07:57:00.000-04:00

What do contract lawyers read for fun? Williston on Contracts (4th Edition)? Or how about the well-received account of General Washington's exploits and expertise in 1776? Maybe a contracts lawyer should read these books, but this one doesn't!

Instead, this lawyer indulges in the urban fantasy of author Jim Butcher, writing about the adventures of Chicago's greatest wizard, Harry Dresden, the latest account of which is Dead Beat (ROC, 2005). Harry is a contemporary wizard living in Chicago where there is a lot of wierd supernatural stuff going down. In the 6 prior books (they are on my list of Summer reading), Harry helps the Chicago PD solve some of the more unexplained (and often gruesome) crimes in the City. In this book, he takes on some supernatural nasties trying to invoke a deceased wizard's spell to make the spellcaster into a minor god. In that endeavor, he is assisted by an Assistant Coroner, Butters, and early in the book Harry shares the following with him:

"Magic is real...There's an entire world that exists alongside the everyday life of mankind. There are powers, nations, monsters, wars, feuds, alliances - everything. Wizards are part of it. So are a lot of other things you've heard about in stories, and even more you've never heard of...Vampires, Werewolves, Faeries, Demons, Monsters. It's all real."

The concept of promise and reliance plays a big part among the supernatural entities in this book. If 2 wizards agree on a truce for a certain time period, for example, and one breaks his word, the wizard who didn't breach automatically gains substantial power from the wizard who did. I like this self-enforcing mechanism which visits justice upon the non-breaching party in a real and immediate way. (Wonder if I could introduce something like this in my contracts' Remedies sections? Hmmm.)

If you have an imagination (or would like to get one), I recommend this book for you (or you can start at the beginning of the series with Storm Front, next on my reading list). It's simplistic to say that the Harry Dresden books are Harry Potter books for adults, but this is true.

There are days when I believe that we would all be better off if these supernatural folks actually existed in our time and space in order to shake things up a bit. Perhaps somewhere there is hornbook on the law of contracts among Faeries.

Thanks for blogging with me thus far.

Aside: "The Abnormal is Not Courage"

2005-05-14T10:49:00.000-04:00

As the Tea Countess says, "Poetry is good for the soul." So, to help my few but hopefully loyal readers elevate their souls to the next level, I give you a Jack Gilbert poem that is also available at www.plagiarist.com (a legitimate open poetry site, so it may be reproduced in its entirety without negative repercussions):

The Abnormal Is Not Courage
The Poles rode out from Warsaw against the German
Tanks on horses. Rode knowing, in sunlight, with sabers,
A magnitude of beauty that allows me no peace.
And yet this poem would lessen that day. Question
The bravery. Say it's not courage. Call it a passion.
Would say courage isn't that. Not at its best.
It was impossible, and with form. They rode in sunlight,
Were mangled. But I say courage is not the abnormal.
Not the marvelous act. Not Macbeth with fine speeches.
The worthless can manage in public, or for the moment.
It is too near the whore's heart: the bounty of impulse,
And the failure to sustain even small kindness.
Not the marvelous act, but the evident conclusion of being.
Not strangeness, but a leap forward of the same quality.
Accomplishment. The even loyalty. But fresh.
Not the Prodigal Son, nor Faustus. But Penelope.
The thing steady and clear. Then the crescendo.
The real form. The culmination. And the exceeding.
Not the surprise. The amazed understanding. The marriage,
Not the month's rapture. Not the exception. The beauty
That is of many days. Steady and clear.
It is the normal excellence, of long accomplishment.

Continuing today's cultural theme, Tea Countess and I are off to the Symphony tonight to hear Mark O'Connor, a truly great contemporary American violinist. If you like strings, he is well worth a listen. (More on my passion for Blue Horses later.)

Thanks for blogging with me thus far.

CLIENTS: You May Need a New Contracts Lawyer if...

2005-05-01T20:24:00.000-04:00

Your lawyer doesn't paginate each page of your contract and preferably, Page 1 of X, Page 2 of X, etc. (Page numbers are only good common sense.)
Your lawyer writes your contract in a 2-column format. (A contract is not a newspaper.)
Your lawyer places a copyright notice anywhere in your contract. (Forms aren't protected by federal copyright law.)
Your lawyer writes your contract using a 1o-point font or lower. (The other party to your contract has eyes too.)
Your lawyer won't consider any changes to your contract. (Only the Ten Commandments were written in stone.)
Your lawyer won't give the other side the doc as an editable MS Word doc. (Why make the negotiation process easier or faster when your lawyer bills by the hour?)
Your lawyer thinks that Force Majeure is a big-time wrestling move. (This point is beyond the author's reasonable control.)
Your lawyer doesn't know the meaning of pacta sunt servanda. (About the only thing I remember from my college Latin class, along with aut bibat aut abeat and the fact that my Latin professor was kinda sexy. Too bad she shared her office with her husband, who taught Greek; their desks even faced one another!)
Your lawyer doesn't read this Blog. (Sorry, I couldn't resist.)

