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Why Should I Avoid Copying Another Business’s Contract Language?

By michele, 14th May 2020

Every business should have a contract, often called Terms of Use or Privacy Policy, that is specific to their company, and includes detailed information about the parties involved, the goods or services that are being exchanged, and the details of the agreement. Start-up companies or entrepreneurs who are building a business may be tempted to use language from another company’s contract to avoid paying a lawyer to draft a new contract. Tempting as this may be, there are a number of reasons why this is highly discouraged. The cost of hiring a lawyer to generate a business contract will save you money in the long run and protect your company from lawsuits or regulatory investigations.

Reasons Why Copying a Contract is Discouraged

Bad Publicity: Negative media attention can be very damaging to a small company. Depending on how small the company is, it may not survive the bad publicity. A company can run into trouble if the contract they copied was drafted to comply with laws from another jurisdiction. In addition, it could be out of date or include protections for goods or services that are different from those provided by your company. This could leave the company vulnerable to lawsuits.
It could scare off investors: Potential investors may walk away if they find out that your company is involved in a lawsuit or is being investigated by state or federal regulators.
A strong contract distinguishes you from the competition: The terms and conditions of a contract should reflect the company’s mission and values. It does not need to contain complicated legal jargon. In fact, the best contracts are easy to read and understand, legally accurate, and on brand.
Copying a contract is illegal. Copying another company’s contract without their permission is a violation of copyright law. It also sets an example within the company that it is acceptable to break the rules.
The company’s entire user agreement could be invalidated. If it is discovered that a company copied another company’s legal contract, it could invalidate the contract and leave the company vulnerable to steep fines, class action lawsuits, and put the future of the organization at risk.

There are contract templates available online. However, they are often written by individuals who do not have a legal degree and are unqualified to write a business contract. Therefore, it is highly discouraged to go this route. Invest the time and money in hiring a business lawyer to draft a legal contract for your company.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Assist Clients with Business Contracts

If you are starting up a new company, or you require assistance with important legal documents for your existing company, do not hesitate to contact the Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. We have extensive experience in drafting business contracts that are concise, legally accurate, and reflect your company’s brand and mission. To schedule a confidential consultation, call us today at 215-574-0600 or contact us online. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.

Terminating a wedding contract in Pennsylvania due to COVID-19 & Coronavirus

By michele, 8th May 2020

Many couples and venues are having to postpone or even cancel wedding plans because of the effects of the novel Coronavirus on travel, events, and socialization. The starting point for determining your rights would be to look to the contract’s language, which may contain a force majeure or “act of god” clause. Such a clause may explicitly excuse the performance of a wedding venue or vendor, or excuse the bride and groom from the payment terms of the contract. The precise language of the force majeure clause is most important, as it may be read to unambiguously include or exclude events such as COVID-19. Moreover, there have been legislative efforts to enact laws that would mandate the application of any force majeure clause to apply to the pandemic. To date, state and local governments in Pennsylvania have not enacted such laws.

If the wedding-related contract in question does not include a force majeure clause, or if the clause uses vague language that may not ultimately cover the COVID-19 pandemic, Pennsylvania recognizes two common law doctrines that may be of use: frustration and impossibility.

The doctrine of impossibility applies in the event that a party’s performance was made impracticable through no fault of his own by an unforeseeable event, the non-occurrence of which was a basic assumption of both parties at the time of agreement. Performance will be excused, unless language or circumstances point otherwise. Pennsylvania’s definition of “impossibility” requires strict impracticability. As such, mere unanticipated difficulty is not likely to excuse performance.

Pennsylvania’s frustration of purpose doctrine protects excuses performance even if it is still possible so long as the event substantially frustrates a party’s principal purpose. Additional requirements are the assumption by both parties that the event would not occur and no fault on behalf of the party asserting the application. The ultimate question for frustration is whether the unforeseeable event significantly altered the circumstances of the agreement such that performance would no longer fulfil any aspect of its original purpose.

If you have concerns about how the COVID-19 will impact a wedding contract, the lawyers at Sidkoff, Pincus & Green P.C. can assist you with these matters. To schedule an initial consultation, call us at 215-574-0600 or contact us online. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.

Applying Pennsylvania Law to Contracts without Force Majeure clauses during COVID-19

By michele, 6th May 2020

There are many questions being raised about whether parties are required to perform under contracts during the COVID-19 health crisis. In some cases, government shutdowns have made performance impossible, and in other cases, health concerns have made performance unwise and impractical. A force majeure clause is a provision in an agreement that excuses a party from performance if an unforeseeable event arises. This type of clause is also commonly referred to as an “act of god” provision and it is a common starting point for a legal analysis of whether performance will be required due to concerns over COVID-19. However, what happens if your contract does not contain a force majeure clause?

