Incorporation by Reference of Terms and Conditions: Notice, Objection, Emphasis, Enforceability, Clear Reference Test
Recording of a 90-minute CLE video webinar with Q&A
The CLE webinar will guide counsel on the validity of terms incorporated by reference. The panel will discuss the rise of online terms and conditions incorporated into agreements and how to clarify that the parties had knowledge of and assented to the incorporated terms. The panel will review best practices when reviewing contracts with hidden terms and what is necessary for enforceability when clients wish to use incorporation by reference.
Outline
- Incorporation by reference
- Requirement for enforceability
- Clear and express language
- Agreed and assented to by both parties
- Case law
- Limitations
- Best practices
- Requirement for enforceability
Benefits
The panel will discuss these and other relevant topics:
- What grounds can invalidate an incorporation by reference clause?
- What recent cases have limited the enforceability of an incorporation by reference clause?
- When contracting with the government, what practices should be utilized rather than incorporated by reference?
Faculty
Julia B. Jacobson
Partner
Squire Patton Boggs
Ms. Jacobson helps clients maximize the value of their strategic relationships by drafting and negotiating a wide range... | Read More
Ms. Jacobson helps clients maximize the value of their strategic relationships by drafting and negotiating a wide range of commercial contracts, particularly technology-centric agreements and the deployment of machine learning and artificial intelligence. For both product and service providers and users, she structures and negotiates contracts and develops customized template agreements and tools for vendor screening and assessments. Additionally, a significant portion of Ms. Jacobson’s practice is devoted to advising clients on an array of privacy, cybersecurity, data breach and data governance matters. She assists clients with the design and development of privacy-sensitive policies for the collection and use of personal data.
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Masaki James (Saki) Yamada
Partner
Ahlers Cressman & Sleight
Mr. Yamada’s practice focuses on preparing and negotiating construction contracts (public and private), resolving... | Read More
Mr. Yamada’s practice focuses on preparing and negotiating construction contracts (public and private), resolving complex construction claims, defending and appealing L&I/WISHA violations, prosecuting and defending construction defect claims, and handling construction-related insurance matters. Mr. Yamada’s practice also includes commercial leases and communications law (i.e. cell towers). He regularly represents general contractors, subcontractors, developers, business and property owners, and design professionals. Mr. Yamada has successfully mediated numerous multi-million dollar construction claims and negotiated contracts for private and public projects in Washington State, Oregon and the City of Seattle. Mr. Yamada has represented his construction clients in a wide variety of venues and has extensive litigation and jury trial experience in state and federal courts, experience resolving disputes through private arbitration, experience before the Labor & Industries Board of Industrial Appeals, and experience in Washington’s court of appeals.
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