TECHNOLOGY, OUTSOURCING, AND COMMERCIAL TRANSACTIONS
NEWS FOR LAWYERS AND SOURCING PROFESSIONALS

Companies that use app-based technology platforms to connect consumers directly with service providers have faced an important question of whether the individuals providing the services are contractors or employees. California recently passed legislation that requires companies to treat contract workers that perform core company functions as employees.

A recent Delaware court ruling found an agreement to be unenforceable despite being executed by each of the parties via “orphan” signature pages because there was insufficient evidence that the parties had a meeting of the minds as to which version of the contract they were signing. While the facts of this case could be characterized as a “perfect storm” of circumstances to invalidate the commonly accepted practice, it is worth noting the court’s findings for any takeaways that could help you avoid being blindsided by the invalidation of a contract.

Many contracts in the United Kingdom and elsewhere contain amounts that are indexed to the Retail Price Index (RPI). Morgan Lewis partner Bruce Johnston recently published a LawFlash outlining how recent changes to the UK RPI could impact contracts that leverage the index.

More broadly, many clients take for granted that indexes published by third parties (for example, the Consumer Price Index in the United States) generally reflect the economic reality of their transactions. We recommend that before simply referring to a particular index, lawyers take a few extra steps to add value for their clients.

  1. Look up the index. Does it still exist? Consider adding a mechanism into the agreement that allows a new index to be selected in the event the chosen one is discontinued.
  2. Has the index been around for a while? If not, consider using something that has.
  3. Has the index changed recently? If so, alert your client.
  4. Are there other indexes that may more accurately address the economics of the transaction? For example, is the Producer Price Index potentially more applicable than the Consumer Price Index?

Read the full LawFlash >