Today is law day. Unless your lawyer is guilty of the above (heck, even if he or she is), take your lawyer to lunch this week or drop him or her a note saying that you appreciate his or her efforts, patience with your incessant questions, cooperation with your impossible deadlines.

That's my fine print entry for today. Your mileage may vary!

I Stand Accused...

2005-04-24T08:55:00.000-04:00

of writing a boring Blog. Who except transactional lawyers should read a Blog on CONTRACTS?

Well, let's zoom up to the 100K foot level and consider the matter. On a macro scale, one can argue that a breach of contract has resulted in our human condition. If mankind through Adam and Eve (literally or figuratively, it doesn't matter) had not broken their contract with God and acquired the knowledge of good and evil, we would not now be fallen and have to contend with our own mortality. Zooming back to everyday life, on a micro scale, each day is full of contract formation: offer, counter-offer, acceptance, performance (or breach). Every incident of buying something and paying for it is a contract. If the Tea Countess cooks a grand dinner on the assumption that I will clean the kitchen afterwards (perhaps even the next morning), we have an implied contract with offer, acceptance, consideration and performance (and I'd better perform or face the consequences). :)

The law is flexible enough to regard contracts both in formal and informal ways. It is just as capable as dealing with a verbal agreement or part of an agreement written on a napkin as it is with a 50 page contract with recitals and the usual legalese. So, that is why this subject of CONTRACTS is not that esoteric after all. Now off to clean the kitchen!

Discouraging Hidden Fees in Consulting Contracts

2005-04-16T08:37:00.000-04:00

In the last several months, various States' Attorney General have launched investigations into insurance or financial consultants or brokers receiving hidden fees (sometimes euphemistically called override commissions, educational fees or referral fees) from the underwriters or mutual fund companies that the brokers refer customers to. In some cases, these fees are legal if disclosed to the client up front. But any way one slices the pie, they have the potential of tainting the consultant's or broker's advice to its client.

What can a contracts lawyer do to protect his client (the customer) in dealing with a broker or consultant? One strategy may be to insert the following express warranty in the contract:

"Consultant represents and warrants that in the event of any Consultant's referral of Customer to any third party to sell, license, or furnish hardware, software, services or other items to Customer, such referral shall not result in any such third party's payment to Consultant (or any partner, director, principal or affiliate thereof) of any monetary consideration, referral fee, finder's fee or anything else of value."

Where there is a warranty, there should be a remedy, right? So, what should the customer's remedy be if the consultant breaches this warranty? Some logical remedy language may be:

"For breach of the above warranty, Consultant shall promptly pay to the Customer the full amount (or cash equivalent) of the consideration received from the third party for the referral."

The customer's lawyer should also consider adding this scenario to the termination provision in the contract, i.e., allowing the customer to terminate the contract under these circumstances without affording the consultant any right to cure.

It is obvious that this warranty and remedy is of limited usefulness because while the consultant's front line personnel dealing with the customer may respect it, consultant's other personnel (perhaps in another office or the consultant's national headquarters) could secretly engage in this conduct. But if nothing else, this warranty and remedy puts the consultant's project manager on notice that the customer expects to receive full value for its consulting fee, untainted by any financial incentive to push the customer's business to a particular provider.

That's my "Fine Print" entry for now; hope it was helpful! (Legal notice and disclaimer).

To Podcast or Not Podcast, Perchance to Articulate?

2005-04-11T21:11:00.000-04:00

Practicing my podcasting and am not impressed with my broadcast voice; probably too late in life for voice lessons. So, won't quit my day job and become a famous legal podcaster but intend to practice some more and then give it a go. Perhaps a 10 minute summary of how to draft a decent software license agreement....Oh, if any of you would prefer another topic, leave a comment. Thanks.

A Primer on Drafting Software License Agreements

2005-04-07T10:33:00.000-04:00

Sometime ago I prepared a short piece on drafting Software License Agreements geared toward anyone who works with a doc of this sort, whether lawyer, layperson, or software user. It can be found here. Before you read this article (and perchance decide I'm full of stewed prunes), please see this Legal Notice and Disclaimer!

Confronted by (Contractually Adamant) Aliens!

2005-04-01T04:34:00.000-05:00

As I advised my analyst in an emergency call for help this morning, I was confronted by aliens from the Zeti Reticula star system during the early hours of this morning, April 1. They were little gray buggers in a nasty mood and represented themselves as the equivalent of our law professors, sent on a mission to Earth to investigate the rumored use of legalese. Rather than send their probes into various orifices, they decided to pursue a more insidious course, to probe me mentally, questioning my legal drafting expertise. The conversation (of course it was telepathic because Zeti Reticulans have no mouths per se) went something like this:

Alien 1 (he said that the best English approximation of his name was "Morty"): "We've been sent here to question your use of legalese."

CCB: "Well, I always believed that leases should be legal."(Note that telepathy is not perfect.)

Morty: "No, you idiot. I mean the fact that you don't make your contracts as easy to understand as you should. You still use words like therefor, aforementioned, abovestated, and therein. These words have no substantive meaning."

CCB: "I know, but I like to throw in these words once in a while. It reminds me of my legal drafting heritage: when lawyers used to be paid by the number of words in the contracts they drafted. And besides, the words are comparable to nuts and cherries on top of a hot fudge sundae."

