Contract Law includes the following types of cases and many more: Real Estate, Contractor Agreements, Auto Purchases, Bio-tech & Pharmaceutical Agreements for each phase of development, Non-Compete, Non-Solicitation and Confidentiality Agreements.
A real estate purchase agreement or contract of sale
contains many terms and conditions of sale. Real estate contract law
forms obligations that the law will enforce. If the seller or
buyer fails to comply with the terms or conditions, such as
the seller failing to provide clear title to the property, that
party is said to have breached or defaulted on the
agreement, and the other party may have a legal claim against the
breaching party. The law provides remedies if there is a breach of
real estate contract, methods to cancelling a real estate contract,
and recognizes the performance of an obligation noted in a contract
as a duty. Contracts arise when a duty does or may come into
existence, because of an obligation made by one of the parties. To
be legally binding as a contract, an obligation must be exchanged
for adequate consideration. Adequate consideration is a benefit or
detriment which a party receives which reasonably and fairly induces
them to make the obligation/contract. For example, obligations that
are purely gifts are not considered enforceable because the personal
satisfaction the grantor of the obligation may receive from the act
of giving is normally not considered adequate consideration.
A contract may be
breached in whole or in part.
Statute of Frauds: It is always best, although not always
required, to have a contract in writing. Nearly all states have a
law called the Statute of Frauds that lists the types of contracts
that must be in writing to be enforceable. The purpose of these laws
is to prevent fraudulent claims from arising.
purchaser or lessee of a motor vehicle has various rights under both
state and federal law if the vehicle does not perform as provided
under an express warranty. Warranty law can be complex, and it is
impossible to describe comprehensively all of the law in a brief
space. The following comments briefly explain the Song-Beverly
Consumer Warranty Act and what is popularly known as the "Lemon
Law." The Song-Beverly Consumer Warranty Act (beginning with Civil
Code section 1790) provides protection for consumers who lease or
buy new motor vehicles. The law requires that if the manufacturer or
its representative in this state, such as an authorized dealer, is
unable to service or repair a new motor vehicle to meet the terms of
an express written warranty after a reasonable number of
repair attempts, the manufacturer is required promptly to replace
the vehicle or return the purchase price to the lessee or buyer. The
purchase price that must be returned includes the price paid for
manufacturer-installed items and transportation but does not include
the price paid for nonmanufacturer items installed by the dealer. The lessee or buyer is completely free to choose whether to accept a replacement or a refund. Whatever the choice, the manufacturer is also responsible to pay for sales or use tax; license, registration, and other official fees; and incidental damages that the lessee or buyer may have incurred such as finance charges, repair, towing, and rental car costs. Song-Beverly does not apply if the problem was caused by abuse after the vehicle was delivered. Be sure you follow the terms of the warranty for maintenance and proper use of the vehicle. Although there is a four-year statute of limitations to bring a lawsuit for breach of warranty or for violations of Song-Beverly, you should act promptly to try to resolve the problem fairly and quickly without legal action if possible.
Back to Top
Biotechnology and Pharmaceutical Licensing
- The major objectives of pharmaceutical and biotechnology businesses are to be the first on the market with new therapeutic entities, achieve maximum market penetration, have freedom to operate, and create barriers to competition. The success of biotechnology companies today depends on their ability to transfer biotechnology and intellectual property rights for value, and establish strong partnering relationships. Licensing, with its flexibility and inclusion of provisions pertaining to improvements and patents, is uniquely suited to facilitate biotechnology transfers.
Licensing biotechnology innovations is by necessity complex. Parties with differing expertise need to deal with one another on multiple, complex levels simultaneously and for mutual benefit. The biotechnology market is segmented into those who create tools and technologies and those who develop and commercialize products using those tools and technologies.
RON KIM LAW has successfully represented clients as licensors and licensees.
Confidentiality, Non-Solicitation and Non-Compete Agreements.
Under a confidentiality agreement, an employee agrees not to use or disclose confidential or proprietor information without the employer's authorization. Confidentiality agreements offers several advantages. They are valid in all fifty states. Few employees object to signing confidentiality agreements. There is no requirement that any limitation be placed upon how long a confidentiality agreement may last, or over what geographic range it is enforceable. Employees may be legally bound to a confidentiality agreement not only after their employment terminates but forever into the future, and anywhere they may go.
This means that the confidentiality agreement is, often, merely the first step in protecting an employer’s proprietary information. For example, where an employer desires to keep an employee from using confidential information about its customers to later solicit those customers on behalf of a new employer, the employer should seek an agreement expressly prohibiting such solicitation, in addition to confidentiality agreement. This is known as a non-solicitation agreement.
A non-solicitation agreement is a contract in which the employee expressly agrees that he/she will not solicit the customers and/or employees of his/her present employer on behalf of any future employer. Non-solicitation agreements have the advantage of directly controlling the prohibited conduct and not merely the use or disclosure of information. If an employee leaves his/her employer, joins a competitor, then solicits the former employer's customers on behalf of the competitor, the contract is violated, regardless of whether any confidential information was used or disclosed. Similarly, if an employee has agreed not to solicit his/her fellow employees on behalf of another, then the employee joins a competitor and talks other employees into also defecting to the competitor, an agreement not to solicit employees has been violated. Non-solicitation agreements leave little doubt about the conduct forbidden by the agreement.
Non-compete agreements ("non-competes") are the most thorough tool for protecting an employer from future competitive injury at the hands of its employees. A non-compete forbids the employee to work for, or in any way assist, any competitor of the employer. Such a broad prohibition solves a multitude of practical problems. Among the most important practical advantages of a non-compete agreement, however, is its ability to help the employer prevent competitive harm before it occurs. Money damages are usually inadequate to remedy the wrongful conduct of an employee who uses confidential information, and/or personal contacts, gained from a former employer to compete against that employer. For this reason, courts are often willing to order ("enjoin") employees not to engage in activities prohibited by agreements with their former employers. With a non-compete agreement, however, the employer can seek an injunction as soon as the employee goes to work for the competitor. This creates the best opportunity to stop an employee from disclosing confidential information or using advantages, gained from his/her former employer, to compete against his/her former employer. In most states, courts primarily examine the reasonableness of non-competes in terms of the duration of time that the employee will be forbidden to compete with his/her former employer, and the geographic territory over which the employee will be forbidden to work for a competitor. The reasonableness of the non-compete is viewed in light of the employer’s business interest that the non-compete is designed to protect. The limits upon enforceability of covenants not to compete are also applied to non-solicitation agreements. Non-solicitation agreements also must be reasonable in duration and geographic scope. Because the application of a non-solicitation agreement is limited to customers (and sometimes identified prospective customers), however, some courts permit such a "customer restriction" to be substituted for a geographic restriction. In the end, State law will dictate enforceability.
RON KIM LAW with many years of experience with contract law both in
State and Federal Courts invites you to discuss your contract issues
with his office.
Back to Top