David Canton is a business lawyer and trade-mark agent with a practice focusing on technology issues and technology companies.
ITBusiness.ca reports that Microsoft has announced that Vista and Office 2007 will be available to corporate customers this month. Consumers will have to wait until January.
So the question is – are you an early adopter wanting to be the first to upgrade – or would you rather wait a bit and let others sort out whatever initial issues might arise?
USA Today has an article that refers to a recent poll that asked about customer tech support. The results were not pretty. For example, 90% of those surveyed say they have had a bad experience, and 71% think customer service reps are not properly trained.
Everyone complains about this – I don’t know why companies don’t try to do better.
I had a recent experience where I bought something that did not work properly. It had to talk to 3 different customer service reps for the vendor over the course of a week before they decided that the services they had sold me were just not available in my area. And that’s after the first rep decided the problem was the equipment they sold me was defective – and that I would have to exchange it. So in the end, after a week and a half, a couple of hours on the phone, more hours returning equipment to the store twice, and all the set-up time – the end result was that I have to get the services from their competitor.
David Canton – For the London Free Press – November 3, 2006
An Ontario court recently refused to enforce an agreement by which the parties to the agreement had not abided.
It is important to put agreements in writing, but it also is important to follow them. If the parties jointly choose not to follow certain aspects of an agreement, one of them can’t later change its mind and enforce it.
In Jedfro Investments Ltd. versus Jacyk Estate, three investors entered into a joint-venture agreement to develop property. The investors purchased the property with cash and a promissory note and intended to make payments through the sale of lots. The real estate market plummeted and the investors were unable to meet payment obligations.
The joint-venture agreement contained provisions to deal with the situation by providing a method for one of the parties to buy another out.
Instead, one of the investors took over the note and the plaintiff gave its share of profit to the party that took over the note payments.
A foreclosure occurred, the plaintiff was out of the picture and the other two investors entered into a new arrangement to develop the property.
The plaintiff sued the other two investors seeking a share of profit from the new deal, arguing the other two investors breached the original joint-venture agreement.
While that was true, the judge was not sympathetic. The plaintiff went along with the actions of the other two parties and had ample opportunity to object at the time.
The judge stated, “Where parties act in a way that shows that they do not intend to comply with or be bound by the terms of their written agreement, one party cannot later come to court and ask to have the agreement enforced for its benefit. Enforcing the written agreement in these circumstances would be contrary to the intention of the parties, as evidenced by their conduct.”
This decision is based on the principle of detrimental reliance, when one party does something based on the acts, representations or promises of another. If someone takes steps in reliance of those, the person upon whom the actor relied is entitled to contend there was an agreement.
If the parties collectively ignore the terms of an agreement, neither party can later enforce the ignored terms against the other. You cannot ignore an agreement when it does not benefit you and ask for enforcement of the same agreement when it does.
Parties to an agreement should be aware their behaviour may affect their ability to enforce their contract. On the flip side, if one is acting contrary to an agreement and the other side is willingly going along, it would be wise to have the parties explicitly acknowledge it in writing.
Business arrangements can sometimes go sour despite the best intentions of the parties. One way to lessen the risk of problems is to put the agreement in writing. Here are ten reasons why that is a good idea.
1. An oral contract is not worth the paper its written on.
2. The person you dealt with at the other company might leave or get hit by a bus.
3. It brings clarity – no one really knows what the deal is until its in writing.
4. Corporate memory is highly over-rated.
5. Judges, regulators, and tax collectors like written agreements.
6. You are less likely to hear “That’s not how we figured the deal”.
7. The process of putting it on paper leads to a true meeting of the minds.
8. Better to kill the deal early if you can’t sort out your differences, than later after investing time and money.
9. People remember what they want to remember.
10. Combats the “but that’s not how we do things here now” retort part way through the deal.
Videotron, a Quebec based ISP and cable TV operator, was quoted in newspaper articles yesterday as calling for a tariff on content providers such as Apple and Amazon. Videotron thinks the content providers are getting a free ride.
Michael Geist and Rob Hyndman were both quick to point out why that’s not a good idea. I encourage you to look at their comments.
My perspective is that it would be equally logical for content providers to try to charge Videotron for the priviledge of allowing Videotron customers to access their content. After all, without providers of content and services such as Apple, Amazon, Google, etc., Videotron would not have customers eager to buy their services.
A colleague pointed me to a video on the American Civil Liberties Union showing what it might be like to order a pizza if we had no privacy protection.
Its worth a look – its both amusing and scary.
BusinessWeek has an article saying that Texas Instruments is worth watching because its chips are fast becoming the workhorse for key industries in the Digital Age.
The premise is that the future of computing is not in PC’s, but in portable devices and consumer electronics. The article quotes the TI CEO as saying “We’ve moved out of this PC era and into an area where communications and entertainment are driving technology“.
Its an interesting read on several fronts – the growth of Texas Instruments, the types of devices their chips are in, and an indication of the future of computing at the device level.
Unless otherwise stated, all original material created by David Canton included in this blog is licensed under a Creative Commons License.
