Three Essential Components of a Good San Diego Arbitration Agreement Resolution of legal disputes through arbitration is becoming more and more common. This trend is actually increasing and is driven, partly, by recent strengthening of arbitration law to allow businesses a means of legally barring class action lawsuits. There [...]
The Well-Drafted Business Contract Without question, San Diego businesses run on contracts and every business needs an experienced corporate lawyer to review and draft its contracts. To non-lawyers, contract drafting might seem a mystery. But in truth, there is a path to well-drafted business contracts. Choosing the Right Contract [...]
San Diego Business Contracts: No Other Agreements Clauses A thriving San Diego business will have many and various commercial contracts that govern various aspect of the business. One common problem that must be avoided is that, with so many contracts, sometimes one contract might conceivably govern what is covered [...]
What Happens if I do Not Pay My California Franchise Taxes? California corporations, limited liability companies, S-corps, and other types of business entities must pay annual taxes, called "franchise taxes" to the California Franchise Tax Board. The minimum amount owed is $800 each year, but this is just a [...]
Tips for Creating Trademarks that Grow with Your Business Without question, legally protected trademarks and service marks can help your San Diego business grow. That being said, creating, registering, and establishing commercial marks is a matter that requires advanced planning and good business and legal strategies. While you want [...]
Common Uses of San Diego Limited Partnerships Limited partnerships are commonly used here in San Diego and elsewhere in California. For example, films and other theater and musical productions are often produced through the use of limited partnerships. Limited partnerships are a type of business entity specifically allowed by [...]
Why Business Valuation Provisions are Important for Your Partnership or Owners Agreement It is important for small, closely-held businesses to have partnership or ownership agreements. An experienced San Diego corporate attorney can provide advice and counsel on what should be contained in these types of agreements. Some of the [...]
US Supreme Court: โWholly Groundlessโ Doctrine Abolished Arbitration and how to interpret arbitration agreements continues to be breaking legal news. The US Supreme Court just handed down a unanimous 9-0 decision in Henry Schein Inc. v. Archer & White Sales, Inc., Case No. No. 17-1272 , 586 U.S. __ [...]
Does Dynamex Apply Retroactively? Grubhub Magistrate Says โNo, for Nowโ At the end of April 2018, the California Supreme Court issued its decision in Dynamex Operations West, Inc. v. Superior Court, 4 Cal.5th 903 (Cal. Supreme Court 2018). The decision made a significant change in California law with respect [...]
California Medical Corporations: Advantages Over Partnerships If you are a licensed medical professional here in San Diego, or if you are another type of licensed professional like an attorney, you can form a corporation specifically designated for professionals under the Moscone-Knox Professional Corporation Act of 1968 (the "Act"). See [...]
San Diego Business Contracts: What is Ambiguity in Contract Language? When California courts are faced with the task of interpreting contracts because a suit has been brought for breach of contract, the goal is to give the contract the effect mutually intended by the parties. To do that, the [...]
Corporate Governance: What is a Shareholder Proxy? San Diego and California corporations are owned by shareholders. Typically, at least once a year, the shareholders meet to vote their shares -- usually one vote per share -- for members of the board of directors. The board runs the corporation in [...]
California Federal Court: Paypal Data Breach Press Release Not Securities Fraud As we have discussed on this blog, the federal Security and Exchange Commission ("SEC") has advised that data breaches and cybersecurity are issues that must be disclosed in required corporate filings. This is logical, of course, since data [...]
Data Security and M&A Due Diligence: Lessons From Marriott/Starwood In September 2016, Marriott International, Inc. bought Starwood Hotels & Resorts Worldwide, Inc. The acquisition was approved by the shareholders of each company respectively. Starwood shareholders received 0.8 shares of Marriott including $21 per Starwood common stock. In the last [...]
San Diego Ice Cream Franchising: There Must be Strict Compliance with Disclosure Laws Around the country, there are differing legal frameworks and schemes for business franchising. California law is one of the most protective for the franchisees and requires registration of the franchise with the California Department of Business [...]
San Diego Franchises, Territories, and Non-Traditional Venues Many franchise agreements provide and specify an exclusive geographic territory for the franchisee's operation. This protects the franchisee from competition from another franchisee in the "system" and prevents abusive tactics and/or retaliation by the franchisor. It would be easy enough, for example, [...]
