Confidentiality Agreements: More Unintended Consequences
June 22, 2014

Confidentiality agreements are among the most common agreements in corporate practice, often viewed as routinized documents unworthy of close reading. When drafting and negotiating confidentiality agreements, however, both parties should be aware of potentially broad restrictions on their activities. For example, in an acquisition deal, a “use” restriction can be the source of a creative argument for a seller seeking to prevent an unsolicited offer or other activity that arguably requires use of the seller’s...

Term Sheet from Mediation Admissible If Settlement Reached, Regardless of Confidentiality Agreement
May 15, 2014

After the parties signed a term sheet in mediation to resolve a class action, one side tried to prevent the document from being introduced in court based on a mediation confidentiality agreement, but a federal trial court concluded that if a full settlement had been reached the term sheet would be admissible regardless of the confidentiality agreement, and the court could review the document to make that determination.  The court noted that neither the U.S. Court of Appeals for the Seventh Circuit...

Teen’s Facebook Post Costs Her Dad $80,000. Oops.
March 18, 2014

So Dana Snay, a Miami teenager, is probably in big trouble right now. As the Miami Herald reports, an appeals court just tossed out her father’s $80,000 age-discrimination settlement because she violated the confidentiality agreement by bragging about it on Facebook. The offending post: Mama and Papa Snay won the case against Gulliver. Gulliver is now officially paying for my vacation to Europe this summer. SUCK IT. “TMI,” cried Gulliver's lawyers. Patrick Snay had served...

Confidentiality Agreements: Some Unintended Consequences
March 4, 2014

This is part of a series of articles on transactional contracts issues by Prof. Michael L. Bloom and students in the Transactional Lab at the University of Michigan Law School. Business transactions often involve parties sharing information that they do not want used or discussed outside of the specific transaction. In an effort to protect their information, parties will often negotiate a confidentiality agreement to prohibit undesired use and disclosure of information. While confidentiality...

Mediated Settlement in Class Action Upheld Based on Term Sheet
May 27, 2013

Mediation in California resulted in the parties reaching an agreement, signing a term sheet and reporting success to the federal...