Business Law


by Gerard Mantese and Martha J. Olijnyk-Theme Editors

The business lawyer often fills many roles: the visionary—being able to share a client’s concept for a new business entity; the co-creator—transforming the concept into a reality by drafting the rules and organizational structure of the new entity; the assistant policymaker—advising the new business regarding personnel policies and drafting internal policies to comply with legal requirements; the negotiator—representing the business in a multitude of negotiations; the guardian—staying alert to potential problems and providing solutions on how to avoid problems before they arise; and the litigator—vigorously defending the rights of the business in the courtroom.

With these roles in mind, we begin this business law issue with a discussion of preliminary contract documents. Frank Stellingwerf and Gerard Mantese discuss whether letters of intent are considered binding contracts or mere ‘‘agreements to agree’’ and they explain the factors courts use in making this determination. The authors also provide guidance on drafting letters of intent that specify the negotiating parties’ obligations, or lack thereof.

Next, William H. Horton and Michael R. Turco consider the effectiveness of restrictive employment agreements, such as non-compete and training reimbursement agreements. The authors also offer the courts direction in construing these agreements in the digital age.

The next two articles address specific statutory duties that businesses face. Ronald A. Deneweth discusses the Michigan Business Trust Fund Act’s effect on construction contractors. He explains the fiduciary responsibilities that contractors owe to subcontractors, laborers, and suppliers for individual construction projects and the criminal and civil liability that may be imposed on contractors who violate their duties under the act. Then, Steven M. Wolock explains the liabilities faced by principals who fail to pay commissions to sales representatives under the Michigan Sales Representative Act. He discusses the need for clarification of the act, especially the provision authorizing double damage awards, and he discusses whether the act applies only to representatives who sell goods or if it also applies to representatives who sell intangibles.

Finally, when litigation becomes necessary and a case goes to trial, Rodger Young and Steven Susser offer advice on effectively presenting and explaining the case to a jury with demonstrative exhibits and aids. The authors explain the evidentiary standards for presenting these visual tools in Michigan and offer practical and tactical tips on their use.

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