California Business Contracts: What is the Frustration of Purpose Defense? If your San Diego business finds itself defending a lawsuit claiming breach of contract, one possible defense to the case is the legal doctrine of Frustration of Purpose. This is one of several legal doctrines that will excuse performance [...]
New California Law: Time to Revise Your San Diego Nondisparagement Clauses Given the importance of business reputation, many employers have been insisting on nondisparagement clauses in their employment contracts. Many others have promulgated nondisparagement policies and have included them in their Employee Handbooks. Without such clauses, there are many [...]
Anti-Secrecy: National Labor Relations Board Says "No" to Litigation Gag Order We recently wrote about new laws taking effect here in San Diego and California that are attempting to prevent secrecy with respect to settlements and testimony in sexual harassment, discrimination, and retaliation cases. See California Senate Bill 820 [...]
California's New Sexual Harassment Anti-Secrecy Statutes Effective with the new year, San Diego and California companies and businesses dealing with sexual harassment cases should be aware of new anti-secret-settlement and anti-confidentiality laws. This article will discuss two new laws - Senate Bill 820 ("SB 820") and Assembly Bill 3109 [...]
The Palm Restaurant Case: Family Businesses Must Treat Family Shareholders Fairly A recent case decided in New York involving The Palm steakhouse restaurant chain is a good reminder that, even in family-owned and run businesses, minority shareholders must be treated fairly. See news report here. Family-run businesses sometimes forget [...]
Workersโ Compensation and San Diego Small Businesses Any San Diego business with employees must obtain and keep current workers compensation insurance. This is required by California law and there are substantial financial and potential criminal penalties for willfully failing to have workers compensation coverage. Even if you only have [...]
Business Identity Theft: As Destructive as Personal Identity Theft Once a corporation, s-corp, limited liability company, or other corporate entity has been formed, a new legal entity comes into existence. This new entity has an identity that is separate and apart from the identity of the owners. That business [...]
A Guide for the Annual Maintenance of Your San Diego Corporation or LLC After your San Diego corporation, s-corp, or limited liability company is formed, it is necessary and essential to ensure that your corporate entity receives the necessary annual maintenance. Regular maintenance is needed for any major investment; [...]
Effect of Statutory Conversion of California Corporate Forms For various good business reasons, it is not uncommon for businesses to seek to shift their corporate forms. As an example, a business owner might start out as a limited liability company ("LLC") but want to convert the LLC into a [...]
Corporation Not "Doing Business" in California for Owning Only A 25% Passive Non-Managing Member Interest in an LLC Doing Business in California The California Office of Tax Appeals recently issued a decision that might spur corporate investments by non-California corporate entities. See In the Matter of the Appeal of [...]
California Supreme Court on Employee Meal Breaks and Waivers In California, laws and regulations with respect to employees are governed by various statutes enacted by the California State Assembly and what are called Wage Orders issued by the California Industrial Welfare Commission ("IWC"). Occasionally, California courts are required to [...]
Practical Guide for Using and Protecting Your San Diego Trademark Trademarks and service marks are common throughout the business and commercial marketplace. A trade/service mark is any symbol or mark that identifies a product or service as having a unique commercial source. The symbol or mark can be words, [...]
Asset Purchases and Successor Liability: Californiaโs "Merely a Continuation" Doctrine As a general rule, if your San Diego business buys the assets of another company in an asset purchase/acquisition, your business does not automatically assume the liabilities of the seller. In fact, that is one of the reasons to [...]
Not Much is Needed to Prove Trade Secret Misappropriation in California Trade secrets are valuable business assets, and trade secrets are not the dramatic stuff of Hollywood action movies locked up in high-tech vaults. Under the California Uniform Trade Secrets Act ("CUTSA"), Cal. Civ. Code ยง 3426.1(d), trade secrets [...]
Employee Equity as Compensation: Corporations are Better Than LLCs In this article, we discuss another difference between corporations and limited liability companies ("LLCs"). Both are corporate entities and serve similar functions (such as providing a shield against personal liability for the owners). However, providing ownership equity as compensation is [...]
Helping Your Family Business Survive: Family Business Charters and Family Councils A recent trend with family-run businesses is the use of Family Business Charters and Family Councils to help smooth ongoing business functioning and to help increase the chances of a successful transition from one generation to the next. [...]
