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Fucking Sue Me

pud.com

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Re: Fucking Sue Me

#141

Post by cookiecaper »

tomkarlo wrote: post #133
cookiecaper wrote: post #89

Earlier quoted context omitted.

It is never right to proffer a deal that you know to be unfair to another party.

You're presuming that it's possible to determine that, but generally it isn't. Generally, I know what's fair for _my business_ and it's the responsibility of the other party to determine what's reasonable for them. Different parties will each have their own evaluation of a contract term - I may view something as a major risk and want protection, while the counterparty doesn't view it as likely and is happy to give th…

It's not your job to anticipate all of the needs of the other party, but you should offer something that seems like it would be reasonably acceptable to each party. You shouldn't offer a contract you know to be "heavily biased" to the author -- you should write up a contract that details a deal you consider reasonable and fair and a deal you believe that the other party will find reasonable and fair, and further negotiations can flow freely. If you offer a deal you know to be unfair and the other party executes it, you should understand that they probably do not understand the terms or do not feel they have an option except to execute it, and that's exploitative. You can't really just shrug it off by saying, "Well, if they accepted it, they must think it's a fair and even-handed deal!" That's not realistic.

Quoth John Taylor, third President of the Mormon Church:

"It is a common thing among a certain class of men to say I made a splendid trade to-day with Brother So-and-So. But did Brother So-and-So make as good a trade out of you? If he did, all right. But if you, because you happen to be a little smarter, or shrewder on a trade than your brother, have got the better of him, it is not all right, it is all wrong, and I do not think it a credit for a man to be possessed of that kind of smartness. I do not think it a credit to anybody to want something which belongs to somebody else."

Re: Fucking Sue Me

#142

Post by chopsueyar »

grellas wrote: post #100

Contract reviews done by lawyers need to follow good-sense guidelines. Some contracts are routine and don't need any form of customizing. The review in such cases is minimal and can even be skipped if the routine nature of the contract is obvious or if the entrepreneur is seasoned enough to identify a clean situation without lawyer help. Most such routine contracts cover simple cases, such as a simple nda or a recurr…

Of course, there is also the issue of weasel language and its nasty impact

Can you give some hypothetical examples of this?

Re: Fucking Sue Me

#143

Post by tomkarlo »

cookiecaper wrote: post #141
tomkarlo wrote: post #133

Earlier quoted context omitted.

You're presuming that it's possible to determine that, but generally it isn't. Generally, I know what's fair for _my business_ and it's the responsibility of the other party to determine what's reasonable for them. Different parties will each have their own evaluation of a contract term - I may view something as a major risk and want protection, while the counterparty doesn't view it as likely and is happy to give th…

It's not your job to anticipate all of the needs of the other party, but you should offer something that seems like it would be reasonably acceptable to each party. You shouldn't offer a contract you know to be "heavily biased" to the author -- you should write up a contract that details a deal you consider reasonable and fair and a deal you believe that the other party will find reasonable and fair, and further nego…

"It's not your job to anticipate all of the needs of the other party, but you should offer something that seems like it would be reasonably acceptable to each party."

I don't agree that it's possible to know what would be "reasonably acceptable" to the other party when I don't know the inside details of their situation. I'm not their lawyer. Should an agreement be commercially reasonable? Of course. But there's a gulf between that and "reasonably acceptable."

Re: Fucking Sue Me

#144

Post by ChuckMcM »

grellas wrote: post #100

Contract reviews done by lawyers need to follow good-sense guidelines. Some contracts are routine and don't need any form of customizing. The review in such cases is minimal and can even be skipped if the routine nature of the contract is obvious or if the entrepreneur is seasoned enough to identify a clean situation without lawyer help. Most such routine contracts cover simple cases, such as a simple nda or a recurr…

It took me a while to learn how to talk to lawyers.

It is always wrong to ask a lawyer 'What do you think?' of a contract, they will always have different ways of saying what it says, covering different contingencies.

The right question is "What rights does this give me and the other guy?" followed by "What is my financial exposure?"

As an entrepreneur you probably want to leverage your work and sell it to multiple clients so a contract clause that prevents derivative works might be bad. If a contract clause asks you to indemnify someone else, you need to understand if they are going to be sued and for what.

A friend of mine once sagely said to me 'Errors and Omissions insurance is cheaper than a lawyer.' which was basically use insurance and good business ethics to keep your financial risk of being sued low.

That being said, you should read all contracts you are asked to sign. If they are full of a lot of distasteful clauses you can always just say 'no thanks.'

Re: Fucking Sue Me

#145

Post by adriand »

cookiecaper wrote: post #141
tomkarlo wrote: post #133

Earlier quoted context omitted.

You're presuming that it's possible to determine that, but generally it isn't. Generally, I know what's fair for _my business_ and it's the responsibility of the other party to determine what's reasonable for them. Different parties will each have their own evaluation of a contract term - I may view something as a major risk and want protection, while the counterparty doesn't view it as likely and is happy to give th…

It's not your job to anticipate all of the needs of the other party, but you should offer something that seems like it would be reasonably acceptable to each party. You shouldn't offer a contract you know to be "heavily biased" to the author -- you should write up a contract that details a deal you consider reasonable and fair and a deal you believe that the other party will find reasonable and fair, and further nego…

> But if you, because you happen to be a little smarter, or shrewder on a trade than your brother, have got the better of him, it is not all right, it is all wrong, and I do not think it a credit for a man to be possessed of that kind of smartness.

