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Summary
In M&A transactions, lawyers are generally expected to verify IP ownership unless explicitly excluded in the engagement letter. If the engagement letter is broad and does not exclude this responsibility, it could lead to misunderstandings about the scope of work. If your lawyer did not perform this due diligence and claims it was out of scope, consider discussing the issue directly with them or seeking a second opinion. If unresolved, you may explore filing a complaint with the Solicitors Regulation Authority (SRA) in England.Full Conversation
I hired a lawyer to help with an M&A, the engagement letter stated: "they will advise on a potential business asset purchase".
It sounds like you might be seeking clarity on the terms of your engagement with your lawyer or specific advice related to the transaction. Are you experiencing any issues with the legal advice provided, or do you need clarification on certain aspects of the asset purchase?
the asset purchase included IPs, should my lawyer have checked ownership of these?
In any asset purchase, particularly involving intellectual property (IP), it's generally expected that the lawyer conducts due diligence, which includes verifying IP ownership. This ensures that the seller has the right to transfer these assets. You might want to discuss this directly with your lawyer to ensure everything was thoroughly checked.
would there be a situation where they would not check ownership?
Case Rating: *
In some cases, a lawyer might not check IP ownership if it's explicitly agreed upon in the engagement that this will not be part of their due diligence. However, this is not typical, as verifying ownership is a critical part of the process. It's best to confirm with your lawyer if any exceptions were made.
In some cases, a lawyer might not check IP ownership if it's explicitly agreed upon in the engagement that this will not be part of their due diligence. However, this is not typical, as verifying ownership is a critical part of the process. It's best to confirm with your lawyer if any exceptions were made.
my lawyer didn't check ownership but is now saying that they werent hired to do that
Case Rating: *
It seems like there might be a misunderstanding or issue with the scope of your lawyer's duties as outlined in the engagement letter. It’s generally expected for lawyers to check IP ownership in M&A transactions.
Have you reviewed the engagement letter to see if IP ownership was explicitly excluded from their responsibilities?
It seems like there might be a misunderstanding or issue with the scope of your lawyer's duties as outlined in the engagement letter. It’s generally expected for lawyers to check IP ownership in M&A transactions.
Have you reviewed the engagement letter to see if IP ownership was explicitly excluded from their responsibilities?
i have reviewed and it was not explicitly excludd
Case Rating: *
It seems like there might be an issue with the lawyer's performance based on the engagement letter. Here are a few points to consider:
- Lawyers are usually expected to verify IP ownership in M&A transactions unless explicitly excluded.
- If it's not excluded, there could be grounds for questioning the lawyer's diligence.
You might want to discuss this further with your lawyer or consider seeking a second opinion. Would you like more information on how to address this with your lawyer?
It seems like there might be an issue with the lawyer's performance based on the engagement letter. Here are a few points to consider:
- Lawyers are usually expected to verify IP ownership in M&A transactions unless explicitly excluded.
- If it's not excluded, there could be grounds for questioning the lawyer's diligence.
You might want to discuss this further with your lawyer or consider seeking a second opinion. Would you like more information on how to address this with your lawyer?
how can i ask my lawyer if he did this or not
Case Rating: *
When approaching your lawyer, you can be direct yet respectful. Here's a suggestion on how to phrase your question:
"Hi [Lawyer's Name], I've noticed that the engagement letter didn't explicitly exclude checking IP ownership in the asset purchase. Could you please clarify if this due diligence was conducted, and if not, why it may not have been part of the process?"
This approach should help in getting a clear response from your lawyer.
When approaching your lawyer, you can be direct yet respectful. Here's a suggestion on how to phrase your question:
"Hi [Lawyer's Name], I've noticed that the engagement letter didn't explicitly exclude checking IP ownership in the asset purchase. Could you please clarify if this due diligence was conducted, and if not, why it may not have been part of the process?"
This approach should help in getting a clear response from your lawyer.
what other reasons would it not have been part of the process
Case Rating: *
In addition to explicit exclusion in the engagement letter, other possible reasons for not checking IP ownership might include:
- Miscommunication or misunderstanding of the scope of work.