San Diego Business Contracts: When Mistake in Fact Will Allow Rescission With respect to San Diego business contracts, there are some circumstances in which a party can rescind a contract if there has been a mistake about material facts related to the contract. Avoiding mistakes of fact is one [...]
Franchise Agreements: Tips on Negotiating the Marketing Fund Contribution Requirement Almost every franchise agreement contains provisions with respect to marketing or advertising funds. Sometimes the provisions are called "brand building funds" or "brand awareness funds." In general, the provisions require that the franchisee to contribute monies into a fund [...]
Revisiting "Impossibility" as a Contract Defense: It is Not Impossible if There is a Suitable Replacement or Alternative In general, under California law, "impossibility" is a defense to a breach of contract claim. There are two types of impossibility - legal and factual. A legal impossibility might exist or [...]
San Diego Business Contracts: Tips for Ensuring Enforceability of Arbitration Provision A stand-alone arbitration agreement or an arbitration provision contained within a larger agreement is a useful technique for managing downside risk associated with litigation. Lawsuits are expensive and time-consuming. Admittedly, arbitration is not exactly cheap, but arbitration is [...]
Californiaโs Slack Fill Law is Amended Here in San Diego, if you manufacture or package consumer products, your business must be aware of federal and California's slack fill laws. A good corporate attorney can help you stay current with ever- changing legal requirements. Slack fill is empty space in [...]
Does a California Social Purpose Corporation Have to do Charity Work? Social purpose corporations formed here in San Diego and elsewhere in California have to engage in some socially beneficial activity, but that activity does not have be "charity work" in the traditional sense; or even giving money to [...]
Alternative Methods of LLC-to-Corporation Conversion When San Diego founders start a business, there are often very good reasons to use a limited liability company ("LLC") as the startup vehicle. There are some tax advantages, there is the ease of corporate upkeep and maintenance, flexibility with respect to division of [...]
Can I Form a California Corporation to Get Rid of My Personal Credit Card Debt? The short answer is "no." You cannot form a California corporation to get rid of personal credit card debt. Any attempt to shift personal debt into a new corporate entity can be seen as [...]
Top Strategies for Narrowing Scope of a Personal Guaranty in California One of most important reasons for running your San Diego business as a corporation, limited liability company, or other corporate entity is to avoid personal liability for business debts and judgments. The corporate entity provides a shield that [...]
What Constitutes โDoing Businessโ in California Under the Tax Code? For years, the California Franchise Tax Board has imposed tax liability on any out-of-state corporation or LLC that was "doing business" in California. See Cal. Rev. & Tax Code, ยง 23151. Section 23151 allows the taxation of foreign LLCs [...]
What is "Par Value" for California Corporation Shares of Stock? The concept of "par value" for shares of stock is a corporate legal concept that is "nearly dead," but not quite. "Par value" is the value set by a corporation -- in its articles of incorporation -- for the [...]
California Corporations and the Third-Party Bene๏ฌciary Rule Mostly, contracts are between two persons or businesses. Even with something as complicated as a building construction project, the contracts are bilateral -- owner with architect, owner with general contractor, general contractor with subcontractors, etc. In general, only the parties to a [...]
Lately, there has been quite a bit of law enacted and cases decided with respect to class action lawsuits and waivers. Some have been mystified at all the effort and attention. But limiting class action lawsuits can be significant for San Diego and California businesses. Class action lawsuits are very expensive to defend and they can result in millions of dollars of liability.
Recently, the California Supreme Court held that employees must be paid for off-the-clock work even if the work only takes a few minutes. The case involved a worker at a Starbuck's coffee shop in Los Angeles.
What is not so often recited is that the acceptance must include the idea that the person intends to be bound by the agreement and that he or she or the business entity understands that legal consequences are intended. It is this intent to be bound that often distinguishes legally enforceable contracts from social obligations.
In California, even though the "main" contract/loan might be with the corporation or limited liability company, a personal guaranty allows the creditor to sue the guarantor if the contract is breached or the loan becomes past due. Under California law, the creditor can sue the guarantor immediately without having to pursue a lawsuit first against the principal party to the contract.
San Diego Corporations: What are Authorized Shares Versus Issued Shares? When you form a California corporation here in San Diego, you must decide up front how many shares of stock you want to authorize. "Authorized shares" are shares of stock that a corporation can issue if the board of [...]
