Legal Mumbo Jumbo

September 13, 2011 by Leave a comment

If you are not a lawyer, a lot of the phrases in a legal document can seem like some sort of incantation. 

In rem jurisdiction

Executory contract

Voidable

But to a lawyer, these words can mean everything to the document.  Today’s lesson in the importance of dotting all the i’s comes in the case of OfficeMax v. Levesque and Rattray, No. 10-2423, just decided by the First Circuit.

Levesque and Rattray were employees at a Maine office supply store, LS& H.  When their company was bought out, they agreed to a noncompetition and confidentiality agreement.  The agreement stated in part that the agreement would extend to:

“12 months after termination of my employment from LS&H.”

Did you catch that?

LS&H itself was just about to terminate, to be merged into the new company.  The contract should have waved the magic lawyer words “LS&H, including its successors and assigns.”  Then the contract would pass on to the new owner and be in effect when the employees left their jobs.

Without that language, the First Circuit held, the agreement ran its course one year after the termination of their employment with LS&H.  And that happened, obviously, at the time of the merger.

So here, standard boilerplate language become magic words that spell the life or death of a contract.

Filed under Contracts, Disputes, Employment Tagged with , , , , ,

About Timothy Cornell
Timothy Cornell is of counsel at Perry, Krumsiek & Jack, where he co-chairs the litigation group and has a significant internet law, healthcare and litigation practice. Mr. Cornell graduated from the University of Chicago, where he studied philosophy. Before he became a lawyer, Mr. Cornell was a journalist at the Boston Herald, the Philadelphia Inquirer and other newspapers. An investigative story he wrote for the Tennessean in Nashville uncovered a series of radiation experiments done on poor pregnant women during the Cold War that led to a class action lawsuit and a $10 million settlement with Vanderbilt University. He then went to Cornell Law School, where he graduated cum laude from Cornell Law School in 2002, and was editor-in-chief of the Cornell International Law Journal. He has litigated a wide range of commercial, securities and antitrust cases. Working for the famed lawyer David Boies, Mr. Cornell litigated a whistleblower case against the pharmacy benefit manager Medco that resulted in a $166 million settlement and was recognized as The Case of the Month in the June 2006 issue of American Lawyer magazine. He also defended a major telecom against claims of securities fraud, and successfully sued Genzyme and other pharmaceutical manufacturers under IP, antitrust, securities and other causes of action. He was part of a team of Boies, Schiller & Flexner that sued Visa, MasterCard and the ten largest banks in the nation on behalf of American Express. The case resulted in a $4 billion settlement, the largest in antitrust history. Mr. Cornell focuses much of his practice on helping third party payors discover overcharges and reign in their spending on healthcare, while continuing to advise startups. He currently represents a large municipal health plan in its claims of consumer fraud against a major pharmacy benefit manager. He also represents a range of internet law clients and is a network lawyer for the Berkman Center for Internet & Society at Harvard Law School.

Leave a comment