Legal 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.
Failed Software Implementations: Contract, Fraud, and Warranty Claims When an IT Project Goes Wrong
When an ERP, CRM, or other enterprise software project runs years late and millions over budget, the customer and the integrator usually end up arguing about the same short list of questions: which body of law governs, whether the breach was material, what the warranties and remedy limits actually say, and whether a fraud claim can escape the liability cap. This article explains each question in plain English and then gives the practitioner detail, using the cases that shaped the field, including Advent Systems v. Unisys, State of Indiana v. IBM, Metropolitan Life v. Noble Lowndes, the Hertz v. Accenture rulings, and the economic loss cases from Michigan, Wisconsin, California, and Florida. It walks through the anatomy of a failed project from the sales pitch to the termination letter and shows which documents at each stage become evidence. It covers the UCC predominant purpose test, express and implied warranties and their disclaimers, failure of essential purpose, the direct-versus-consequential damages fight over re-implementation costs, gross negligence and willful misconduct carve-outs, integration and non-reliance clauses, and the rarely successful theory of IT professional negligence. It also addresses exit issues, including transition assistance, source code escrow, data return, and ownership of custom code, along with damages proof, project records, experts, limitations periods, and arbitration. An extended worked example, common mistakes, an FAQ, and practical takeaways for both customers and vendors close the article.
Art Law and Cultural Property: Title, Provenance, Moral Rights, and Repatriation
Art law is a collision of ordinary commercial law with objects that are unique, portable, easily faked, frequently stolen, and sometimes sacred. This article explains why a thief cannot pass title and what that means for a museum holding a work for eighty years, how limitations and laches actually resolve stolen art claims, the special regime for Nazi-era looted art and the sovereign immunity exception that reaches foreign museums, the moral rights of attribution and integrity that survive the sale of a work and constrain the owner of a building, authentication and forgery disputes and why experts stopped opining, consignment and auction practice, and the criminal and repatriation regimes governing cultural property and Native American remains.
Nonprofit Formation and Governance Toolkit
Forming a nonprofit is a sequence in which the early decisions constrain everything that follows, and most of them are made by someone filling in a state form without knowing what the form decides. The articles that omit a dissolution clause fail the organizational test. The board of founders and their relatives cannot approve a compensation decision defensibly. The streamlined exemption application produces a determination letter based on attestations that provide almost no protection. This toolkit runs the arc from the threshold question of whether to form at all through the annual governance cycle: fiscal sponsorship as an alternative, entity and state selection, the articles and bylaws, the initial board, the exemption application, state registrations, and then the governance, compensation, unrelated business income, and reporting obligations that keep exemption alive.
Juvenile Justice: Delinquency Proceedings, Transfer to Adult Court, and Records
Juvenile court was built on a promise that turned out to be half kept: informal proceedings in the child's interest, in exchange for fewer rights. The Supreme Court corrected the worst of that in the 1960s and has since built a separate constitutional doctrine holding that children are different for sentencing purposes. This article explains how a delinquency case actually moves from police contact through intake, detention, adjudication, and disposition, what rights a child has and which one they still lack, how a case gets transferred to adult court and why that decision matters more than the verdict, status offenses and the school-to-court pipeline, and how juvenile records follow a person despite the promise that they would not.
Responding to a Grand Jury Subpoena: A Practical Guide for Companies and Executives
A grand jury subpoena is the broadest compulsory process in American law, and the window for responding well to one is measured in days. The recipient must preserve immediately, determine whether the company is a target, subject, or witness, negotiate scope with a prosecutor who expects to be engaged rather than fought, and manage the divergence between the company's interests and those of its employees. This guide runs the response in the order the clock requires, from the first hour through production, privilege review, and testimony. It covers the constitutional asymmetry that leaves corporations without a Fifth Amendment privilege while individuals retain one, the obstruction exposure that destroys more companies than the underlying conduct, and the practical decisions about counsel, cooperation, and disclosure that shape everything after.
Community Supervision Toolkit: Conditions, Modification, Violations, and Early Termination
A working kit for community supervision. Section A compares probation, parole, and supervised release and maps what each revocation produces. Section B holds the compliance file templates: a contact log, a payment ledger, and a test record. Section C holds communications: a same day problem notice, a self report before a test, a travel request, a records demand, and a confirmatory test demand. Section D holds motions: modification, condition challenge on vagueness overbreadth and delegation grounds, and early termination. Section E holds the revocation hearing package including a Bearden financial showing and a disposition plan. Section F holds letters for employers and providers to write. Section G collects the primary authorities.