Morty: "We must reject these absurd notions and know nothing about hot sundays with fudge. All contracts should be written for an average earthling audience of 6th graders."

CCB: "But my audience is full of distinguished business clients who have advanced to the 11th grade and even beyond! Why do I have to design my legal writing to the lowest common denominator?"

Morty: "Because we have observed that everything on Earth is best geared to persons with a 6th grade education- or less. Consider your cultural icons: Britney Spears for example."

CCB: "But that's the problem, Morty. If legal writing can only be understood by earthlings with a 6th grade - or less - education, then why bother with contracts in the first place? Just make notes on a paper napkin and have the parties initial them! Or better yet, have oral agreements with plenty of witnesses; our human trial lawyers will love that."

Morty was growing agitated as evidence by the twitching of one of his huge but hairless grey eyelids, so its superior, an alien claiming that the best English approximation of his name was "Bernie," took over:

Bernie: "We grow tired of your antiquated legal drafting philosophy. We have no choice but to use our plain writing mind ray to cleanse your brain of useless legal terms. Bend over."

CCB: "First, I need to see if you are worthy of cleansing my brain of legalese. Tell me the difference between therefor and therefore."

Bernie: "Ah ha, a trick, you vile earthing. There is no difference! Therefor is a typographical error for therefore."

CCB: "You are wrong, you insidious alien with a legal drafting deficit! Therefore, you have no right to use your cleansing ray on my contract drafting brain cells. Please remove yourselves to your spacecraft and never return, making no attempt to bother me again therefor!"

{Whereas, the aforementioned Morty and Bernie left the abovestated Earth in search of more pliable lawyers who draft contracts, who are undoubtedly abundant in one or more parallel universes, if any, created for the sole purpose of catering to the 6th-grade - or less - graduates residing therein.}

Actually, it wouldn't surprise me if these aliens return at some point to give me a rough time on my view of drafting contracts!

Aside: Hot Cross Buns

2005-03-22T20:17:00.000-05:00

Being Easter Week and all, I'm reminded by the Tea Countess (www.stilllifewithtea.com) that there is more to blogging than observations about contracts. So, here is our favorite recipe for Hot Cross Buns.

Letters of Intent: Unintended Consequences

2005-03-20T19:59:00.000-05:00

So, you're a business person and have concluded that you require a "Letter of Intent." You have a form for that which has been in the top drawer of your CFO's desk for years. All that is required are the buyer's and seller's signatures and everyone will live long and prosper.

Well, nothing strikes more angst in the psyche of this contracts lawyer as when a client requests a letter of intent. There is probably no more ambiguous legal term that is bandied about by a layperson. A seller asking for a letter of intent from a buyer usually expects that it will be legally-enforceable, despite the common absence of key risk-shifting terms inherent in any purchase of goods, i.e., warranties, indemnity, forum, controlling law, etc. A buyer giving the letter of intent is usually doing so only when requested by the seller to fix the quantity or price of the goods, perhaps the duration of performance and is surprised to learn that the letter may have created a legally-binding obligation to purchase the goods on the terms contained in the letter.

In my experience, both sellers and buyers should avoid letters of intent. Instead, take the extra time and pay your lawyer to prepare and negotiate a contract containing all the terms and conditions of the deal, not just a few of them. If you think that there is no time for this, just think about how many hours you will have to spend (not to mention legal fees) litigating a letter of intent when it turns out there was no meeting of the minds - the buyer regarded it as "advisory" only, or the seller regarded it as a" pre-contract" (and wager that a court will enforce an "agreement to agree") and is shocked when the buyer won't supplement the letter with any additional or different terms.

Read that EULA; Collect $$$

2005-03-19T13:25:00.000-05:00

End-User License Agreements (EULAs for short ) are carefully drafted but hardly ever read. But one lucky customer of eWallet software from Gain Publishing did that and collected $1K for his trouble. See www.pcpitstop.com/spycheck/eula.asp.

Reminds me of the time that I almost inserted Mary had a little lamb, its fleece was white as snow in a Philosophy 113 term paper at Hope College to see if someone would catch it, thereby irrefutably proving that my paper had been read before it was graded. I didn't succumb to the temptation, wanting instead to have a high enough GPA to get into law school. Can you say "Chicken"?

2005-03-19T09:29:00.000-05:00

Pondering Life at Lake Michigan
Posted by Hello

The first time!

2005-03-19T08:58:00.000-05:00

Well now I've done it; I am a blogger and I can rant and rave to my heart's content. I had a very modest web site but alas, no time to maintain it properly, so it is now no more, or as we say, archived. What will this blog consist of? My views on being a contracts lawyer. Perhaps some observations on the Information Technology law. What you won't find is a blow by blow account of each workday. I appreciate my weekly paycheck so won't share any employer-related observations. Perhaps I will write a fictionalized account about working in an in-house corporate Legal Department someday, but only about a half-dozen of you would find it interesting! I have to figure out how to customize this blog with a few pictures, add some links, etc. Ain't technology grand.