The Restatement Second of Contracts, section 90 (hereafter Restatement section 90), subdivision (1) provides as follows concerning claims for promissory estoppel: “A promise which the promisor should reasonably expect to induce action or 905*905 forbearance on the part of the promisee or a third person and which does induce such action or forbearance is binding if injustice […]
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Employee benefit plans – Rule 701
Per the SEC Rule 701 exempts certain sales of securities made to compensate employees, consultants and advisors. This exemption is not available to Exchange Act reporting companies. A company can sell at least $1 million of securities under this exemption, regardless of its size. A company can sell even more if it satisfies certain formulas based on […]
Employee’s duty of loyalty to employer
California The duty of loyalty arises not from a contract but from a relationship-here, the relationship of principal and agent. Agency is “the fiduciary relationship that arises when one person (a `principal’) manifests assent to another person (an `agent’) that the agent shall act on the principal’s behalf and subject to the principal’s control, and […]
IRC Section 409A as it applies to severance payments
A severance arrangement that provides for payments on involuntary separation from service is not deferred compensation when the payments do not exceed two times the lesser of (a) the sum of the employee’s annualized compensation based on the annual rate of pay for the calendar year preceding the year in which the employee separates from […]
Employment contract services
Jeffrey Easley has reviewed, drafted, and negotiated hundreds of employment-related contracts (employment, performance, talent, separation/severance, stock option and award, non-compete, trade secret, confidentiality, etc.) and resolved and litigated many contract disputes. Hundreds of agreements reviewed and negotiated – millions of dollars recovered and saved The review and consultation process for many types of contracts takes […]
Duty to mitigate damages in breach of contract cases (California)
Although it is well settled that a party aggrieved by a breach of contract must take reasonable steps to mitigate or minimize its damages, see, e.g., Fair v. Red Lion Inn, 943 P.2d 431, 437 (Colo. 1997), it is a similarly well-settled principle of contract law that an aggrieved party cannot be required to accept […]
Intentional infliction of emotional distress (California and Colorado)
California A cause of action for intentional infliction of emotional distress exists when there is “`”`(1) extreme and outrageous conduct by the defendant with the intention of causing, or reckless disregard of the probability of causing, emotional distress; (2) the plaintiff’s suffering severe or extreme emotional distress; and (3) actual and proximate causation of the […]
Copyright protection for music compilations (9th Cir)
From Skidmore v. ZEPPELIN, 952 F. 3d 1051 – Court of Appeals, 9th Circuit 2020 I. THE 1909 COPYRIGHT ACT The world of copyright protection for music changed dramatically during the twentieth century and those changes dictate our analysis here. The baseline issue we address is the scope of Wolfe’s copyright in the unpublished composition […]
Adverse possession (California and Colorado)
California (1) Title to property by adverse possession may be established either under color of title or by claim of right. (Code Civ. Proc., §§ 322-325.) When, as in the instant case, title is asserted by claim of right, Code of Civil Procedure section 324 provides: “Where it appears that there has been an actual […]
Quantum meruit (California and Colorado)
Implied promise to pay for services rendered California Quantum meruit refers to the well-established principle that “the law implies a promise to pay for services performed under circumstances disclosing that they were not gratuitously rendered.” (Long v. Rumsey (1938) 12 Cal.2d 334, 342, 84 P.2d 146.) To recover in quantum meruit, a party need not […]