High-Profile IP Case Involving Alarm.com and Vivint

 Based in New York City, Dyan Gershman offers corporate counsel at Gershman Law, PLLC to her clients in matters ranging from commercial contracts, M&A, to intellectual property. Dyan Gershman has extensive knowledge of patent cases involving technology and infringement claims, and follows legal developments and ongoing cases relevant to her own work.

One high-profile case filed with the US District Court for the Eastern District of Texas in early 2023 centers on Alarm.com, Inc. (ADC), joined by ICN Acquisition, LLC, in filing 15 distinct claims of patent infringement against Vivint. The allegation is that Vivint knowingly utilized Alarm’s patented ADC back-end software to sell and market its own sensor and security devices.

As an Alarm.com dealer starting in 2007, Vivint sold security and “smart home” packages that contained the ADC back-end platform. Vivint allegedly employed the ADC back-end and an ICN platform for its own products without a license until 2014. The suit seeks to end Vivint’s infringement and ensure that ADC and ICN receive redress for the damage caused by Vivint.

The situation is complex, as Vivint, ultimately needing a license for the back-end it had allegedly developed using ADC’s technology, entered into a late 2013 patent cross-licensing deal with ADC. In November 2022, Vivint announced a cessation of its payment of royalty fees. This triggered a filing of arbitration by ADC, under the terms of that agreement, with a remedy from the confidential process expected in 12 to 16 months.

Should a patent infringement be proven, a potential remedy available to Alarm.com is the disgorgement of revenues that Vivint derives from the commercial use of the technology and ongoing royalty payments.

The Function of Bylaws in Defining Corporate Operations

 

Dyan Gershman is a New York City corporate attorney who provides counsel in diverse commercial matters, from contracts to mergers and acquisitions. Among Dyan Gershman’s areas of knowledge as head of Gershman Law, PLLC, is corporate bylaws and the provisions they set out.

Bylaws are a comprehensive set of rules that are adopted by the board of a corporation after incorporation to govern the internal management and operations of the company. These rules differ from articles of incorporation, which are filed with the state government, in that they are private and intended for internal use. It is important to note that no corporation can legally exist without the adoption of bylaws.

Bylaws typically include provisions on the composition of the board of directors, the structure of shareholder and board meetings, and the duties of officers. They may also outline the company's purpose, business plan, industry, products or services, and target markets. A provision on membership may define the voting rights and procedures of stakeholders in the company. Other common elements of bylaws include provisions on the composition and function of audit, research, executive, finance, and ethics committees.

Maintaining well-drafted bylaws is essential for the legitimacy of a business and can serve as evidence of compliance with proper corporate rules in the event of lawsuits or audit

How Non-Binding Agreements Function in Contractual Law

 Heading Gershman Law, PLLC, in New York City, Dyan Gershman provides corporate legal services to businesses in various sectors. One of Dyan Gershman’s areas of legal focus is complex commercial contracts, which includes binding and non-binding contracts. The latter is any agreement that does not legally obligate parties to fulfill its terms.

Non-binding agreements simply state the intention of all parties involved, as part of ongoing negotiations. Should the terms of the non-binding contract be agreed to, a binding contract with the same or similar format and terms can be signed.

One common type of non-binding contract is the letter of intent, which is typically signed at the start of a business relationship between two parties. A key element of such agreements is language in the first paragraph stipulating that the content is non-binding. It should be kept in mind that such non-binding documents may contain provisions considered legally binding, such as requirements of exclusivity, content non-disclosure and confidentiality.

Depending on the jurisdiction, binding provisions within non-binding agreements may be interpreted as being made in “good faith” or as representing a binding commitment. Because of this variability, it is prudent to be careful about the jurisdiction named in the governing law section of the agreement.

How French Influenced the English Language

 Dyan Gershman is a New York attorney, based in New York City, who delivers business and corporate law solutions to a wide range of business clients. Having previously lived and worked in France, Dyan Gershman is fluent in the French language and uses French in domestic and international transactions whenever needed.

Among the languages that influenced the development of English, French was one of the most significant, with its effect spanning vocabulary and grammar. Nearly one-third of English words are adapted from French, including “beef,” “army,” “prince,” and “telephone.” In other cases, the spelling of existing English words changed dramatically to reflect French usage. For example “scolde” in Old English became “should” and “cwen” became “queen.”

In addition, a number of phrases retain their original French pronunciation in English, including “faux pas,” “deja vu,” and “cliche.” French has also influenced titles and terms of seniority in the military and other organizations. Titles such as “consul general” and “lieutenant general” retain the French grammatical practice of placing adjectives after nouns. Specific vocal sounds, including the “v” in “view,” the “z” in “zebra,” and the soft “g” in “mirage” also come from the French.