Category Archives: Business Transactions

The Wisconsin Supreme Court Issues Another Ruling Important to the Real Estate Industry in Wisconsin.

In Ash Park, LLC v. Re/Max Select, LLC, the Wisconsin Supreme Court upheld a ruling awarding a real estate company a broker’s commission of $378,000.00 even though the buyer procured by that company could not follow through and consummate the sale. The basic facts of the case are fairly straightforward.  Ash Park entered into a one-party listing contract with Re/Max relative to a parcel of vacant land.  Re/Max would earn a six percent commission on the purchase price if Ash Park sold or accepted an offer which created an enforceable contract for the sale of all or any part of […]

The Wisconsin Supreme Court Clarifies the Law Regarding Rights of First Refusal.

One method of securing the right to acquire property involves a mechanism commonly known as a right of first refusal (ROFR).  A ROFR typically provides that if a seller receives an offer from a third party to purchase the property and the seller wishes to accept the offer, the seller must first give the holder of the ROFR the chance to buy the property, typically on the same terms and conditions set forth in the offer coming from the third party. The ROFR is often related to some other interest held by the potential buyer.  A tenant might have negotiated […]

Ongoing Employment is Adequate “Consideration” to Make a Non-compete Agreement Binding in Wisconsin.

Last fall [we are back after a long and busy winter] we touched on an issue important to employers and employees dealing with non-compete agreements.  That issue was whether or not continued employment was sufficient consideration to support a covenant not to compete. By way of background, there is a basic rule of contract law that requires an agreement to be supported by sufficient consideration to be binding. The idea of “consideration” refers, generally, to some legal benefit or something of value given in exchange for a promise to be bound by contract. In other words, the party agreeing to be bound […]

Enforcing a Non-Compete – No Signature No Problem?

A recent legal opinion from a Texas Court of Appeals generated some legal buzz because of its ruling on the enforceability of a non-compete.  The Court upheld a restrictive covenant even though the employee never actually physically signed the document. In reaching its decision, the Court really touched on two important legal issues surrounding non-competes. We can use the Texas case to highlight those two interesting issues and evaluate whether or not the same thing could happen in Wisconsin. The case is Cameron Int’l Corp. v. Guillory, 2014 Tex. App. LEXIS 10767, 9-11 (TX App., 1st Dt., 2014), and involved an employee of an […]

Software Licensing – Yes, You Can Negotiate –
Here is The How and The What.

One of the functions of this blog is to address issues that arise with some frequency in practice, or those that arise from time to time with frustrating results.  Enter the acquisition of major software licenses or IT systems that play a large role in the operation of a business.  The majority of negotiations concerning software licenses or information technology related agreements (“Software Agreements” for this note) start with the vendor’s pre-printed terms and conditions or the standard “form” agreement. Both sides are afraid to negotiate.  Customers (or licensees) wrongly think that they must sign the standard contract presented or do […]

The Internet of Things is Coming – Are You Ready?

At this point I think most people of heard the notion of the Internet of Things (IoT) somewhere along the way.  If not, now is the time.  The IoT is a network of physical objects accessed and technologically interconnected through the Internet.  The objects contain embedded technology allowing them to interact with each other and various aspects of their external environment.  One benefit of this technology is that when objects can send and receive data and information, they can be controlled remotely and set to operate with maximum efficiency.  The data they collect, send and receive can be very valuable. […]

Thinking of Texting Your Legal Notice? LOL.
Please Contact an Attorney.

Calling “do-it-yourself” legal documents and related services popular is a gross understatement.  While hiring lawyers is something that most try to avoid at all cost, the bottom line is that everyone has a need for legal services at some point in time.  The unfortunate reality is that lawyers spend as much or more time (and people end up spending more money) fixing problems that could have been avoided in the first place as they do helping things get off on the right foot at the beginning. Once in a while a dispute makes its way through the court system and we get […]

Bad Reviews. . . . Both Businesses and Consumers May
Have Something to Yelp (literally) About.**

Before the relatively recent explosion in popularity and use of social media, consumers were relatively limited in terms of the channels that they could use to voice displeasure with a business.  Stories of dissatisfaction or poor customer service complaints made it to immediate friends, family and co-workers, perhaps, but not much farther.  Now platforms such as Facebook, Twitter, Yelp and others empower consumers by allowing them to broadcast their experiences – good or bad – far and wide. Naturally, businesses appreciate positive reviews but hate to have negative experiences broadcast to the masses. They would likely prefer that critics remain silent […]

Full Disclosure: Here is what you need to know
about Non-Disclosure Agreements.

For many new and emerging businesses an idea is their most valuable asset. To turn that idea into a money generating business operation, they will have to share it with other people and organizations. For example, they will disclose it to potential investors, consultants, partners, counselors and anyone else that might help the company get off the ground and succeed. Many people, and most entrepreneurs, have heard of non-disclosure agreements and are vaguely familiar with their purpose and function. There are hundreds if not thousands of non-disclosure agreement documents that can be downloaded online for free or for a fee […]

Is Continued Employment Adequate “Consideration”
to Make a Non-compete Agreement Binding?

Both employers putting non-compete agreements in place and employees who hope they might be able to avoid the enforcement of such an agreement bring up this issue frequently. Fortunately, it looks like the Wisconsin Supreme Court will give further direction on the matter. For background, there is a basic rule of contract law that requires an agreement to be supported by sufficient consideration to be binding. The idea of “consideration” refers, generally, to some legal benefit or something of value given in exchange for a promise to be bound by contract. In other words, the party agreeing to be bound […]