If your contract is governed by Pennsylvania law, then the courts will likely look to common law, including the doctrine of impossibility and the frustration of purpose doctrine. The doctrine of impossibility applies in the event that a party’s performance was made impracticable through no fault of his own by an unforeseeable event, the non-occurrence of which was a basic assumption of both parties at the time of agreement. Performance will be excused, unless language or circumstances point otherwise. Pennsylvania’s definition of “impossibility” requires strict impracticability. As such, mere unanticipated difficulty is not likely to excuse performance. Pennsylvania’s frustration of purpose doctrine excuses performance even if it is still possible so long as the event substantially frustrates a party’s principal purpose. Additional requirements are the assumption by both parties that the event would not occur and no fault on behalf of the party asserting the application. The ultimate question for frustration is whether the unforeseeable event significantly altered the circumstances of the agreement such that performance would no longer fulfil any aspect of its original purpose.

If you have concerns about how COVID-19 will impact a contract with or without a force majeure clause, the lawyers at Sidkoff, Pincus & Green P.C. can assist you with these matters. To schedule an initial consultation, call our team at 215-574-0600 or contact us online. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.

Applying Pennsylvania Law to Contracts with Force Majeure clauses during COVID-19

By michele, 4th May 2020

The COVID-19 health crisis has led to government mandated shutdowns of non-essential businesses in Pennsylvania for an extended period of time. Further, due to ongoing health concerns, many questions remain about whether parties will be interested in performing under contracts even after stay-at-home and shut-down orders are lifted. For example, if you have a large event scheduled in August, will you want to hold it even if the Commonwealth permits large gatherings? If you have these types of questions, and have entered into a written agreement, it is important to determine whether there is a force majeure clause, and to examine it closely.

A force majeure clause is a contract provision that excuses a party from performance if an unforeseeable event arises during the terms of the contract. Commonly, this type of clause is referred to as an “act of god” provision. When drafting force majeure clauses, parties control the contours of the agreement and those contours will dictate the application, effect and scope of the clause. However, generally speaking, the non-performance must have been caused by an unforeseeable event at the time the contract was entered into. In addition, the event must not have been due to any fault or negligence by the parting asserting the application of the clause.

For courts applying Pennsylvania law, they will likely also look to see whether performance has been made impossible, not simply impractical. In Sunseri v. Garcia & Maggini Co., the Pennsylvania Supreme Court struck down a force majeure clause. The party asserting excusal under the clause did not fulfill its obligations under a contract due to crop failure. Although the contract included crop failure in the force majeure clause, the Court held that application of the clause was not valid due to a partial crop failure, which rendered performance still possible.

COVID-19 is an unprecedented occurrence that many courts have yet to address, particularly as it applies to the enforcement of contracts. The courts in Pennsylvania may apply “act of god” provisions to this pandemic, but that is uncertain and could depend on the contract language. This could vary on a case-to-case basis, considering the type of contract and material terms of the contract, such as scope in time. If the contract contains broad “act of god” language, then a court is probably more likely to apply the clause versus more specific language defined by the parties themselves. Moreover, there have been legislative efforts to enact laws that would mandate the application of any force majeure clause to apply to the pandemic. To date, state and local governments in Pennsylvania have not enacted such laws.

If you have concerns about how the COVID-19 will impact a contract with or without a force majeure clause, the Philadelphia lawyers at Sidkoff, Pincus & Green P.C. can assist you with these matters. To schedule an initial consultation, call us at 215-574-0600 or contact us online. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.

Coronavirus Outbreak Causes Major Employment Issues in the U.S.

By michele, 30th April 2020

As the Coronavirus (COVID-19) continues to spread, companies have closed, workers are required to stay home, and travel has been restricted. In addition to the obvious health concerns, COVID-19 is having a major impact on the U.S. economy. As the outbreak continues to impact companies in the U.S. and worldwide, legal experts are urging companies to review their legal contracts, employment agreements, and handbooks to ensure that they are protected from breaches in cybersecurity and other negative exposure.

U.S. companies conduct a significant amount of business with manufacturers in China. However, the outbreak has disrupted the supply chain, causing significant delays in the delivery of contracted goods. U.S companies that are awaiting goods from China should review their business contracts to determine what their rights are if their goods are delivered late, or not at all. However, despite what the contracts say, Chinese suppliers may obtain a force majeure certificate, which exempts exporters from fulfilling contractual agreements with overseas buyers as a result of the pandemic.

