Bill claimed his Facebook and MySpace passwords and user names were confidential and, more importantly, that his communications with friends on Facebook and MySpace were privileged from disclosure, much like a confidential communication between an attorney and his or her client. The court in McMillan v. Hummingbird Speedway, Inc. (Pennsylvania Court of Common Pleas 9/9/10) rejected his contention.
I will describe the pros and cons of dealing with indemnification obligations of the seller and, to a lesser extent, the buyer, as well as briefly explaining the risk-reduction benefits that can be achieved by the seller under a well-crafted indemnification term in the LOI. Finally, I will examine the last term in the sample LOI, which addresses the seller’s employees.
During the last legislative session, California enacted two new laws that may change the choice of entity decision for licensed contractors, surveyors and engineers. Starting September 30, 2010, SB 1008 allows engineers and land surveyors to operate their businesses as limited liability partnerships (“LLPs”).