- Assumption by the lawyer that another party was responsible for IP verification.
- Oversight or error by the lawyer.
Consider addressing these points with your lawyer for more clarity.
In addition to explicit exclusion in the engagement letter, other possible reasons for not checking IP ownership might include:
- Miscommunication or misunderstanding of the scope of work.
- Assumption by the lawyer that another party was responsible for IP verification.
- Oversight or error by the lawyer.
Consider addressing these points with your lawyer for more clarity.
is it possible that because the wording in the letter of engagement was so broad that they would expect not to do due diligence
Case Rating: *
In general, a broad engagement letter should not exempt a lawyer from performing due diligence, especially in critical areas like IP ownership in M&A transactions. If the letter is ambiguous, it might lead to misunderstandings about the scope of duties. It's advisable to clarify this with your lawyer or seek a second opinion. Would you like to know how to address this with your lawyer or explore any other options?
In general, a broad engagement letter should not exempt a lawyer from performing due diligence, especially in critical areas like IP ownership in M&A transactions. If the letter is ambiguous, it might lead to misunderstandings about the scope of duties. It's advisable to clarify this with your lawyer or seek a second opinion. Would you like to know how to address this with your lawyer or explore any other options?
the deal is already done so its hard to clarify this now. we assumed this would be done but am i wrong to think it should have been done
Case Rating: *
It seems like there was an expectation for the lawyer to conduct due diligence on IP ownership, which is customary in M&A transactions unless explicitly excluded. Since this wasn't done and the engagement letter doesn't exclude it, you could potentially question the lawyer's performance. Would you like guidance on how to address this with your lawyer or explore other options?
It seems like there was an expectation for the lawyer to conduct due diligence on IP ownership, which is customary in M&A transactions unless explicitly excluded. Since this wasn't done and the engagement letter doesn't exclude it, you could potentially question the lawyer's performance. Would you like guidance on how to address this with your lawyer or explore other options?
the lawyer is saying it was out of his scope, why would he say that
Case Rating: *
The lawyer might claim it was out of scope due to:
- Misinterpretation of the engagement letter.
- Believing another party was responsible for IP matters.
- Oversight or error.
- Broad wording in the engagement letter leading to assumptions.
Consider clarifying these points with your lawyer or seek a second opinion.
The lawyer might claim it was out of scope due to:
- Misinterpretation of the engagement letter.
- Believing another party was responsible for IP matters.
- Oversight or error.
- Broad wording in the engagement letter leading to assumptions.
Consider clarifying these points with your lawyer or seek a second opinion.
but he did not state that he wasnt doing it and we didnt tell him someone else was doing it
Case Rating: *
It seems there might have been a misunderstanding or oversight regarding the lawyer's duties. Here are some points to consider:
- Verify if the engagement letter explicitly states what due diligence tasks are included.
- Consider discussing this misunderstanding directly with your lawyer.
- Seek a second opinion on the potential implications of the oversight.
Would you like more information on addressing this with your lawyer or exploring other options?
It seems there might have been a misunderstanding or oversight regarding the lawyer's duties. Here are some points to consider:
- Verify if the engagement letter explicitly states what due diligence tasks are included.
- Consider discussing this misunderstanding directly with your lawyer.
- Seek a second opinion on the potential implications of the oversight.
Would you like more information on addressing this with your lawyer or exploring other options?
the engagement letter doesnt state anything than i have already said. the lawyer wont address it
Case Rating: *
It seems like you have a potential issue with the lawyer's performance. Here are a few options to consider:
- Request a formal meeting with your lawyer to discuss the discrepancy.
- Consider seeking a second opinion from another lawyer.
- Look into whether you can file a complaint with the Solicitors Regulation Authority (SRA) in England.
Would you like more information on any of these options?
It seems like you have a potential issue with the lawyer's performance. Here are a few options to consider:
- Request a formal meeting with your lawyer to discuss the discrepancy.
- Consider seeking a second opinion from another lawyer.
- Look into whether you can file a complaint with the Solicitors Regulation Authority (SRA) in England.
Would you like more information on any of these options?
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