Actually, the best kind of deal is the one where each person believes they got the better of the other. To borrow an example that is not my own, suppose two people are arguing over who should have an orange. An arbiter who insists on fairness cuts the orange in half and gives each of them one half. The first person promptly peels his half and eats the orange segments, throwing away the peel. The other person peels his half and uses the peel to bake a cake, throwing away the segments.

You can imagine that if each person got his way, each would feel he had the better of the other, and yet, both would be fully satisfied.

Re: Fucking Sue Me

#146

Post by [deleted] »

fleitz wrote: post #70
shawnee_ wrote: post #48

The lesson here: it was 1998. "The industry" was still a little fledgling, so the legal territory was still largely unchartered. But it grew into an ugly duckling, quickly. Sent the contract to my lawyer. She marked it up, sent it to the client. Then the client marked it up and sent it back to my lawyer. And so on, back and forth for almost a month. Garbage in, garbage out. During the "ugly duckling" phase, the legal…

Why would a coder ever be held responsible for something not specified in the requirements doc? If people wanted Y2K compliant software in the 70s and 80s they should have specified it. As for multibillion dollar valuations, what's wrong with the valuations on MSFT, AAPL, GOOG? If you think the PE is crazy on LNKD, just short it. As for what VCs are willing to invest for particular companies those investments are mor…

[deleted]

Re: Fucking Sue Me

#147

Post by SomeCallMeTim »

epo wrote: post #111
SomeCallMeTim wrote: post #6

I still show my contracts to my lawyer, and sometimes really fight for certain clauses, but I'm realistic: Sometimes having a signed contract is more important to me than certain categories of unlikely risk mitigation. If you have the luxury of leverage -- the ability and willingness to walk away if the contract isn't perfect -- then yes. Hammer it out to protect your interests. But if the contract is critical to the…

My experience is that the people who jerk you around with contracts are usually bad payers. If it's a bad contract then the prospect of income is very uncertain. Business ultimately relies in trust, if they give you a poor contract then it is a strong reason not to trust them over anything.

I went back and forth with one client for about five months on a contract worth about $300k.

They actually started PAYING me on milestones well before the contract was signed. We didn't nail down a final version until just before the last milestone payment.

They paid in full, no delays -- they even paid extra for when they wanted additional changes out of scope. In my industry (games), it's actually quite common to start work on a contract before it's signed.

They were a rather large company, granted. But yes, don't DO a lot of work for someone you neither trust nor have a solid contract with.

If the contract allows them to weasel out of giving you any money at all after you've put significant time and resources into it, then that would be qualify as "I sometimes really fight for certain clauses". Ownership of IP is another critical nonnegotiable for me: If I have a library that I own and I'm using it in someone's product, it's going to be spelled out in the contract that I still own it (work for hire notwithstanding), or I'm not signing.

But if you're talking about unbalanced boilerplate legalese (nonreciprocal indemnification or nondisclosure, or clauses that otherwise aren't ideal according to your legal counsel), then I still agree with the article.

Re: Fucking Sue Me

#148

Post by gnu6 »

rprasad wrote: post #33
gnu6 wrote: post #23

Earlier quoted context omitted.

It's so easy to incorporate it should always be done. I assume when someone starts working with that kind of money and has knowledgeable lawyers advising them that they'll be told to do that.

Incorporating without sufficient capital makes it almost trivial to "pierce the veil" of incorporation and go directly after the company's owners.

That seems somewhat backward, because it would discourage those with limited assets from starting businesses and trying to improve their situation.

Re: Fucking Sue Me

#149

Post by westicle »

JoeyDoey wrote: post #86

Remember watching a vid (1) where Pud explicitly mentioned his mom being said lawyer and his dad (as mentioned in the article) being the entrepreneur. Wonder why he left that out this time. I certainly enjoyed the dichotomy know who his folks were and what role each played. (1) http://vimeo.com/25489184

Certainly puts things in a different perspective.

His mother tanked the first deal? So his father told him to fire her? I'd love to be a fly on the wall at that family christmas.

Re: Fucking Sue Me

#150

Post by georgieporgie »

willyt wrote: post #108
grellas wrote: post #100

Contract reviews done by lawyers need to follow good-sense guidelines. Some contracts are routine and don't need any form of customizing. The review in such cases is minimal and can even be skipped if the routine nature of the contract is obvious or if the entrepreneur is seasoned enough to identify a clean situation without lawyer help. Most such routine contracts cover simple cases, such as a simple nda or a recurr…

Why aren't there more standard contracts for the situations described in the article? E.g Construction contracts are generally standard documents with very well documented procedures in the UK even with large (say £50M+) contract sums. But this seems to be an exception, not many other industries do this. I wonder why?

Does this help?

http://www.nolo.com/products/a-legal-guide-to-web-&-soft...

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