contracts

The Fraud is in the Closing: AI, Spoofed Emails and New Jersey Lawyers

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This article was originally published in New Jersey Lawyer in August 2026. When Fraud Moves Into the Closing Process Transactional lawyers have long treated fraud as a problem of deal substance: misstatements in financial disclosures, omissions in disclosure schedules, inaccuracies in representations and warranties. The risk, conventionally understood, lives in the four corners of the agreement.  That … Read more

Trump’s IRS Immunity Deal Is Not Law. It’s Paperwork.

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This insight was originally published by Slate under the title The Trump Immunity Deal Is Neither a Deal Nor Does It Provide Immunity. A single sheet of paper sits somewhere in the files of the Justice Department announcing, in capital letters, that the United States is “FOREVER BARRED and PRECLUDED” from pursuing any claims against … Read more

NIL at Five: AI Is the Next Battleground for Athlete Likeness Rights

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Name, image and likeness compensation for college athletes just passed its fifth anniversary, and the ground has shifted again. The House v. NCAA settlement, approved in June 2025, let schools pay athletes directly for the first time and built a new compliance apparatus around third-party deals. But the most interesting legal questions in the NIL … Read more

Evergreen Clause: This is the Clause that Never Ends 

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SUMMARY An evergreen clause automatically renews a contract at the end of its term unless a party takes affirmative steps to cancel within a specified window. Common in software subscriptions, commercial leases, service agreements and equipment leases, these provisions are enforceable and frequently overlooked. Understanding how they work, where they hide and how to negotiate them … Read more

When Limited Liability Fails: Personal Exposure for Business Owners

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Even without a personal guarantee, business owners are not automatically shielded from liability. Whether limited liability holds depends heavily on the structure of the business and just as importantly on the owner’s conduct. Courts routinely impose personal liability in several recurring situations, and the analysis tends to focus less on formal labels and more on … Read more

Lemon Laws in New Jersey and New York

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SUMMARY New Jersey and New York lemon laws protect car buyers from defective vehicles. In New Jersey, coverage lasts 24 months or 24,000 miles with presumption after 3 repair attempts or 20 days out of service. New York provides 18 months or 18,000 miles coverage with presumption after 4 repair attempts or 30 days out of … Read more

Key Issues in Non-Disclosure Agreements

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SUMMARY Before signing an NDA, scrutinize the scope of confidential information, exclusions and duration. Watch for residual knowledge restrictions that prevent using information retained in memory. Review return obligations, remedies including injunctive relief, fee provisions and jurisdiction clauses. Beware hidden non-competes or IP assignments. Ensure restrictions are reasonable and compliance is feasible. Non-disclosure agreements are … Read more

Why Isn’t Publishers Clearing House Paying Its Prize Winners?

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SUMMARY Publishers Clearing House (PCH) filed for Chapter 11 bankruptcy in April 2025 due to declining magazine sales, heavy debt and an $18.5 million FTC settlement for misleading sweepstakes marketing. Despite initially assuring uninterrupted payments, PCH ceased lifetime prize payouts by July 2025 after ARB Interactive acquired its assets but not liabilities. Past winners, including … Read more

AI-Powered Contract Analysis in M&A

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A variant of this post was published in Deal Points, the Newsletter of the Mergers and Acquisitions Committtee of the American Bar Association. In mergers and acquisitions, contracts form the backbone of transactions, governing crucial aspects such as liabilities, obligations, warranties and intellectual property rights. The thorough analysis of these contracts is a critical component … Read more

Tariff Increases as Force Majeure Events

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The Trump administration’s recent expansion of tariffs has prompted many businesses to question whether significant tariff increases can trigger force majeure provisions in contracts. This issue has become increasingly urgent as companies navigate dramatically increased costs in 2025’s volatile global trade environment. Force majeure clauses typically excuse contractual obligations when extraordinary, unforeseeable events beyond either … Read more

Indemnification & AI Services

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As artificial intelligence technologies continue to evolve and permeate various industries, the legal landscape surrounding their use becomes increasingly complex. One of the critical aspects that legal professionals must navigate is indemnification, particularly as it pertains to AI companies and their customers. This blog post explores the significance of indemnification in the context of AI, … Read more

FTC’s New “Click to Cancel” Rule

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In a landmark move to combat persistent consumer harm, the Federal Trade Commission has unveiled comprehensive new regulations governing negative option programs and recurring subscriptions. This sweeping rule arrives after decades of consumer complaints and a steady stream of state and federal enforcement actions that highlighted the inadequacy of existing piecemeal regulations. While negative option … Read more