by Lee Gesmer | Nov 9, 2005 | Copyright
Copyright. Copyright law is often called the “metaphysics of the law,” as judges labor to decide whether one work is enough like another to constitute copyright infringement. Often this involves arcane legal tests that few people, beyond copyright lawyers, care to think about. But, most of us read novels, and when one writer says, “your novel is so similar to my novel that it infringes my copyright,” we think, “that’s not so hard, I can decide that!” And, when one of the books is The Da Vinci Code (ranked 44th in books at amazon.com two and one-half years after publication), the chances are good that you, patient reader, have read one of the books that was the subject of just such a case. To see how a New York federal district judge decided the case in which Lewis Purdue, the author of Daughter of God and the Da Vinci Legacy, accused Dan Brown, the author of The Da Vinci Code, of copyright infringement, click here.
by Lee Gesmer | Nov 9, 2005 | What Were They Thinking
As we rapidly approach the holiday time of year, it’s worth remembering that not all lawyers lack a sense of humor or a talent for poesy. In fact, some have both . . . .
“The Grinch Hated Christmas” ….
by Lee Gesmer | Nov 7, 2005 | Business Lit. Session, Minority Shareholder/Fiduciary Duty
Minority Shareholders/Fiduciary Duty. Massmanian v. Duboise, decided in September by Judge Ralph Gants in the Suffolk County Business Litigation Session, proves once again that when a party to litigation angers a judge, they can be forced to pay a high price.
In this case the plaintiff Massmanian was a 30% minority shareholder and employee in North/Win. After he filed suit accusing the majority shareholders of diverting North/Win’s profits and assets to another company (a serious breach of fiduciary duty, if true), North/Win terminated Massmanian for insubordination and neglecting his duties. Massmanian then asked the court to issue a preliminary injunction reinstating him. In opposing this motion, North/Win, and its lawyers made some serious strategic errors:
- First, they demanded that all North/Win employees sign a Confidentiality Agreement which (among other things) barred employees from disclosing “matters related to the lawsuit Massmanian has filed against the company, even in a legal proceeding.” This Agreement was demanded upon pain of termination, and one employee was terminated for failing to sign it. The court characterized this as “heavy-handed overreaching” and an improper attempt to prevent employees from testifying in the case.
- Second, when asked about the Confidentiality Agreement North/Win’s lawyers made false statements to the Court.
The upshot of all this was one very angry judge, who lambasted North/Win and its lawyers, and went on to describe North/Win’s actions as a “triple freeze-out,” (1) denying Massmanian lifetime employment, (2) giving North/Win the right to trigger its option to purchase Massmanian’s shares and (3) denying him access to information relevant to his status as a minority shareholder. The judge took the highly unusual step of ordering North/Win to reinstate Massmanian and enjoining North/Win from terminating his employment.
This case illustrates extremely bad judgment by North/Win (and possibly its lawyers, if they approved the Confidentiality Agreement), and North/Win is paying the price for it.
by Lee Gesmer | Nov 6, 2005 | Technology
Technology. Science historian George Dyson visited Google recently, upon the 60th anniversary of John von Neumann’s proposal for a digital computer. His musings, in the form of a short essay published by Edge, are provocative and fascinating.
My visit to Google? Despite the whimsical furniture and other toys, I felt I was entering a 14th-century cathedral – not in the 14th century but in the 12th century, while it was being built. . . .
by Lee Gesmer | Nov 4, 2005 | Miscellaneous
Denise Howell at Bag and Baggage complimented my firm’s various blogs (1, 2 and 3) and I have to return the compliment. When I sat down with our web/blog master Nathan Burke to show him what I considered the best legal blogs, we basically started and stopped with Bag and Baggage. If I could bring only one blog to a desert island ….
