Whose idea is it anyway?

Every day across America, the spirit of innovation plays itself out as budding entrepreneurs hand in their resignations (sometimes jubilantly!) from regular employment and a steady paycheck to strike out on their own with grand ideas about the next big thing.  Probably most ground-breaking business concepts had their roots in someone’s work for another company where the individual acquired skills, experience and situational awareness that led to a flash of brilliance that spawned a new company and sometimes a complete paradigm shift in a business sector or the national/global economy.

But that dynamic begs the question: whose idea is it anyway?  “Who cares,” you ask?

A Computer with Vista is A Room with(out) a View

NOTE: Originally published on Sunday, November 23, 2008 on AsheLockhart.com. Republished here because sometimes a good rant cleanses the spirit and because the folly of Vista is as instructive today in the new normal of 2011 as it was in the giddy days of 2007 – 2008, perhaps even more so.

[START RANT] In the movie A Room with a View (adapted for the screen from the novel of the same name by E.M. Forster), Miss Lucy Honeychurch and her chaperone, Charlotte Bartlett, arrive excitedly at the The Pension Bertolini in Florence Italy expecting a room with a view. Then they open their window and are distressed to find they have a view only of the courtyard – nothing like the vista they were so looking forward to.

Now, I’m nowhere near the first person to write a piece criticizing Microsoft for its lousy execution of Windows Vista. In fact, quite possibly the last. But I might be the first person to draw on the classic Forster novel as an intro to a criticism of a modern computer operating system. Yet, it’s a good analogy. The women were disappointed to the point of distress. How many Windows Vista users would say they have had the same experience?

Are We Paperless Yet?

It seems like technology prognosticators used to tell of a future without paper. They promised that all this marvelous computer-driven technology would make paper a relic of the past. Yet, somehow, our precious predilection for paper persists. In fact, it seems paper is more prevalent than ever. It’s almost as if we are determined to wipe out the world’s forests, one page at a time.

Part of the problem is that when we receive paper – in bills, documents and correspondence – we do not have convenient ways to convert the paper into electronic form for storage or to share with others.

Unemployement Benefits for Startups & Entrepreneurs

A characteristic of the current, dismal economy is that managers, executives and professionals are joining the ranks of the unemployed in significant – perhaps unprecedented – numbers. This is especially true in Charlotte, where banks, financial companies, law firms and service providers are laying off large numbers of highly skilled employees. For many of these displaced managers and professionals, job opportunities in the Charlotte area are slim to none.

Necessity being the mother of invention, it has long been true that entrepreneurship rises when unemployment rises. Displaced employees often see self-employment as the most reliable means of replacing lost income. And these budding entrepreneurs often think of their unemployment benefits as a form of startup capital. So, can a new entrepreneur draw unemployment benefits after starting a business?

Acceptable Use Policies

Here is a link to a paper I co-authored in 1997 with several law school classmates in which we prepared a Model Acceptable Use Policy for Corporate Internet Systems. Although this was prepared some time ago, it offers a number of useful ideas to help companies set up policies to educate employees on appropriate and prohibited uses of a company’s technology assets.

Internet Service Providers and Third Party Liability

Here is a link to a paper I co-authored in 1997 on the subject of internet service provider (ISP) liability.  After reviewing it recently, I believe it continues to be relevant on the issue of third-party liability for ISPs.  If nothing else, it provides a good overview of the contours of the third-party liability arising out of the internet.

At this point, some 15 years after the first widely distributed web browsers, the world wide web has permeated just about every aspect of modern life.  One of the consequences of the widespread use of the web is that parties who might never have been aware of each other in earlier times are now routinely in disputes with one another over a number of issues, such as defamation, copyright infringement and violations of privacy.  And it will be quite some time before the law catches up to the seemingly infinite variety of problems and conflicts that can arise out of the internet.

Startups Wanted

On Thursday, February 26, UNC-Charlotte’s Office of Technology Transfer hosted a workshop titled “Tips on Starting a Company and finding seed funds.”  The agenda was to provide entrepreneurs with information on the basic legal and funding options for starting a business.  As I prepared for my presentation on basics of business law, I thought about the role of the entrepreneur in Charlotte’s business community.  Before I get into some thoughts on entrepreneurs in Charlotte, I’d like to get some basic vocabulary on the record.

En·tre·pre·neur -

a person who organizes and manages any enterprise, esp. a business, usually with considerable initiative and risk (Random House Dictionary);

A person who organizes, operates, and assumes the risk for a business venture (American Heritage Dictionary);

One who organizes, manages, and assumes the risks of a business or enterprise (Merriam Webster).

The most prominent common denominator of the three variations of the definition of “entrepreneur” is the word “risk.”  Then, note that the first definition adds some color with ”usually with considerable initiative….”  So, now we have some ideas about entrepreneurship to work with as we discuss entrepreneurs: initiative and risk. 

Can you Spam?

Q. I received an email that went to many other recipients.  All of the other recipients’ e-mail addresses were displayed.  Am I legally allowed to use those addresses to send information about my business?  Where can I look up rules and regulations?

If you send an unsolicited email to the other recipients, this may be a spam e-mail.  In 2003, Congress enacted a law called the CAN-SPAM Act to regulate spam e-mail (sometimes jokingly referred to as the “You Can Spam Act”).

The CAN-SPAM legislation prohibits sending commercial e-mail without an accurate return e-mail address, using false or misleading transmission information, using deceptive subject headings or to a recipient who has requested not to receive further commercial e-mail. It also requires that the sender include clear and conspicuous identification that the e-mail is an advertisement or solicitation, an obvious means by which the recipient can opt out of further messages and a valid physical postal address for the sender.

Signed, (SEAL)ed, Delivered

Have you ever wondered why some contracts have “(SEAL)” printed at the end of a signature line?  The use of (SEAL) as required for contracts in North Carolina has been abolished – as it has been in most other states.  However, there are two reasons why (SEAL) is still a common device on a contract: (1) a contract “under seal” extends the statute of limitations for breach of contract from 3 to 10 years and (2) in North Carolina, a contract under seal is a substitute for consideration (which is what you offer in exchange for the other party’s performance of their obligation under the contract).  Case law from the NC Supreme Court holds that if a contract is under seal, then a court may not inquire behind the seal as to whether there is consideration.  The NC Court of Appeals has ruled, in contrast to our highest court, that a contract under seal creates only a rebuttable presumption of the existence of consideration.  The use of (SEAL) is probably most commonly found in consumer boiler plate contracts – like cell phone contracts, auto loan documents and credit card agreements.  But business documents do occasionally include the (SEAL) device on the signature line.

Welcome to UnCommon Sense.

Welcome to UnCommon Sense, where I will (attempt to) publish practical, useful thoughts on the often intricate and sometimes counter intuitive legal issues that present opportunities and challenges for start-ups, small businesses, emerging growth and middle market companies.  I practice business, corporate and technology law in Charlotte, North Carolina with Lockhart, pllc (you can also check out my personal website at AsheLockhart.com).  If there is anything you would like to see here, please don’t hesitate to let me know.