SBM Business Law Section eNewsletter

January 2009

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Chair's Letter from Diane L. Akers
Celebrations of the New Year may be especially enthusiastic this year and, for many in the business and financial sectors, it's good riddance to 2008. The start of the New Year is also a good time to take stock of where we are, how we got here, and why there is good reason to be optimistic about the outlook for 2009 and beyond. Obviously, no one has a crystal ball and the tough times are not over, especially for Michigan. However, there real reasons to believe that the local, national, and global efforts to address the problems in the economy will have the desired effect.

For members of our Section, financial issues have led us to help our clients reevaluate their business strategies and practices and, where appropriate, change them. Many of us have also been reevaluating our own business and personal financial plans in light of changing demands and resources. In the coming months, although we will need to keep focused on the problems, both existing and new, let's make sure we maintain perspective and also note where the reevaluation and changes we have been implementing are showing signs of success, for our clients and for ourselves.

Opportunity to Participate in Governor's International Trade Missions.
Are you interested in representing the Section on an international trade or financial mission with Governor Jennifer Granholm? The Governor plans to make trips to various locations around the world to build trade and financial relationships. Representatives of the State Bar of Michigan are accompanying the Governor and her team for the purpose of establishing relationships with bar organizations in the various foreign jurisdictions.

The Business Law Section has been invited to name a representative to participate in upcoming missions. We do not know dates, destinations, or details of future missions and do not know how much notice we will have in advance of any mission. It is very likely that no financial assistance will be available from the State Bar or the Section, so the representative will probably be expected to pay costs incurred as part of the mission.

If you would like to be considered for this opportunity, please send an e-mail to Section Chair Diane L. Akers. When the Section receives word that a mission is planned, the information will be circulated to those who have expressed an interest in representing the Section and one or more representatives will be selected from that group.

Litigation Case
Dan Sharkey (Butzel Long), the Chair of the Commercial Litigation Committee, reports on the continuing saga of requirements contract interpretation. In Acemco v. Ryerson Tull Coil, released September 26, 2008, the Michigan Supreme Court held that a contract containing a range of quantities, with a minimum and maximum, stated a sufficiently definite quantity term to make an automotive supply contract enforceable. The order reversed an unpublished Court of Appeals opinion holding that the contract was unenforceable. In this "volume shortfall" environment, few automotive contracts state a definite quantity range guaranteeing a minimum volume to its supplier. Until a published opinion is released, parties who want a requirements contract should consider actually using the word "requirements." Depending on the court's familiarity with the automotive industry and the contract itself, "blanket," "all," or "999,999" may or not suffice, but "requirements" always does. Before suppliers accept a true requirements contract, they should be sure that they can withstand the volume roller-coaster, which lately has mostly gone down.

Millennials and Corporate Policies
Most businesses have been using detailed employee policies for years, and the expectation that employees generally understand restrictions on use of company information, confidentiality, respect for copyrights, and similar policies have been taken for granted. A recent article in Computerworld has noted that businesses need to re-address these policies with the newest employees, especially those right out of college environments. According to the study, the so-called millennials either don't know about restrictive technology policies or routinely ignore them.


Section Events

  • February 2009—Law Student Committee (Lansing)

  • February 5 (Grand Rapids) and February 20 (Plymouth)—LLC & Business Entity Update

  • March 19—Section Council Meeting (Lansing)

  • April 2009—Law Student Committee (Metro Detroit)

  • May 8-9—21st Annual Business Law Institute (Grand Rapids)

Other Events

  • January 9—Deadline for Crain's/ACG M&A Awards

  • March 19—ICLE's Understanding Financial Statements (Ann Arbor)

  • May 20—ICLE's Environmental Issues for Business Lawyers (Ann Arbor)