One of the purposes of creating and using a loan out company is to protect the performer from personal liability if there is a contract dispute -- or some other misfortune like an accident. The corporate form shields the personal assets of the performer since only corporate assets can be seized by creditors if there is a lawsuit and a judgment.
A loan out company is a corporate entity that is created to handle the details of contracting for performances by an artist, musician, or other performer. The loan out company hires the artist, musician, or performer as an employee and then "loans out" the employee for performance tours or for roles in movies or plays or whatever the particulars.
If you sign a commercial lease for your San Diego business, the lease will state that it is in force for a certain amount of time -- three years, five years, or whatever has been negotiated. Very likely there is also what is called a "holdover clause" that will vary in terms of the words used and the intent of the parties.
The costs of hacking, malicious data breaches, and accidental data leaks can be extensive and potentially fatal to a business enterprise. For example, Equifax had a massive data breach in 2017. Since then, Equifax has spent -- or is projected to spend -- $439 million through the end of 2018. Only $125 million of that cost is covered by insurance.
Aside from a method of reaching customers, pop-ups have become a marketing product or service launch tool coupled with social media and influencers. Pop-ups are supposed to be "fun" and "interesting," but there are still a host of legal issues that must be navigated if your San Diego business is considering the idea.
If you are running a successful business, you need to have solid and enforceable contracts. Some business owners think that a handshake deal or an oral agreement is all that is needed. And, sometimes that can be true. If the transaction is a "one-off" or in the nature of pay-as-you-go, maybe nothing formal is needed. But, mostly it is important to have written contracts.
With the new year approaching, now is the time to finally create a corporate entity for your business. Here are the top four reasons why NOW is the time:
In general, California courts will enforce contracts as written and based on the intent of the contracting parties as expressed in the contract. Rarely, a contracting party tries to make the argument that the contract is void for abusive sales practices or what is legally called "undue influence." California courts will only entertain the defense in the most abusive and aggressive circumstances.
In general, if two or more people are operating a business for the purpose of making a profit, they are operating a partnership. But, once the same people form a corporation to operate the business, then, by operation of California law, the partnership comes to an end and the former partners are now merely the joint owners of a corporation. In general, this is the "supersession doctrine."
One of the abuses that commonly occurred in the past was the use of different franchise agreements for different franchisees. As an example, a franchisor could negotiate a 10% royalty fee with one franchisor and then negotiate a 15% royalty fee with a different franchisee. Through the use of confidentiality and nondisclosure provisions, the franchisees would be prohibited from discussing the material terms of their respective agreements and, thus, the franchisor's unequal treatment would remain secret.
In general, San Diego businesses are permitted under California law to monitor employee workplace communications such as business phone calls and internet usage. More particularly, employers have the right to access employee business-use voicemail, email, texts, and other social media activity.
A good corporate lawyer will be able to read and review the private placement memorandum and provide some advice and counsel on various red flags that might be raised. Red flags are raised not only by what might be contained in the private placement memorandum, but by what might be missing.
San Diego Contract Defenses: Doctrine of Economic Duress If you are sued in California for breach of contract, there are some defenses that your San Diego business can raise that might win the case. The doctrine of duress is a general defense when the claim is made and evidence [...]
Contractual Notice Provisions: What is the Notice Prejudice Rule? Many San Diego business contracts contain provisions or clauses requiring various types of notice. For example, in a commercial lease -- a type of contract -- the tenant might be required to give 60 daysโ notice to the landlord of [...]
Strategies for Terminating a Business Contract That has "Gone Bad" It happens sometimes: You are doing your part, but your contracting partner is doing a bad job. Problems might include: Delivery is behind schedule Service is no longer top-notch Product quality is less-than-desired And more These unfortunate situations present [...]
Avoiding Unexpected Business Closure: Five Quick and Easy Steps for Business Succession Planning With small-to-medium sized San Diego businesses, an unexpected tragedy or personal accident can put the business in danger. The key person is often busy running the business and is not always careful to neatly file and [...]
Can San Diego Consumers be Bound by "Shrink-Wrap" Contracts? As a consumer, you have probably purchased a product -- often software or small electronic devices -- where a contract or licensing agreement is located inside the box. These types of agreements go by the name โshrink-wrapโ agreements. As a [...]
