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DarkLordSid Registered: Aug '04	Date Posted: 10/21/06 3:41am Subject: I will make it leeegal...
	Okay, got permission to post this, it's from an old exam, no longer used so it's safe to post. Again, got a friend who is in law school and he sent me this: This is an actual question from Contracts exam. See what I have to put up with? It's like Episode III told in legalese. I kept trying to suppress my snickering so I wouldn't get yelled at. (name withheld for privacy) Question 2 –- The Choice (30 percent) Xnakin Hellrazor (X) is an extremely gifted member of community policing company, Yodah Services, Inc. (YS), named in honor of its founder and director Yodah (Y). X has had a troubled employment relationship with Y from the very beginning. Indeed, when X and YS entered into an agreement, Y feared that, if X were later to leave Y’s employ, X would use the information he would learn while under Y’s tutelage for nefarious purposes, such as persuading YS’s clients to hire him instead of YS. Accordingly, YS insisted that X agree to the following language: "[X] hereby promises not to perform any protection services within a 50-mile radius of [YS] for five years after termination of the agreement." The agreement also provided that X would be paid $100,000 annually, but that "in the event of termination, [X] would receive annual compensation in the following form: at the end of each year, payments of $100,000, $80,000, $60,000, $40,000, and $20,000. In other words, post-termination annual payments would decline each year by $20,000, after which they would end. Discussion between X and Y prior to signing this agreement indicate that the purpose of structuring post-termination payments in this way was to compensate X in accordance with the harm he could do to YS’s continuing interest in retaining customers (on the assumption that, as time passed, X’s ability to persuade YS’s customers that he could easily step into YS’s shoes would decline). X in reply insisted that the agreement also provide as follows: "when and if Y decides to retire, X shall have the right to purchase YS for a consideration to be negotiated in accordance with the value of X’s performance of his covenant not to compete with YS that would be applicable in the event of the termination of X’s employment relation with YS." While working for YS, however, X learned some particularly powerful new techniques, enabling him to construct devices that radically improved the quality of the services he was able to provide to YS’s customers. It is unclear, under the applicable intellectual property law, whether YS owns the right to these improvements, X owns them alone, or ownership rights to these improvements are shared by X and YS. Yet, only X, because of his special skills developed over several years of training and self-improvement, would be able to realize the full value of the new devices. Contrary to some rumors circulating in the industry, the new devices were not prosthetic implants, making X a cybernetic creature with mechanical attributes. X is still a man, flesh and blood throughout; it is only his superior training that makes his use of the new devices unique and of irreplaceable value to YS’s customers and therefore YS. Over time, X’s product improvements had allowed the company to grow by leaps and bounds, permitting YS to offer a full range of protective services to its customer base. Y was beginning to fear that X’s regular lunch meetings with YS’s chief competitor, Sid Palpable (S), YS’s most feared commercial adversary over the many years they have struggled for mastery, indicated a weakening of X’s loyalty to YS. Therefore, Y called an extraordinary meeting of his chief advisers, including representatives from the legal, accounting, advertising, customer relations, and product development divisions of YS. A member of the always overanxious legal department told Y in the meeting that the legal department could not guarantee the enforceability of the covenant not to compete, because of untested consumer protection law in the jurisdiction. Y’s favorite employee, Ben Obie (B), who had for long feared that X, as a mere junior employee was outshining him as a moneymaker for YS, took this opportunity to suggest to Y that "perhaps we ought to test Xanakin’s loyalty by asking him to report on Sid’s latest moves against Yodah." When B went to X with this proposal, X found it to be beneath his dignity, and asked whether such an order really could come from Y. B said it was the decision of the full council of advisers, including Y. X nodded, but thought to himself that he would have to tell S that Y had asked him to betray their friendship. In their next lunch meeting, X told S that Y had asked X to spy on S, prompting S to say, "if you ever need to leave Yodah’s services, you know where you can find a home." Parenthetically, S, who is a lawyer, correctly reminded X that there is no tort of interference with contractual relations in this jurisdiction, so S felt free to try to encourage X to terminate his employment contract with YS. X said in reply, "that’s good for you, but how about me? Don’t I have to be careful about leaving the company?" S, always the clever one, noted that X could try to buy himself out of the contract, rely on YS’s refusal as a breach of the contract, and then use the new devices he had developed as Y’s employee. S would enter into a new contract with X under which they would share the profits produced by the combination of X’s skills and the new devices developed while he was employed by YS and S’s services, including legal, advertising, and customer relations strengths. X is considering this proposal, and he has come to your firm for legal advice. You are the junior associate assigned to the matter. Please evaluate his legal options. Preliminary discussions with YS’s general counsel and YS have revealed the forgoing facts. You should set aside whatever scruples you may have about X, for (as some have said) he may simply be misunderstood and a good man at bottom. Even so, your duty of zealous representation requires you to evaluate his legal position regarding his rights and duties with respect to his legal relationship with YS. Please write that memorandum. X may not be very forgiving if you do not comply. -----signature----- Smilin' Sid's Used Speeders and Appliances Buying anywhere else is just... Un-nat-ural "You WILL buy one of my speeders.. I have foreseen it" Proud sponsor of Order 66 Irony is not that thing you use on your shirts
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Master--Kenobi Registered: Dec '03	Date Posted: 10/21/06 8:20pm Subject: RE: I will make it leeegal...
	ROFLMFJAO!!! Gods...just dying!!! That is too bleedn funny for words. Someone had WAAAYYYYYY too much fun thinking that one up. (And it really DOES translate into legal-ese!) -----signature----- "Hello, Beastie!"
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DarkLordSid Registered: Aug '04	Date Posted: 10/25/06 1:04pm Subject: RE: I will make it leeegal...
	Was tough reading it all, part way through I started to look for shiny things. But then someone said, "Hey, Sid, you're in the middle there!" so then I had to go back and catch that part. Heh, in legalese I guess what Sid did was considered a "Hostile Take Over". -----signature----- Smilin' Sid's Used Speeders and Appliances Buying anywhere else is just... Un-nat-ural "You WILL buy one of my speeders.. I have foreseen it" Proud sponsor of Order 66 Irony is not that thing you use on your shirts
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