Ways to nullify a Golden Parachute founder? The company founder who is utterly useless, set up a golden parachute agreement with the company. Basically, a hefty ammount is to be paid if he is terminated from the company. The ammount is ridiculous. We really want to kick him out but this agreement is a pain. What avenues can we look into to nullify the agreement? Unfair contract law? Non-performance termination? Thanks for any feedback. Cheers.
So you entered a contract that was a bad deal. The law says: tough People are legally allowed to make bad deals. The law will hold you to the bad deal you made. If it only worked for good deals, no one would ever use the law because you don’t want to break a good deal. Providing it has all the required elements of a contract, it will be enforceable. Put up with him or pay him out.
Having done a bit of brief research, I find that "legit" is a synonym for "good". So, no. The header announcing a "principal amount" serves no purpose and could be misinterpreted as indicating that there is a loan. There is no reason to indicate the date twice, which gives rise to two different values of "date". The phrase "For value received" can be interpreted in at least two ways, one being "in exchange for some unspecified value to be received at some future date by Promisor", and "in exchange for a specific value already received by Promisor". Under the later interpretation, Promis(s)ee probably could not breach but under the former, Promis(s)ee could. So it makes a difference. You can just pay to the Promis(s)ee, and not imply that you are creating a pay-to-order instrument such as a check. That still leaves you the option to pay with a check. Or was the intent to say "pay on demand"? The expression "the sum of £500 shall the Promisor fail to meet his target" is not grammatical in US English, and I'll leave it to a UK speaker to judge if this is, over there. I assume that this is supposed to express conditionality, in which case "if" is a useful term. Then the meat of the contract, I guess, is that if the Promisor fails to meet somebody's target of 47.5 work hours per week, then Promisor has to pay Promissee £500 (and not otherwise). It's really not clear how anyone would know whether "meet a target of 47.5 work hours per week" has come to pass. Does that mean "work at least 47.5 hours per week"? Does that mean "for each of the three weeks within the time period" (or did you mean "work 47.5 hours within some one week, within the 3 week period"). Being explicit that the work obligation extends for 3 weeks would be legit (vide supra). Supposing that the second clause means "Promisor will pay £500 by 5:00pm 2 July 2016", you should put it that way. Or if you mean "Promisor will pay £500 by 5:00pm 3 July 2016", say that. Deadlines for performance should be stated very directly and clearly, and require no calculation and interpretation. And I'd suggest including a clause stating that "Promissor" and "Promisor" are used interchangeably in this contract. Or else be consistent in spelling. Note that almost any contract can be given some interpretation. From the perspective of creating a contract, the first concern should be over clearly expressing the intentions of the two parties in written form. After all, you don't have a contract if there is no meeting of the minds.
The website owner brings in an expert programmer who testifies that the user cannot have gotten to a certain part of the site (or download, etc.) without having clicked to accept the terms of service, and that this document they're holding is a true and correct copy of the terms of service as of that date. That's evidence in favor of the site, and an adverse party has to have stronger evidence in order to overcome it. If the person didn't save a copy of the terms themselves, they'll have a hard time on this. Then the other party's attorney tries to discredit the programmer by asking questions like "how do you know there are no bugs in the software which could have allowed somebody to reach this without agreeing to the terms of service" etc. Apparently, some sites don't require users to click indicating agreement. If the company has significantly changed the site, terms of service, etc. since the time the user registered, and doesn't keep any copies of old versions around, and admits this, they'll have a hard time enforcing an agreement (as they can't produce a copy of it). If the user kept a copy, the user might be able to present that. It's up to the finder of fact to decide what to believe and how much weight to give the various witnesses' testimony.
