Business Law

I help clients understand the many legal areas that come up in running a business, such as deciding whether to form a corporation or other legal entity, dealing with hiring or firing employees, contracts, and other everyday business matters. I can act as a kind of legal help desk for small businesses, but one where you get the same person that you know and trust every time. If you want to get on the phone or email to talk about your business and see if we are a good attorney-client fit, feel free to give me a call or email.

A Short Guide To NDAs/CDAs (6/4/2019) - Nondisclosure Agreements, or "Confidential Disclosure Agreements" as they are sometimes called (biotech companies seem to prefer the "CDA" designation), are some of the most common types of business contracts. Although they are often signed with only a cursory review, each one should involve as much review and reflection as any other contract. This is because each NDA could be the basis of a trade secret lawsuit. Trade secrets require "reasonable efforts at secrecy", and NDAs are a primary method of maintaining that status. Each NDA or CDA has its own language, and I would recommend… continue reading
Having Your Terms of Service Not Be Meaningless, Pt 2: Do Not Make Them “Changeable at Any Time” (6/3/2019) - This is part two of two posts about how to make your website's terms of service an enforceable contract. Part 1 was about getting user consent. This one is about making sure that your ToS isn't an "illusory promise". What is an "Illusory promise"? In order to form a contract, each side has to promise something: to do something, or not to do something. If the a party really isn't obligated to do anything, then that's an "illusory promise". An illusory promise can void an entire contract. One way this can happen with online businesses… continue reading
Ensuring Your Terms Of Service Is Not Meaningless, Pt 1: The Click of Assent (6/3/2019) - Two important principles of contract law for terms of service are "meeting of the minds" and "illusory promise". Those phrases may sound a bit meaningless, legal, and abstract. However, each one holds a common pitfall that can void an entire website's terms of service – as if it didn't exist at all. continue reading
Profile of My Law Practice in California Lawyer Magazine (2/10/2015) - California Lawyer magazine did an article on virtual law firms this month, happy to have been one of the attorneys that they did a profile on. Click the image to read this post, and then you can see this link to it. continue reading
New California Website “Do Not Track” Law Goes Into Effect January 1, 2014 (11/26/2013) - California already has a law requiring that website operators provide a privacy policy describing what personally identifiable information is collected, how it is shared, and how users can view and update the information, and the effective date.1 Starting at the beginning of 2014, there is now an addition that privacy policy law, which requires that commercial website operators also: (5) Disclose how the operator responds to Web browser “do not track” signals or other mechanisms that provide consumers the ability to exercise choice regarding the collection of personally… continue reading
Don’t Make Your Terms of Service Changeable At Any Time (4/18/2013) - Anyone providing services on the internet should check their terms of service to ensure that the terms of service aren't amendable at any time.  This is especially true after last year's court ruling that the Zappos' user agreement was not valid because it could be changed at any time.  This makes the terms of service an "illusory promise" between the parties.  It's sort of like saying "I'll paint your house for $200, although I may change that price at any time."  Not especially fair. If you need to change your terms of service, make sure your… continue reading
Negotiations: Dealing With Lawyers (4/18/2013) - Generally speaking, I don't really like negotiating with lawyers, mostly because I feel it just isn't that productive.  Business people are much more focused on getting deals done, which is ultimately more rewarding.  A good ending to a contract negotiation almost invariably has to include a compromise where both sides have to make tradeoffs between business and legal factors, and that usually happens best inside the mind of the businessperson, not the attorney.  I think attorneys also often want to get the legalese just right, the way they want it, without enough attention to the… continue reading
Dealing With Pre-Existing Copyrightable Contractor Work Product (11/19/2012) - Fairly often a contractor will create a customized version of something for a client based on a template: a customized version of a software program, a customized presentation or publication. In that situation, the contractor usually wants to be able to use the template again, but the client wants to feel like they own the work product. A common way to address this situation is to define terms for the contractor's previous work product, and for the customized work product. For the previous work product, the contractor grants a license but retains the copyright. For… continue reading

  1.  California Bus. & Prof. Code §22575 et seq.