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It is absolutely lying. The original owners could have put in a voluntary, irrevocable, liquidated damages clause that is sufficiently punitive that no subseque

by Veserv 4y ago

It is absolutely lying. The original owners could have put in a voluntary, irrevocable, liquidated damages clause that is sufficiently punitive that no subsequent owner of the company would think to violate it. As they intend to honor the “lifetime license” for a lifetime and totally do not intend to renege for that duration there is no harm in enforcing that clause with force of law.

dahart 4y ago
You didn’t even consider the question I asked. Why are you making the assumption that sale of a lifetime license isn’t currently enforceable by law? The article only complained and didn’t attempt to challenge their license. Your idea only works if someone is willing to challenge the company. If the new owners of a company are choosing to break the contracts or the law, why would you expect another contract to help? There are a million and one promises companies have made to customers and other companies by the time they are acquired. Installing clauses like you suggest for all of them is wildly unrealistic, would be very expensive in billable lawyer hours, may delay or subvert the sale, and above all may be unnecessary/unhelpful/confusing if the existing customer contract is already legally binding.
- Veserv 4y ago
  I did, in fact, consider the question you asked. The terms are enforceable by law, but the ability to enforce is so limp-wristed and ineffectual as to provide effectively no recourse with respect to getting the specific terms of the contract executed which is what unsophisticated consumers morally deserve in contracts of adhesion (or a immediate full refund). That companies find it inconvenient for their pocketbook and deal flow to actually bind themselves in a effective way to the terms of their promises to the legally unsophisticated public is ethically repugnant. If they do no want to do so then they can just not promise or imply such terms, nothing is forcing them to make promises that they have no intention to be bound by.
slavik81 4y ago
> The original owners could have put in a voluntary, irrevocable, liquidated damages clause that is sufficiently punitive that no subsequent owner of the company would think to violate it If a court believed the liquidated damages were punitive, they would reject the value specified by the contract and substitute a more reasonable estimate of the actual damages.
- Veserv 4y ago
  I am aware such a result is possible, but as far as I am aware (I am not a lawyer) punitive liquidated damages being substituted occurs due to a general legal theory of unconscionability that such terms are imposed against a weaker party and are sufficiently unfair. That is not the case here as this is the clearly strong party, being the entity drafting the contract of adhesion, uniformly adding it to contracts where they have complete control over the terms where it harms themselves for the benefit of the weaker party. I find it highly unlikely that a clause with such facts would be struck down in existing precedent or in the future, though I could be wrong. If I am wrong, then I need to come up with a new idea.

by Veserv 4y ago

dahart 4y ago

You didn’t even consider the question I asked. Why are you making the assumption that sale of a lifetime license isn’t currently enforceable by law? The article only complained and didn’t attempt to challenge their license. Your idea only works if someone is willing to challenge the company. If the new owners of a company are choosing to break the contracts or the law, why would you expect another contract to help? There are a million and one promises companies have made to customers and other companies by the time they are acquired. Installing clauses like you suggest for all of them is wildly unrealistic, would be very expensive in billable lawyer hours, may delay or subvert the sale, and above all may be unnecessary/unhelpful/confusing if the existing customer contract is already legally binding.

Veserv 4y ago
I did, in fact, consider the question you asked. The terms are enforceable by law, but the ability to enforce is so limp-wristed and ineffectual as to provide effectively no recourse with respect to getting the specific terms of the contract executed which is what unsophisticated consumers morally deserve in contracts of adhesion (or a immediate full refund). That companies find it inconvenient for their pocketbook and deal flow to actually bind themselves in a effective way to the terms of their promises to the legally unsophisticated public is ethically repugnant. If they do no want to do so then they can just not promise or imply such terms, nothing is forcing them to make promises that they have no intention to be bound by.

slavik81 4y ago

> The original owners could have put in a voluntary, irrevocable, liquidated damages clause that is sufficiently punitive that no subsequent owner of the company would think to violate it If a court believed the liquidated damages were punitive, they would reject the value specified by the contract and substitute a more reasonable estimate of the actual damages.

Veserv 4y ago
I am aware such a result is possible, but as far as I am aware (I am not a lawyer) punitive liquidated damages being substituted occurs due to a general legal theory of unconscionability that such terms are imposed against a weaker party and are sufficiently unfair. That is not the case here as this is the clearly strong party, being the entity drafting the contract of adhesion, uniformly adding it to contracts where they have complete control over the terms where it harms themselves for the benefit of the weaker party. I find it highly unlikely that a clause with such facts would be struck down in existing precedent or in the future, though I could be wrong. If I am wrong, then I need to come up with a new idea.