I am sorry, I love you still, but I think you are incorrect. A contract may exist even in the absence of the documents that most people would attribute to being a contract. A contract IS a legally binding obligation that is formed by a process of offer and acceptance where a legally binding obligation is adopted, *not* a specific document that says CONTRACT on the top.
I disagree with the analysis "In fact, the most notable thing about the letter from Arrington's lawyers to Fusion Garage is that it doesn't contain any contractual language whatsoever -- it only references emails and conversations between the two companies," because it does not aptly show that a contract does not exist between the parties, it only suggests that one does not because an email is the medium of communication. HOWEVER, binding contracts can be formed verbally or in writing so long as it satisfies certain standards (like the statute of frauds) and an email is a document that is probably signed by the party against whom it would be enforced, which is a great start.
Based on what you have indicated in the article, I would not count anyone out yet because nothing in the article sounded particularly damning, though certainly not as ideal as one might hope. Given the facts alleged in the attached documents I would certainly say there is a hunk of factual details missing that needs to be reviewed before any sort of decision about the existence of a contract can be made.
I am *not* an attorney, I am but a lowly law student who has completed a course on contracts and provided my thoughts about the information presented. I do not give legal advice, nor should this be taken as legal advice, and it is NOT legal advice.
@FerrumMihi You're right, the court can probably figure out what each party's responsibilities to the other are based on emails and other documents -- although I would argue that there's an interesting statute of frauds problem here, since the development of the CrunchPad probably couldn't have been completed in a year.
But you're talking about a figurative contract -- I'm talking about the absence of actual contract that was memorialized and signed by each party. As a law student, would you advise anyone to begin a venture like the CrunchPad without writing out a contract? And can you explain why Michael Arrington, who once represented NeXT as it was being sold to Apple, is now in the unenviable position of depending on parol evidence to defend his rights?
@Nilay Patel It's pretty simple really. [Something] happened about 2 or 3 weeks ago and Arrington realized the exact position he was in. He assumed too much and he was strung along, or fed a line of crap to get him to shut up. After [Something] happened, he went scorched earth with the matter. What the problem here is, that he decided he'd go scorched earth to paint Fusion Garage into a corner. However, Fusion Garage is playing this cool and collected, and have planned not only a public reaction to MA's claims, but have not humored anything other than confirming that MA is pretty much deciding he's going to scream loudly as oppose to actually fight.
MA is obviously holding a lot of cards here, and MA has called them. The thing is, when you want to call someone, you should be fairly sure you're correct on their bluff. Poker terminology withstanding, MA went all in hoping there wouldn't be a full house in Fusion Garage's hand.
So they've been called, and will show their cards on Monday.
I suspect that they just wanted to get all their ducks in a row before they decide to bitchslap MA on Monday. Pending what all they have on Monday, MA may be trying to claim TM infringement, but that's not going to pan out so well if he's hit with a defamation suit.
I'll wait until Monday before I make any real judgments, but I think you're right. If you're going to make the claims MA has, you probably should show your smoking gun.
> Statute of Frauds -- A point that was harped on in class, and may be different in whatever Jurisdiction the things are settled in, is that the completed withihn year concept is applied by the court to inspect if it is prohibited from being completed within one year, not if it is a situation where the terms would likely be completed in one year. The policy I recall being discussed was to allow the court to avoid speculation about the probability of a task being completed within a one year period AND allowing parties to contract as freely as possible, while preventing/avoiding failings of memory (much of contracts pays heed to the failings of human memory and so the risk of someone forgetting a task that they agree to do 20 years in advance is much higher and more dangerous than endeavoring for 20 years at the same task that was agreed to... this also saves from needing a new contract every year of the 20 years where the duites were established in the first instance). If it were not finals now I would happily hunt through my old outlines for some cites... buuuut... maybe later :)
>"Figurative" v. "Actual" contract -- At least from what I have learned, *both* could be actual contracts, because *both* are legal obligations that would arise from a meeting of the minds between the parties where there may have been an offer and acceptance. I TOTALLY find it interesting that an attorney would not arrange for a specific written record of the events so as to memorialize it better. I would attribute this to the sad fact of joyful hope that may exist where parties are working closely and think that they are free from being like "everyone else" and will get along "forever"... which is why marriage is a contractual agreement :0p Again, I think we have to agree to disagree because an "actual contract" is a legally binding agreement between the parties, and my contention is that the document that you are arguing should exist (and I am NOT disagreeing about that, he should have reduced the agreement to a signed writing) is a written memorialization of a contract... but not the only means of creating a contract..
>As a law student -- "I am *not* an attorney," I have only "provided my thoughts about the information presented. I do not give legal advice, nor should this be taken as legal advice, and it is NOT legal advice. " >My Opinion about beginning any business with partners -- WRITTEN AGREEMENT STATING OBLIGATIONS... will probably save time and heartache because, when there are questions down the road, it is written down so there is no confusion (hopefully)! Look! We have a Constitution for EXACTLY that reason! If it was good enough for the founders of our nation, it should be good enough for someone starting a business. :)
>Explaining why an attorney would have to depend on parole evidence to defend his rights: 42
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I am sorry, I love you still, but I think you are incorrect. A contract may exist even in the absence of the documents that most people would attribute to being a contract. A contract IS a legally binding obligation that is formed by a process of offer and acceptance where a legally binding obligation is adopted, *not* a specific document that says CONTRACT on the top.