Impact of Coronavirus on U.S. Employers

President Trump signed an executive order suspending entry into the United States of all foreign nationals who were in China within 14 days of arriving in the U.S. Immediate family members of U.S. citizens are exempt from the order. Those not exempt are subject to a two-week mandatory quarantine upon their arrival in the U.S. It is unlikely that travelers who contract the virus will receive employment protection, unless they were traveling for business or were subjected to a mandatory quarantine. If this is the case, the U.S. company would be required to continue paying the affected individual.

Symptoms of COVID-19 include fever, nausea, vomiting, diarrhea, shortness of breath, and coughing. If a worker shows any of these signs, and was in an area with confirmed cases of the virus, the employer should immediately contact the communicable disease section of the state department of health. It is imperative that the worker be tested to confirm whether he or she has the coronavirus.

Workers who are returning from China may have be asymptomatic. Employers should consider requesting that the employer remain home for 10 to 14 days until the incubation period has passed. However, if the worker alleges that he or she was forced to stay home, he or she may allege that it was due to a perceived disability, which would be a violation of the Americans with Disabilities Act. If the decision was based on the worker’s travel history, it is unlikely that the employee will be able to defend their claim.

Employers can avoid liability and claims of discrimination by focusing on their travel history, as opposed to their national origin, and paying their workers so they do not suffer damages from missed days of work due to the virus. Employers should try to be accommodating to employees who were quarantined and are reintegrating into the workforce.

Philadelphia Employment Lawyers at Sidkoff, Pincus & Green P.C. Assist Employers with Employment Issues Related to the Coronavirus

If you have concerns about how the COVID-19 will impact employment law, the Philadelphia employment lawyers at Sidkoff, Pincus & Green P.C. can assist you with these matters. To schedule an initial consultation, call us at 215-574-0600 or contact us online. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.

Employers Cannot Use Salary History to Justify Lower Pay for Women

By anthony, 14th April 2020

The Ninth Circuit Court of Appeals heard a case from Fresno County, California regarding lower pay for women during an en banc session. The Court concluded in February 2020 that lower pay for women cannot be justified based on their previous pay.

How May Employers Determine Employee Pay?

Under the Equal Pay Act, employers are only allowed to determine employee pay based on four factors:

An established seniority system
An established merit system
A system that measures salary based on quantity or quality
Any factor other than sex

Fresno County Schools had a seniority system and a merit system. However, the Court determined the county applied that system improperly under the Equal Pay Act.

What was the Decision?

The Ninth Circuit Court determined that previous pay from a different job cannot fall under the last catch-all “factor other than sex” because the factor’s must be job-related. The case involved a math consultant with the school system who inadvertently discovered she was making less than her male colleagues. The school system used her previous salary, added five percent, and placed her on the corresponding section of the pay scale. She received an extra $600 for her master’s degree, but her salary was calculated based on an entirely different job.

How Does the Ruling Apply to Your Business?

The Ninth Circuit Court noted that other federal courts have come to inconsistent rulings. Regardless, this case has value wherever your employer is located. As a result, employers must be careful that if there is any pay discrepancy between employees, it’s based on job-related reasons.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Represent Employers and Employees Concerned About Equal Pay

Our Philadelphia business and employment lawyers at Sidkoff, Pincus & Green P.C. will work with you on any equal pay case. Contact us online or call us at 215-574-0600 for an initial consultation. Located in Philadelphia, we serve clients throughout Pennsylvania and South Jersey.

Small Businesses are Eligible for up to $2 Million in Loans through the Small Business Administration’s Economic Injury Disaster Loan Program

By anthony, 6th April 2020

The Economic Injury Disaster Loan Program (“EIDL”) is a Small Business Administration (“SBA”) program that operates directly through the SBA. Small businesses, those with five hundred employees or less, must show that it is affected by a disaster, such as the COVID-19 pandemic, to qualify for loans.

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), passed by Congress and enacted into law on March 27, 2020, expanded the EIDL Program by allowing small businesses to take out loans of up to $200,000 without having to put up collateral or make a personal guarantee. Additionally, the CARES Act established an emergency grant to allow eligible small businesses that have applied for an EIDL to request an advance on the loan of up to $10,000. Even if the business is ultimately denied an EIDL, it will not be required to repay the advance payment. Although small businesses are generally not restricted on how they use an EIDL, the cash advance must be used for specific purposes, such as to pay fixed debts, payroll, accounts payable, and other related bills.