False Advertising in California: "One-A-Day" is False if the Dosage is Two-A-Day Occasionally, the way a product is branded -- its name and trademark -- can cause problems with respect to claims of false advertising. For example, we recently wrote about a US Ninth Circuit Court of Appeals case [...]
Corporate Governance: What is a Quorum Requirement? In general, corporations in San Diego and in California are governed by the votes of the shareholders (owners) and by the votes of the board of directors. Once a year or so, the shareholders or owners meet and they vote to elect [...]
San Diego Employers: Does Your Employee Handbook Address Age Discrimination? Age discrimination is not allowed by employers in California under both federal and California laws. If your business does not already have policies and procedures in place to prevent discrimination based on age, you should move quickly to rectify [...]
The Importance of Contract Language: An Insurance Case In California, courts will enforce contracts as they are written. Thus, the language used in the contracts is crucial if you want the contract to reflect your expectations. This is among the many reasons to hire a good San Diego corporate [...]
Invalidity of "No Poach" and Non-Solicitation-of-Employee Agreements California is strict when it comes to protecting the rights of individuals to seek employment and conduct their trade or business. In many states, employers can obtain agreements from their employees whereby the employee agrees not to work for a competitor in [...]
Forming Partnerships and Joint Ventures in California Under California law, general partnerships and joint ventures are created by the agreement among two or more persons/entities to run a business and share the profits. California statutes read as follows: "the association of two or more persons to carry on as [...]
Corporations Law: What Corporate Actions Require Board Approval? In general, corporations are run by their boards of directors. The California Corporations Code says, for example, that "the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of [...]
Top Three Legal Issues Concerning Medical Corporations California has corporate forms specifically designed for medical and healing arts professionals. Medical corporations differ from regular corporations in many ways, and as such, some legal issues are more important when establishing and running a medical corporation. In this article, we discuss [...]
Buying or Selling a Business: Options for Handling the Inventory If you are buying or selling a business here in San Diego or elsewhere in California, often one of the more challenging aspects of the transaction is how to deal with the inventory. This is particularly true when the [...]
Taxation and Legal Issues Concerning Founders' Shares Founders' shares are shares or ownership units of a company that are initially provided to a startup corporation or LLC. A person is considered a "founder" if he or she is one of the individuals who originally forms the company. These individuals [...]
Top Three Legal Issues for Continuing the Family Business After a Death If tragedy strikes a small-family run business, a host of legal questions arise about how to continue the business. When something like this happens, after the funeral, grieving is important and due time must be given for [...]
$1.8 Trillion Raised Via Regulation D Offering in 2017 In August, the Securities and Exchange Commission ("SEC") issued its annual survey and statistical research regarding Regulation D. The annual report is compiled by the SECโs Division of Economic and Risk Analysis (โDERAโ) and this report provides data regarding unregistered [...]
Uber Gets a Win: Drivers' Claims Must Go to Arbitration The Federal Court of Appeals for the Ninth Circuit recently gave Uber Technologies, Inc. a victory. Following the US Supreme Court's decision in Epic Systems Corp. v. Lewis, 138 S. Ct. 1612 (2018), the court held that arbitration agreements [...]
More Lessons For San Diego Businesses On Protecting Trade Secrets Many times, trade secrets are a key piece of intellectual property that can "make or break" a small business and it is crucial for San Diego businesses to protect them. An experienced San Diego corporate attorney can help. Under [...]
Will California Adopt the "Entire Fairness Doctrine" for Corporate Mergers and Acquisition? It is often instructive to keep apprised of case decisions and laws from our sister states. Of particular interest for San Diego corporate lawyers is to watch developments in Delaware law with respect to corporations and entity [...]
San Diego Hospitality Industry: New Law Requires Mandatory Training Regarding Human Trafficking In late September 2018, Governor Brown signed into law Senate Bill 970 ("SB 970") which mandates training on what are the signs and indications of slavery and human trafficking for workers in the hospitality industry. See report [...]
Key Lease Terms When Your Commercial Landlord is Doing a Build-Out With respect to San Diego commercial leases, it is not unusual for the landlord to do some build-out for the new tenant. A "build-out" is an agreed upon remodeling or retrofitting of the tenant lease space for the [...]
