My last article pointed out a situation where parties conflate contractual indemnity and damages clauses.  The standard language in Dunce’s Caps’ contract provided for an indemnification of “any and all losses arising from any breach of any representation or warranty in the agreement” and capped those losses at the price of the order. When Dunce’s failed to deliver the promised 100,000 hats, Flat Backs filed an arbitration action seeking recovery of an alleged $4 million…

Struggling these last several months with the family dynamics and dilemmas of transitioning his family business to the next generation, Big Daddy Ernest Bux, 65, now turns to ordinary, practical considerations. What are Big Daddy’s businesses worth, and do they have sufficient value/cash flow to accomplish his plans? Will Big Daddy’s estate planning cover the estate taxes and transfer estate assets consistent with his plans and goals?…

Continuing to struggle with transitioning his family business to the next generation, Big Daddy Ernest Bux, 65, considers perhaps the most difficult task on his checklist: Ensuring that both his management succession decision makers and all of his ownership succession members are good communicators of both business and family issues. A couple of months ago, Big Daddy Bux addressed the family factor and its two components – the management succession process and the ownership succession …

Nifty Counsel, Dunce’s Caps in-house lawyer, came up with what he thought was a brilliant way to minimize the company’s liability to its customers.  Nifty added arbitration provisions to Dunce’s customer purchase order agreements, and included language that the customer agreed the arbitrator could not award the customer damages exceeding the price of the order.  Flat Backs, a major retail hat company, filed an arbitration action against Dunce’s after Dunce’s failed to deliver 100,000 Auburn…

In recent months we have discussed litigation funding, specifically covering what litigation funding entails, whether such agreements are legal in different jurisdictions and the ethical issues surrounding litigation funding agreements. There’s an opportunity to continue the conversation as we keep a close eye on the Texas Legislative Session, just as we did last month with a recap of bills related to civil litigation. Members of the Texas House and Senate introduced bills relating to…

Continuing to deliberate about when and how to exit from his family business, Big Daddy Ernest Bux, 65, considers yet another task on his checklist: Determine Exit Strategy. He’s already Identified Successors and Decision Makers, and Planned for Contingencies. Yet to be tackled are Establish Goals, Plan Entity Structure and Transfer, Complete Estate Planning, and Implement Document Maintenance and Control. Asking his banker last week about a new loan to expand his business, Big Daddy learned that…

Realizing that at 65 it’s time to talk about succession of his family business – especially Buxboro State Bank, Big Daddy Ernest Bux identified his checklist: Identify Successions, Identify Decision Makers, Plan for Contingencies, Establish Goals, Plan Entity Structure and Transfer, Complete Estate Planning,  Determine Exit Strategy, and Implement Document Maintenance and Control. To succeed, what does identifying successions and decision makers look like for Big Daddy’s family business?…