Small businesses can receive an EIDL loan of up to $2 million, however, loan terms, including a determination of the loan amount, are made on a case-by-case basis based on an evaluation of the applicant’s financial information and each borrower’s capacity for making monthly loan repayments. The interest rate on the loan is 3.75% for 30 years. Further, applicants must have a credit history acceptable to the SBA in order to qualify for an EIDL.

Unlike the Payroll Protection Program under the CARES Act, EIDLs are not forgivable, and any loans above $200,000 require collateral or a personal guarantee.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Provide Guidance to Businesses Seeking Loans through the Economic Injury Disaster Loan Program.

If you own a small business, and have questions concerning the CARES Act and applying for a loan through the Economic Injury Disaster Loan Program, you are urged to contact the Philadelphia employment lawyers at Sidkoff, Pincus & Green P.C. To schedule a confidential consultation, call us today at 215-574-0600 or contact us online. Our offices are located in Philadelphia, where we represent clients in Pennsylvania and New Jersey.

$350 Billion in Forgivable Loans Available to Small Business Owners Through the Paycheck Protection Program

By anthony, 6th April 2020

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), was passed by Congress and enacted into law. The CARES Act makes loans available to small businesses with fewer than 500 employees, select types of businesses with fewer than 1,500 employees, 501(c)(3) non-profits with fewer than 500 workers and some 501(c)(19) veteran organizations. As long as the business was in operation on February 15, 2020, it can obtain a loan.

One type of loan available to small business through the CARES Act is through the Paycheck Protection Program (“PPP”). The PPP sets aside $350 Billion in 100% government-backed loans which are Small Business Administration (“SBA”) guaranteed taken from 1800 SBA approved lenders that can accept applications for these loans. Currently, businesses must apply for a PPP loan through a bank with which they have a relationship. That means the business must seek the forgivable loan through a bank that it has a banking relationship, or it must quickly convince a bank to accept it as a customer. The business may need help if it does not have an already viable relationship as a customer of a bank because banks are being swamped with applications for the forgivable loans from their long-time customers, and are not eager to add to their workload with strangers that want to become customers solely for the purposes of obtaining the forgivable loan. However, in some instances if a bank has a relationship with a law firm, it can convince the bank to accept a client and a new customer. In those instances, the client would open a bank account, and then the bank processes the application for that business to obtain a forgivable loan.

The maximum loan amount under the PPP is $10 million, with an interest rate no higher than 1% and a maximum payback period of 2 years. Unlike other SBA loans, no collateral or personal guarantees are required. The purpose of a PPP loan is for a small business to cover payroll expenses and not have to terminate its employees. Payroll costs are capped at $100,000 per year per employee.

If the business takes out a loan, and it continues to pay its employees at their normal levels during an eight week period after the loan is originated, the amount spent on payroll costs, which includes health insurance costs, state or local taxes assessed on employee compensation, mortgage interest payments, and rent and utility payments, the amount of the loan can be forgiven. No more than 25% of the forgiven amount may be for non-payroll costs. For any portion of a loan that is not forgiven, interest payments are deferred for six months.

Starting April 3, 2020, small business and sole proprietorships can apply to receive loans to cover their payroll and other covered expenses through existing SBA lenders. Independent contractors and self-employed individuals can apply for a loan starting on April 10, 2020.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Provide Guidance to Businesses Seeking Loans through the Paycheck Protection Program.

If you own a small business, and have questions concerning the CARES Act and applying for a loan through the Paycheck Protection Program, you are urged to contact the Philadelphia employment lawyers at Sidkoff, Pincus & Green P.C. To schedule a confidential consultation, call us today at 215-574-0600 or contact us online. Our offices are located in Philadelphia, where we represent clients in Pennsylvania and New Jersey.

Congress Passes Families First Coronavirus Response Act

By anthony, 2nd April 2020

Creating New Rights for Employees and Requirements for Employers of Small Businesses

On March 18, 2020, the Families First Coronavirus Response Act (“Act”) was signed into law, requiring employers of businesses with less than 500 employees to provide their employees with paid sick leave or expanded family and medical leave for specified reasons related to COVID-19. Private employers with fewer than 50 employees are exempt when “the imposition of such requirements would jeopardize the viability of the business as a going concern.” The law went into effect on April 1, 2020, and is effective until December 31, 2020.

The Act is comprised of two parts, the Emergency Paid Sick Leave Act and the Emergency Family and Medical Leave Expansion Act. Employers are required to provide notice to their employees of their rights under the Act and may do so by emailing the Notice provided by the Department of Labor to their employees. A copy of the Department of Labor’s Notice can be found at https://www.dol.gov/sites/dolgov/files/WHD/posters/FFCRA_Poster_WH1422_Non-Federal.pdf.

