Insights

Analysis from the front lines of IP & technology law.

Our attorneys write about the developments shaping intellectual property — from the PTAB and the Federal Circuit to the practical realities of protecting fast-moving technology.

CommercialSupply of Goods and Services

The UCC Article 2 Sale of Goods: Formation, Warranties, Risk of Loss, and Remedies

Almost every business buys and sells goods, and almost none of them read the default rules that govern when their paperwork runs out. This article explains Article 2 as it actually operates. It covers scope and the goods-versus-services distinction that determines whether Article 2 or common law applies, then formation: the merchant rules, the statute of frauds and its exceptions, firm offers, and the battle of the forms under 2-207 that decides whose terms govern when a purchase order meets an acknowledgment. It works through express and implied warranties and the specific language required to disclaim them, limitations of remedy and the failure-of-essential-purpose doctrine that can void a carefully drafted cap. Later sections cover performance, the perfect tender rule and the right to cure, rejection and revocation of acceptance, risk of loss and delivery terms, excuse by impracticability, and the buyer and seller remedy structures, with a worked example, a drafting checklist, and an FAQ.

Casey Scott McKayAugust 26, 202329 min read

CommercialGeneral Commercial

Franchise Law Basics: The FTC Rule, the FDD, and State Registration

A franchise is not defined by what the parties call their relationship. Under the FTC Franchise Rule, three elements create one: a trademark license, significant control over or assistance with the franchisee's method of operation, and a required payment of at least five hundred dollars in the first six months. Businesses that never intended to franchise create franchises constantly through licensing programs, dealer networks, and multi-unit expansion arrangements, and the consequences include federal enforcement, state registration violations, and in some states a private right of rescission. This article explains the definition element by element, walks through the twenty-three items of the Franchise Disclosure Document and which ones matter most, and covers the timing rules that govern when disclosure must occur. It then addresses the state layer: registration states, filing states, exemptions, and the franchise relationship statutes that restrict termination and nonrenewal without good cause and that void contrary choice of law and forum provisions. Sections on the accidental franchise and how to avoid it, business opportunity statutes, joint employer exposure, and the franchisee's side of the transaction follow, with a compliance checklist, a worked example, an FAQ, and related reading.

Casey Scott McKayAugust 19, 202325 min read

Real EstateEnvironmental

Environmental Liability for Businesses and Property Owners: CERCLA, RCRA, and Diligence

Environmental liability is strict, joint and several, and retroactive, which means a business can be responsible for contamination it did not cause, did not know about, and that was lawful when it occurred. This article explains the regimes that produce that result and the defenses that limit it. It covers CERCLA in detail, including the four categories of potentially responsible parties, the arranger and operator theories that reach beyond the current owner, and the landowner defenses that depend entirely on having conducted all appropriate inquiries before acquisition. It then covers RCRA's generator obligations and corrective action authority, its citizen suit provision, and the Clean Water Act and Clean Air Act obligations that most often surprise ordinary operating businesses. Later sections address transactional diligence and allocation, brownfields and state voluntary cleanup programs, environmental insurance, successor liability, and emerging contaminants including PFAS.

Casey Scott McKayJuly 14, 202325 min read