When a company stops existing for whatever reason, then its assets (physical, financial, intellectual or otherwise) don't stop existing. When the company dissolves voluntarily, those assets usually go to the owner(s) of the company. When the company got bought up and integrated into another company, the buying company will usually own them. When the company went bankrupt and got liquidated, then they will often get sold off to the highest bidder. And then there is the question of who actually owns the IP rights to a specific game asset. Often there is not just one legal person which worked on a game. In addition to the developer, there might also have been a separate publisher who might or might not own IP rights. There might have been investors in the background who financed the project and now own some copyrights. Sometimes there was more than one publisher. And sub-contractors might have been involved in the development who only licensed their assets but retained copyright. So unfortunately it is often not really clear what happened to IP assets of a defunct company. People who might have the rights will often not care much about them until something happens which gives new commercial value to those assets. So even if you are unable to determine who owns the assets to a game, as soon as you start using them, someone might show up with a plausible claim to the IP rights and demand money from you. Such lawsuits can get really messy and really expensive. For a good example for just how much of a goose chase you might be in for when you want to legally obtain the rights to a game from a defunct company, check out the story of the re-release of No One Lives Forever. tl;dr: multiple game companies said "Maybe we have the rights to the game according to some contract buried in some file cabinet, but we don't care enough to find out. But if you try to release it, we will find out and if we do we will sue you!"
Not only can’t you trademark it, you can’t use it The original logo is covered by copyright which belongs, prima facie, to the original artist. It doesn’t matter that they are based in Russia; Russia and the US are both signatories to the Berne Convention which means they protect each other’s copyright. That means you can only use it if it is fair use (it isn’t) or if you have the copyright owner’s permission (you don’t). Could I still use the logo I bought and trademark it in the US granted that the seller had made some revisions to the stock photo he found? Not if the seller didn’t have permission to make those changes. Creation of a derivative work is one of the exclusive rights copyright gives. The seller had changed up some parts of the stock image, this includes color scheme, orientation, and made the picture look a little low poly. See above. The original artist of the stock photo is based in Russia and as far as I can see there is no registered copyright on it and don't think they could apply for US copyright anyway. They already have copyright. They would need to register it in the US before they could sue but there is no impediment to them doing so. While I'm not sure where the seller (located in Pakistan) officially downloaded the logo, I had nothing to do with the final design of it or downloaded anything from a stock photo website myself, so I'm not sure if I'd be bounded by any terms of the stock photo website Makes no difference. Just because you didn’t steal the car, that doesn’t make it ok for you to drive it. The stock image is very niche and a bit random. Across all the websites the artist has published it on, it has about 5 or 6 downloads altogether. Not relevant at all. As far the copyright of the seller's work goes, the Fiverr terms state that buyers have all the copyright, though I don't know if this is nullified by the use of the stock image. You can’t sell something you don’t own. If the seller had no right to upload the photo (as it seems they didn’t), the terms of the website don’t matter. The true owner never agreed to those terms and isn’t bound by them.
This is neither unusual nor illegal, assuming that the buyback price is specified in the agreement. If your friend does not wish to take advantage of the "nice discount" he can decline the deal, and decide for himself whether he wishes to buy shares without restriction, at the market rate. (It would be interesting to know what happens if he sells his shares and then leaves the company. I am fairly sure the agreement will cover this, but requiring an ex-employee to buy shares and then give them to the company could be considered unconscionable. That might be worth asking a lawyer about).
This very much depends in BigCorp and the whole situation. BigCorp has three sums of money: what they pay you, the cost of turning it into a product, and the profits of the product. Usually the first amount is much smaller than the second, and that is much less than the third. Ripping you off won’t save them much. Having a contract that rips you off but can be challenged later successfully would be the worst case for them. So the best case for BigCorp is lawyers that set up a contract that is fair, bullet proof, and is created by lawyers that cooperate to keep the cost down. BigCorps lawyers probably know someone who will work in your interest just fine. Their worst bet would be lawyers that don’t work for your benefit, and then you manage to throw the contract out when it turn out to be not in your interest.
This is from a Canadian point of view, but the rules regarding how corporations run is generally pretty standard. I took a few classes in corporate governance, but I'm working mostly from memory, so hopefully most of the information is accurate! A corporation is its own entity, separate from any shareholders, and it can make whatever policies it wants. Unless you are an officer or on the board of directors, your participation in the company usually will be limited to voting in shareholders' meetings and receiving dividends. Refusal of service is a policy matter, so the fact that you are a shareholder (or anyone else, for that matter!) should be irrelevant. In fact, you might be denied service because you're an officer due to conflicts of interest. If the company was unincorporated, you may have more rights, but you'd probably be subject to some sort of agreement.