The Emergency Paid Sick Leave Act

Employees of covered employers are entitled to up to two weeks (80 hours) of paid sick leave at their regular rate of pay, up to $511 daily and $5110 total if they are subject to a Federal, State, or local quarantine or isolation order related to COVID-19, have been advised by their doctor to self-quarantine, or are experiencing COVID-19 symptoms and are seeking a medical diagnosis.

Employees of covered employees are entitled to up to two weeks (80 hours) of paid sick leave at 2/3 their salary, up to $200 daily and $2000 total, if they are caring for an individual subject to a quarantine order or is self-quarantined, is caring for a child whose school or place of care is closed due to COVID-19, or is experiencing any other substantially similar condition specified by the U.S. Department of Health and Human Services.

Part-time employees are entitled to paid sick leave for the number of hours that the employee normally works over the two-week period.

Lastly, employers cannot require their employees to find a replacement employee for missed time, require the employee to use other paid leave pursuant to policy or law before the employee can use paid sick leave, or discharge, discipline, or discriminate against the employee for taking leave, filing a complaint, or testifying in a proceeding.

Emergency Family and Medical Leave Expansion Act

Employees of covered employers, who have worked for at least thirty days, are eligible for up to 12 weeks of paid leave at 2/3 of their salary, or up to $200 daily and $12,000 total if they are caring for a child under the age of 18 due to a COVID-19 related declared public health emergence and the child’s school or place of care has been closed or the child’s care provider is unavailable.

The first ten days of family leave are unpaid, but the employee may use paid sick leave if he/she qualifies, and can use other PTO if available.

Employers are required to return an employee who has taken family and medical leave to work in the same or a substantially similar position.

Employers with fewer than 25 employees are exempt if the employee’s position no longer exists dues to economic conditions caused by COVID-19, the employer takes reasonable efforts to restore the employee to an equivalent position, and if there is no equivalent position, the employer takes reasonable efforts over the next year to contact the employee if an equivalent position becomes available.

Employers Entitled to Tax Credits to Pay for Paid Sick and Family Leave

Under the Act, employers may receive tax credits up to the maximum amounts that they must pay their employees for paid sick and family leave. Payroll taxes that are available for retention include withholding federal income taxes, the employee’s share of Social Security and Medicare taxes, and the employer’s share of Social Security and Medicare taxes with respect to all employees. If the amount of taxes retained does not cover the costs of their employees’ qualified leave, the IRS will allow employers to seek an expedited advance.

Philadelphia Employment Lawyers at Sidkoff, Pincus & Green P.C. Handle Cases Involving the Families First Coronavirus Response Act

If you are an employee or employer who has questions or concerns relating to your rights and obligations under the Families First Coronavirus Response Act, you are urged to contact the Philadelphia employment lawyers at Sidkoff, Pincus & Green P.C. We handle a wide range of employment issues, including paid sick and family leave. To schedule a confidential consultation, call us today at 215-574-0600 or contact us online. Our offices are located in Philadelphia, where we represent clients in South Jersey, Pennsylvania, and New Jersey.

Philadelphia Expands Its Paid Sick Leave Law to Fight COVID-19 Layoffs/Terminations

By anthony, 25th March 2020

Philadelphia’s paid sick leave law, which was enacted five years ago, requires employers with at least 10 employees to provide one hour of paid sick leave for every 40 hours worked, up to 40 hours per year (or five days).

On March 16, 2020, Philadelphia decided to expand this law to include workers who may be affected by the COVID-19 health crisis. The main highlight of the city’s expansion of its paid sick leave law requires employers to pay out any accrued sick leave time when employees are terminated or laid off. This means any employee who was terminated or laid off on March 16^th or anytime after is entitled to receive their accrued paid sick time. The city has already made it known that financial hardship is not a valid reason to break the law.

If you believe your employer has violated this law, the first step is to file a complaint with the city, who will then initiate an investigation. Unfortunately, this investigation could take weeks, or even months, as the number of employees who are terminated increase as a result of the COVID-19 novel coronavirus pandemic. Once the city completes its investigation and reaches a final decision or 180 days passes from the filing of the complaint with no final decision by the city, then an individual will have the right to file a lawsuit against the employer.

If you were terminated as a result of the COVID-19 novel coronavirus pandemic and not paid your accrued paid sick time, please contact the Philadelphia employment lawyers at Sidkoff, Pincus & Green P.C. as soon as possible. Our skilled legal team will protect your rights and secure the financial compensation you deserve. To schedule an initial consultation, call us today at 215-574-0600 or contact us online.

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