This is a copy of the Third Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement by and between the U.S. Department of Treasury and Federal National Mortgage Association ("FNMA" or "Fannie Mae") as posted in www.treasury.gov.

Attorney (A) represented client (C) in a breach of contract suit against. A was paid discounted hourly fees and provided a lien for the fee difference. Court awarded judgment to C and $152K in attorney's fees. Behind A's back and without paying the legal fees, C entered settlement and filed acknowledgement of accepting "payment or performance other than that specified in the judgment in full satisfaction of the judgment.” A sued C for tortious interference with contract, and court of appeal upheld this.

A landowner ("L") contracted with contractor ("C") to have a factory plant built on its land, and the contract contained defense and indemnity provisions and that the contract may be assigned. L later sold the property to a third party ("3P"). An employee of 3P was killed and brought a wrongful death action. 3P tendered the action to C for defense, but C refused to defend 3P. 3P defended itself against the action and then sued C for indemnity. Held: an assignee of contract indemnification rights stands in the shoes of the indemnitee. 3P may recover its defense costs from C.

When the occasion arises that you are given a contract or written agreement to sign off on, be sure not to ignore all of the so-called boilerplate language toward the end.

This is a copy of the Stock Purchase Agreement between GENERAL AMERICAN MUTUAL HOLDING COMPANY and METROPOLITAN LIFE INSURANCE COMPANY, dated as of August 26, 1999, as posted on the web site of Department of Insurance of State of Missouri.

Most small business owners are familiar with the two most prevalent uses for confidentiality agreements: (1) when tire-kicking a competitor’s business prior to making an offer; or (2) when hiring a key employee who will have access to your confidential information. However, many entrepreneurs ignore the need for confidentiality agreements in their day-to-day business, as they share their company's customer lists and business strategies with outsiders. Any time information will be shared with an outsider, you should consider executing a confidentiality agreement.

The subject of contracts is an ever-fascinating one to a small business lawyer. Why is that? Well, I guess because there are so many pitfalls in what busy entrepreneurs consider "just boilerplate." Personally, I don't believe in ignoring boilerplate … I believe in tackling it head on, whenever possible … whenever necessary.

No matter what the agreement is … no matter how long you have been doing business with each other … no matter how "minor" it seems … create a written record of that oral agreement.

In most instances an oral contract is as "legal" as a written contract (with the exception of real estate). So yes, my client's "proposal" certainly constitutes more "evidence" of a contract than two parties who just begin to do business with each other with no other formalities. But, how do you prove it?!

Here's a cost-saving tip and a word of caution for small entrepreneurs who work to push services and products out the door to clients: Be sure you own what you think you own.