Distribution & Sales
The true value of the counsel and representation Masuda Funai provides is not measured only by the number of projects successfully completed for scores of regional and nationwide manufacturing, distribution, sales and service systems of domestic and foreign companies. We measure success by the substantial number of vigorous working relationships we maintain with clients who retain us consistently over decades.
Our valued clients often begin as small regional sales divisions in need of practical legal counsel on sales contracts, warranty, antitrust, employment and labor, intellectual property, tax and a variety of financial and operational issues. As the company grows, we are at hand to anticipate their needs and provide the informed legal counsel that helps them meet their goals. Consistently.
Mindful of our clients' business objectives, we provide pragmatic advice on resolving the legal issues and regulatory complications in product manufacture, sales, distribution, franchising, advertising, marketing and pricing, as well as technology, Internet e-commerce and the complexities of the Uniform Commercial Code and U.S. antitrust laws. Each client needs specific legal services and counsel; we provide specifically tailored advice and solutions.
If you have any questions or would like further information about Masuda Funai's Distribution & Sales practice, please contact the chair of the Group, Stephen M. Proctor, at 847.734.8811 or via e-mail at firstname.lastname@example.org.
RANGE OF SERVICES AND EXPERIENCE
The following is an overview of the range of services and expertise in our distribution and sales practice.
Agreements. We evaluate, prepare and negotiate all types of contracts and agreements for our clients in their business relationships with customers, suppliers, distributors, dealers, agents and sales representatives. Fully cognizant of the many state and federal laws that govern these parties and transactions, we provide counsel in those circumstances where the law may conflict with the terms of the parties' agreements. We advise our clients as they establish contractual sales and distribution relationships and, of equal importance, at the conclusion or termination of the relationship.
Many of our clients are engaged in complex cross-border business relationships and transactions in Canada, Mexico and the Caribbean. We maintain immediate access to the current statutes and court decisions of all 50 states, Canada and numerous other countries, and keep clients aware of changing business contract and agreement legalities.
Litigation & Risk Management. While our corporate and transaction attorneys' practices focus on providing clients with certainty and avoiding disputes, there are distribution, sales and marketing circumstances that require – or cannot avoid – trial or mediation. We carefully advise clients of the full array of risks and benefits involved in litigation and all alternative methods of dispute resolution and have extensive experience in trial courts, on appeal in state and federal courts throughout the United States, and in private arbitration and mediation.
Settled and resolved on highly favorable terms multi-district claims pending against a manufacturer of graphics arts equipment in Chicago and New York federal courts alleging antitrust violations, fraud, deceptive trade practices and wrongful termination of dealer contracts and claiming several million dollars in damages.
Settled on highly favorable terms claims of wrongful dealer termination pending in federal court in Puerto Rico against a manufacturer of outdoor power equipment.
Successfully represented companies in state and federal court trade secret protection, unfair competition, breach of fiduciary duty and tortious inference cases.
Obtained a judgment for in excess of $400,000 in federal court for a Japanese bank concerning a dispute over a standby letter of credit.
Prepared and negotiated secured financing agreements for the sale of industrial equipment in the United States and Mexico.
Prepared, negotiated and implemented standard and customized contracts, including sales representative, distributorship and terms and conditions of sale agreements, for a variety of industries, such as printing presses, electronic components, automotive parts and machine tools.
Successfully defended a manufacturer of graphic arts equipment at trial in federal court in North Carolina against claims of breach of warranty and unfair trade practices alleging several million dollars in damages. Obtained directed verdict on unfair trade and punitive damage claims, and judgment after trial in favor of manufacturer on all remaining claims.
Successfully defended admiralty claims pending against manufacturer of large diesel marine engines in federal court. Obtained dismissal of fraud and unfair trade claims, including dismissal of multi-million dollar punitive damage claims. Remaining contract and warranty claims settled upon terms very highly favorable to manufacturer.
Successfully represented a manufacturer of plastic storage containers in federal court. Obtained prompt repossession of plastic injection molds from adverse party. Settled and resolved defendant's counterclaims without payment of any funds.
Negotiated numerous equipment sale and finance agreements, including long-term agreements representing hundreds of millions of dollars in sales and financing.
Negotiated software development, licensing and distribution agreements for an international video game developer and distributor.
Obtained a favorable judgment of $400,000 on behalf of an electronics sale representative for unpaid comissions.
Adopted and enforced trade secret policies for numerous clients, including the prosecution of misappropriation of trade secrets and proprietary information claims against former employees and third parties.
Created bill of lading terms for freight forwarder that were later cited by appellate court in limiting the client's liability on a $250,000 claim to only $50.
Drafted freight forwarding, warehouse and logistics agreements for the transportation industry.
Established and restructured nationwide distribution systems for numerous clients, including, where appropriate, the termination of distributors and sales representatives.
Created the legal framework for distribution systems, including marketing, sales agreements, contracts and distribution policies for subsidiaries, as they spun off the national U.S. sales and distribution businesses for major Japanese trading companies.
Created (and provided counsel to) product safety committees for numerous clients, including a "pro-active" approach to reducing risks inherent in the manufacture and sale of those clients' products and the reduction of litigation risks and exposures.
Provided continuous general business and legal counsel to the small first U.S. office of a foreign-based automobile parts manufacturer and machine tool builder as the entity grew over more than 30 years to operations of hundreds of employees and subsidiary manufacturing and distribution facilities and offices in six states; Developed sales agreements, contracts, warranty policies, distribution agreements to establish national network of dealers, representatives and other sales agents