December 2008

Website Hook-Ups: if a Hook-Up Site Requires its Members to Represent That They are Over 18, is the Site Liable When a User is Busted for Having Sex With a Member Who is a Minor?

The answer to the question posed in the title is:  No.  No, no, no, no, no.

Only a lawyer with really bad judgment would file a suit alleging breach of contract, fraud, and related claims.  And, after losing in federal district court, appeal to the Sixth Circuit.

If you really want to know the “legal” grounds for dismissal in this case, the decision is Doe v. SexSearch.com,*

But, ’nuff said on this one. If you feel compelled to use a site like SexSearch.com (not that there’s anythingwrong with that), it might be prudent to ask your partner for an I.D. before, …. well, you know. Hmmm …. on second thought, maybe its best to just stay home and watch the telly.

* The online contract between SexSearch and its members states: SexSearch “cannot guarantee, and assume[s] no responsibility for verifying, the accuracy of the information provided by other users of the Service.”Read the full article

The amici briefs of “Twenty Scholars,” Hynix, Micron and Nvidia, the CCIA and the American Antitrust Institute have been added to the Rambus group page on scribd.com.

Click here for a recent post discussing this appeal.… Read the full article

Judge Young Lays Down the Law on Earn-Outs

by Lee Gesmer on December 30, 2008

Judge Young Lays Down the Law on Earn-Outs

[Update: the decision discussed below was reversed by the First Circuit in October 2009.  Decision here]

So, you have a great little business, and a large company wants to acquire it. The buyer argues that payment for your company should be determined by an “earn-out” — the buyer’s sales of your product will determine the purchase price (in whole or in part) based on an agreed-upon formula. “Perfectly normal,” your lawyer assures you. “Seen it done in 8 acquisitions out of 10,” he says. You say nothing – your lawyer knows the ropes, right?

But, as Massachusetts federal district court Judge William Young made clear in his recent decision in Sonoran Scanners v. PerkinElmer, if you (the seller, in this case tiny Sonoran Scanners) expect the buyer (in this case the much larger PerkinElmer) to market your product (leading to sales and payments to you under the earn-out formula), you’d better make sure that the contract spells out the actions the buyer is expected to take to promote the product.… Read the full article

Amici Briefs Supporting Supreme Court Review in FTC v. Rambus

When old engineers (and old lawyers) sit around decades from now reminiscing about patent and antitrust law in the late 1990s and early 2000s, the name of Rambus is sure to come up.  The topic will not be the Rambus DRAM (or RDRAM) chip technologies, but rather the massive volume of litigation that Rambus set off as result of its alleged “patent hold-up” actions and its patent enforcement efforts.

Rambus, the lawyers on either side of its many cases, the courts, antitrust experts and economists, and of course investors in Rambus’ stock (a particularly loyal and attentive group), have debated the pros and cons and nuances of these lawsuits for years, and during this season (late 2008) an important and timely Rambus case is taking a run at the Supreme Court.

The FTC adminstrative action against Rambus, which bothAndy Updegrove and Ihave written about at length in the past, involves somewhat arcane issues of single-firm conduct under Section 2 of the Sherman Act.… Read the full article