Using Letters of Credit in Commercial Transactions
A letter of credit is a bank's independent undertaking to pay against documents, and its entire commercial value comes from that independence: the issuer pays if the paperwork conforms, without regard to whether the underlying contract was performed. Two very different instruments share the name—the commercial documentary credit, which pays the seller in a goods transaction against shipping documents, and the standby, which functions as a substitute for a guarantee and is drawn only when something has gone wrong. Both are governed by a layered set of rules that includes UCC Article 5, the applicable ICC practice rules, and the terms of the credit itself, and disputes turn almost entirely on document examination rather than on the merits. This guide covers the structures, the drafting decisions that determine whether the beneficiary can actually draw, and the mechanics of presentation, discrepancy, and dispute.
Preference and Fraudulent Transfer Claims: When a Trustee Claws Back What You Were Paid
Getting paid by a customer who later files bankruptcy is not the end of the story, and a demand letter arriving two years afterward asking for the money back is a routine event that catches most businesses by surprise. Preference law lets a trustee recover payments made in the ninety days before a filing so that similarly situated creditors share equally, and fraudulent transfer law reaches back much further to undo transfers that were either intentionally evasive or simply not paid for. This article explains the elements of both, works through the defenses in the order a defendant should actually assert them, and covers who can be sued under the recovery provisions and which transferees escape. It also addresses the transactions that generate the largest claims—leveraged buyouts, upstream guaranties, dividends, and Ponzi scheme payouts—and the record-keeping habits that make these cases cheap to defend.
Secured Transactions Under UCC Article 9: Attachment, Perfection, and Priority
Article 9 governs every transaction that creates an interest in personal property to secure an obligation, and it decides who gets paid when a business fails. This article explains the system in the order it actually operates. It covers what counts as collateral and how classification drives everything downstream, the three requirements for attachment, and the perfection methods that make a security interest good against the rest of the world, including the filing rules where a single error in the debtor's name can void a lien. It then works through priority: the basic first-to-file-or-perfect rule, the purchase money superpriority and its strict timing requirements, the buyer-in-ordinary-course rule that lets inventory move, and the special regimes for deposit accounts, investment property, and fixtures. Sections on proceeds, default and repossession, commercially reasonable disposition, and deficiency judgments follow, with a worked example, a filing checklist, an FAQ, and related reading.
Digital Assets in Estate Planning: RUFADAA, Cryptocurrency, and Online Accounts
A modern estate contains assets that no probate court can order transferred, because they exist only as entries on servers governed by contracts the decedent clicked through and never read. The Revised Uniform Fiduciary Access to Digital Assets Act, adopted in nearly every state, resolves the access problem by creating a priority scheme in which an online tool provided by the platform beats the will, which beats the terms of service. Cryptocurrency held in self-custody presents a different and harsher problem: there is no custodian to compel, and a private key lost at death is value destroyed permanently rather than merely inaccessible. This article covers the legal framework for fiduciary access, the practical mechanics of inventorying and transferring digital property, the drafting language that actually works, and the security discipline that keeps a plan from becoming a theft vector.
Doctrine of Equivalents Toolkit: Claim Charts, Estoppel Histories, and Ensnarement Analyses
This toolkit gives litigators and prosecutors working papers for a doctrine of equivalents dispute, ready to copy and adapt. It includes an element-by-element equivalents chart, an estoppel history table, a Festo rebuttal memo, a disclosure-dedication worksheet, an ensnarement and hypothetical claim workup, an expert declaration outline, and a Rule 50 motion. It adds contention language, a summary judgment skeleton, cross-examination questions, jury instructions and a limitation-specific verdict form, and a clause bank for prosecution remarks. Each template states its purpose, owner, and timing, and is followed by drafting notes tied to authority. A single hypothetical runs through the papers so you can see how they connect.
Arbitration, Mediation, and Choosing a Dispute-Resolution Forum: A Practical Guide
When a dispute arises, the courtroom is only one of several roads, and often not the best one. This decision guide compares litigation, arbitration, and mediation across the axes that actually drive the choice: cost, speed, privacy, discovery, appealability, and—above all for cross-border deals—enforceability. It explains how the Federal Arbitration Act and the New York Convention make arbitration final and globally enforceable, why Concepcion and Epic Systems reshaped consumer and employment contracts, how mediation confidentiality works and where it breaks, and how mass arbitration turned a cost-control tool into a liability. It closes with a forum-selection framework, worked hypotheticals, drafting guidance, and an FAQ. It is the practical companion to our deeper guides on arbitration mechanics and provider rules.