Owner Buy-Sell Agreements, Charges of Fraudulent Inducement, and Parol Evidence A recent California case provides some lessons with respect to owner buy-sell agreements and claims of fraud in the inducement. See IIG Wireless, Inc. v. Yi, 22 Cal. App. 5th 630 (Cal App. 4th Dist. 2018). In general, California [...]
Six Hallmarks of Good Company Board Minutes A California corporation acts through its board of directors. The shareholders -- the owners -- meet once a year to elect the board. The board then makes all the important decisions for the company. The board is required to meet at least [...]
Discussion of Alternative Contract Termination Provisions When a San Diego business signs a contract, almost always there is some provision or clause in the contract that relates to its termination. This is particularly true with any contract that relates to an ongoing obligation such as a supply contract, a [...]
Another Reason for M&A Due Diligence: Ignorance of Contract Provision is No Excuse for Non-Performance There is a well-established principle of California law that "ignorance of the contents of a contract" does not excuse performance. The idea that one might not know what is in a contract might seem [...]
Ownership Valuation (Part II): Discounts for Minority Interests and Lack of Marketability In part I of this series on ownership valuation, we discussed the premium that an appraiser might add for a controlling ownership interest. In this article, we discuss two of the main discounts - minority ownership interests [...]
Valuing Ownership Interests in a San Diego Business: What is a Control Premium? Valuation of a person's ownership interest in a San Diego business is important in several contexts including: Personal net worth statements Lending and other financial transactions Personal divorce proceedings Probate proceedings Individual and business bankruptcies Voluntary [...]
Good Corporate Legal Services are Essential to San Diego Small Businesses If you are running a San Diego business, you need an experienced corporate attorney to help. Legal services are not only necessary, but are essential and can actually help your business succeed. Here are a few of the [...]
Law Firm Engagement Agreement Void as Against California Public Policy: Sheppard Mullin (Part II) Generally, contracts entered into by San Diego businesses will be enforced by the California courts. However, a few exceptions exist to this general rule. One exception includes situations in which the contract is contrary to [...]
Truckers, Arbitration, and Independent Contractors: SCOTUS Hears Oral Arguments in New Prime Inc. v. Oliveira The legal battles continue over arbitration and over how to define "employee" versus "independent contractor" -- this time at the federal level and with respect to commercial truck drivers. In early October 2018, the [...]
Ninth Circuit Affirms a General Partnership Interest is a "Security" A recent decision from the US Ninth Circuit Court of Appeals provides yet another window into how a "security" will be defined by the courts here in California. See Securities & Exchange Comm'n v. Schooler, Case No. 16-55167 (US [...]
Protecting Trade Secrets Via Federal Law Almost every business -- even small businesses -- have trade secrets that should be legally protected. California law protects a business' trade secrets, such as a client list, under the California Uniform Trade Secrets Act ("CUTSA"). See Cal. Civ. Code ยงยง 3426, et. [...]
Web Accessibility Case Dismissed Title III of the federal Americans With Disabilities Act ("ADA") requires that businesses be accessible to those with disabilities. Of late, one of the thorny legal questions is whether the ADA requires that websites be accessible to those who are sight impaired and hearing impaired. [...]
Can Mandatory Arbitration be Avoided if the Underlying Contract is Illegal? If a contract calls for arbitration but the contract itself is void (or large important parts of the contract are void) then the arbitration provision is also void. The general rule in California is that arbitration provisions and [...]
Sexual Harassment Claims: Can I Make My Employees Take Polygraph Tests? Polygraph tests have been in the news lately. We were recently asked whether an employer -- a private company in the case we discussed -- could require its employees to take a polygraph test. Under current California law, [...]
Gender Quotas for Company Boards is Law Now in California Governor Brown recently signed Senate Bill 826, which required that publicly-traded companies headquartered in California must have women as members of their corporate board of directors. See USA Today report here. The final version of SB 826 requires that [...]
M&A Transactions: What is a Material Adverse Change Clause? When contemplating a merger and/or acquisition, one important consideration to be negotiated up front is what happens if there is a significant deterioration in the target company's business between signing and closing. The purchase/sales agreement might be signed in, say, [...]
Just Because There is a Force Majeure Does Not Mean There is No Breach of Contract Many business contracts contain force majeure clauses. For clarity, these might be better called "disaster clauses" or "big-things-beyond-our-control clauses." The general idea is that performance under the contract is suspended or excused in [...]