I disagree with the analysis "In fact, the most notable thing about the letter from Arrington's lawyers to Fusion Garage is that it doesn't contain any contractual language whatsoever -- it only references emails and conversations between the two companies," because it does not aptly show that a contract does not exist between the parties, it only suggests that one does not because an email is the medium of communication. HOWEVER, binding contracts can be formed verbally or in writing so long as it satisfies certain standards (like the statute of frauds) and an email is a document that is probably signed by the party against whom it would be enforced, which is a great start.
Based on what you have indicated in the article, I would not count anyone out yet because nothing in the article sounded particularly damning, though certainly not as ideal as one might hope. Given the facts alleged in the attached documents I would certainly say there is a hunk of factual details missing that needs to be reviewed before any sort of decision about the existence of a contract can be made.
I am *not* an attorney, I am but a lowly law student who has completed a course on contracts and provided my thoughts about the information presented. I do not give legal advice, nor should this be taken as legal advice, and it is NOT legal advice.
@FerrumMihi You're right, the court can probably figure out what each party's responsibilities to the other are based on emails and other documents -- although I would argue that there's an interesting statute of frauds problem here, since the development of the CrunchPad probably couldn't have been completed in a year.
But you're talking about a figurative contract -- I'm talking about the absence of actual contract that was memorialized and signed by each party. As a law student, would you advise anyone to begin a venture like the CrunchPad without writing out a contract? And can you explain why Michael Arrington, who once represented NeXT as it was being sold to Apple, is now in the unenviable position of depending on parol evidence to defend his rights?
@Nilay Patel It's pretty simple really. [Something] happened about 2 or 3 weeks ago and Arrington realized the exact position he was in. He assumed too much and he was strung along, or fed a line of crap to get him to shut up. After [Something] happened, he went scorched earth with the matter. What the problem here is, that he decided he'd go scorched earth to paint Fusion Garage into a corner. However, Fusion Garage is playing this cool and collected, and have planned not only a public reaction to MA's claims, but have not humored anything other than confirming that MA is pretty much deciding he's going to scream loudly as oppose to actually fight.
MA is obviously holding a lot of cards here, and MA has called them. The thing is, when you want to call someone, you should be fairly sure you're correct on their bluff. Poker terminology withstanding, MA went all in hoping there wouldn't be a full house in Fusion Garage's hand.
So they've been called, and will show their cards on Monday.
I suspect that they just wanted to get all their ducks in a row before they decide to bitchslap MA on Monday. Pending what all they have on Monday, MA may be trying to claim TM infringement, but that's not going to pan out so well if he's hit with a defamation suit.
I'll wait until Monday before I make any real judgments, but I think you're right. If you're going to make the claims MA has, you probably should show your smoking gun.
@Nilay Patel
> Statute of Frauds -- A point that was harped on in class, and may be different in whatever Jurisdiction the things are settled in, is that the completed withihn year concept is applied by the court to inspect if it is prohibited from being completed within one year, not if it is a situation where the terms would likely be completed in one year. The policy I recall being discussed was to allow the court to avoid speculation about the probability of a task being completed within a one year period AND allowing parties to contract as freely as possible, while preventing/avoiding failings of memory (much of contracts pays heed to the failings of human memory and so the risk of someone forgetting a task that they agree to do 20 years in advance is much higher and more dangerous than endeavoring for 20 years at the same task that was agreed to... this also saves from needing a new contract every year of the 20 years where the duites were established in the first instance). If it were not finals now I would happily hunt through my old outlines for some cites... buuuut... maybe later :)
>"Figurative" v. "Actual" contract -- At least from what I have learned, *both* could be actual contracts, because *both* are legal obligations that would arise from a meeting of the minds between the parties where there may have been an offer and acceptance. I TOTALLY find it interesting that an attorney would not arrange for a specific written record of the events so as to memorialize it better. I would attribute this to the sad fact of joyful hope that may exist where parties are working closely and think that they are free from being like "everyone else" and will get along "forever"... which is why marriage is a contractual agreement :0p Again, I think we have to agree to disagree because an "actual contract" is a legally binding agreement between the parties, and my contention is that the document that you are arguing should exist (and I am NOT disagreeing about that, he should have reduced the agreement to a signed writing) is a written memorialization of a contract... but not the only means of creating a contract..
>As a law student -- "I am *not* an attorney," I have only "provided my thoughts about the information presented. I do not give legal advice, nor should this be taken as legal advice, and it is NOT legal advice. "
>My Opinion about beginning any business with partners -- WRITTEN AGREEMENT STATING OBLIGATIONS... will probably save time and heartache because, when there are questions down the road, it is written down so there is no confusion (hopefully)! Look! We have a Constitution for EXACTLY that reason! If it was good enough for the founders of our nation, it should be good enough for someone starting a business. :)
>Explaining why an attorney would have to depend on parole evidence to defend his rights: 42