Category: Business Law & Commercial Litigation

Philadelphia Business Lawyers: Aetna Kickback Lawsuit

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EDPA Denies Defendant BlueWave Healthcare Consultants’ Motion to Dismiss, Allowing Aetna’s Doctor Kickback Suit to Continue

On December 29, 2015, U.S. District Judge Robert F. Kelly of the Eastern District of Pennsylvania denied BlueWave Healthcare Consultants, Inc.’s Motion to Dismiss a lawsuit brought by Plaintiff Aetna alleging Defendants paid doctors kickbacks to order unnecessary blood tests. Aetna alleges that BlueWave referred physicians in the Aetna network and told them they would be paid to refer blood samples to Defendant Health Diagnostics Laboratory, Inc. According to Aetna, BlueWave received approximately $200 million in commissions after entering into a sales agreement with Health Diagnostics Laboratory.

BlueWave argued in its Motion that Aetna failed to allege that BlueWave said anything false, one of the elements of fraud, as well as arguing that it was not liable for fraud because it was Health Diagnostics Laboratory that submitted the false bills to Aetna. However, Judge Kelly stated that under Pennsylvania common law, a person may be liable for fraud by merely participating in the scheme.  “Thus, the current Pennsylvania law places no requirement on plaintiff to prove that BlueWave defendants directly sent the false claims to Aetna,” Kelly said. “Rather, plaintiff has the burden to prove, amongst the other requirements required for fraud, that BlueWave defendants ‘participated in’ the perpetration of a fraudulent act.”

For more information, call Philadelphia business lawyers at Sidkoff, Pincus & Green at 215-574-0600 or contact us online.

Philadelphia Business Lawyers: Benefits of Alternative Dispute Resolution

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Relationships inside the boardroom are not unlike those encountered in everyday life. Petty squabbles and hurt feelings can occur in business just as they do in a friendship or in marriage. Unlike personal relationships, however, commercial disputes between vendor and supplier or hostility between board members can sink deals and jeopardize long-term fiscal growth. When business entities are at an impasse and litigation seems likely, the alternative dispute resolution (ADR) can prove beneficial, Philadelphia business transactions lawyers say.

Alternative dispute resolution in a business context traces its roots to family law, where couples found success navigating the emotional minefield of divorce by resolving – collectively – to stay out of the courtroom. The same principles apply in commercial disputes. Just as divorcing spouses must find a way to move forward and effectively co-parent for the sake of their children, partners, board members and former clients often must continue to coexist for the sake of their respective businesses.

When parties agree to pursue alternative dispute resolution to resolve their business dispute, they must first retain lawyers trained in the alternative dispute resolution approach. Although counsel may be present at most meetings their role is largely supervisory. Allowing negotiations to be primarily conducted by the parties themselves helps ensure a settlement that all sides find satisfactory.

There are yet other advantages to alternative dispute resolution. Because parties are not pressured to assemble a team of lawyers nor pay court costs, ADR is a more economical approach to dispute resolution than litigation. Arbitration also presents a cost-savings over litigation, but the uncertainty of an arbitrator’s ultimate award may be untenable to some parties. Successful mediation, likewise, is dependent upon the skill and fairness of a mutually-agreed upon mediator.

Alternative dispute resolution, by contrast, offers participants greater control over the outcome – at less cost. Keeping a dispute out of the courtroom also helps ensure privacy, which can often be an issue when ownership of trade secrets or other confidential business information must be decided. ADR also helps repair and restore business relationships previously believed to be irreparably damaged, as parties work together to resolve their differences.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. can Handle all Your Alternative Dispute Resolution Needs

Commercial disputes are common in the business world but often can be resolved without litigation. Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. are well-versed in alternative dispute resolution. Call 215-574-0600 or contact us online to learn more about how we can help your business move forward. At our Philadelphia offices, we proudly serve corporate clients throughout the surrounding areas.

Philadelphia Business Lawyers: Shareholder Derivative Suits

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A derivative action is a lawsuit brought by one or more shareholders of a corporation on behalf of the corporation. The action seeks to enforce a right the corporation has which the officers and directors are not enforcing. In order to bring a derivative lawsuit on behalf of the corporation, a shareholder must first make a written demand to the board of directors requesting that the board take action to enforce the corporation’s right.

Once the shareholders make demand upon the board of directors, the board of directors needs to decide if they are going to have the corporation sue. Sometimes the board of directors will decide itself whether to sue or not, and other times it will put together a special litigation committee to make the decision. If the board decides not to sue, the shareholders can file a derivative lawsuit. However, the first thing the court will look at is whether the court should give deference to the board’s decision based on the business judgment rule. The business judgment rule applies when the board’s made a business decision, which was proper under the circumstances, not to sue. When the business judgment rule applies the court is prohibited from allowing the case to go forward.il

Philadelphia Business and Commercial Litigation Lawyers at Sidkoff, Pincus & Green Handle Derivative Action Lawsuits

The Business Lawyers at Sidkoff, Pincus & Green represent shareholders of a corporation in derivative action lawsuits.  If you need an experienced Philadelphia Litigation Lawyers, contact us online or call 215-514-0600.

Philadelphia Business Lawyers: General Contractor Insurance Policies

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Insurance Companies Not Held Liable for Shoddy Workmanship by Home Contractors under General Contractor Insurance Policies

In Pennsylvania, Courts will not hold insurance companies that provide general contractor insurance policies liable for a contractor’s shoddy workmanship. In Ryan Homes, Inc. v. Home Indem. Co., 647 A.2d 939, 942 (Pa. Super. 1994) the Superior Court held that general liability policies provide coverage for work or product that actively malfunctions “causing injury to an individual or damage to another’s property.”

Further, the insured must assume the risk of the quality of its product and its work, and to hold otherwise “would effectively convert the policy into a performance bond or guarantee of contractual performance and result in the coverage for the repair or replacement of the insured’s own faulty workmanship. This means homeowners who can prove negligence in court will have to attempt to collect from contractors themselves.

 

The Philadelphia Business Lawyers at Sidkoff, Pincus & Green Represent Homeowners Whose Property Has Been Damaged by Home Contractors

The Philadelphia Business Lawyers at Sidkoff, Pincus & Green can help if your property has been damaged by a contractor’s shoddy workmanship.  For more information contact us online, or call today at 215-574-0600.

 

 

Philadelphia Business Lawyers: Association Transactions Act

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A major overhaul of Pennsylvania’s entity laws went into effect on July 1, 2015. The Association Transactions Act, which is similar to the Model Entity Transactions Act, replaces or reconfigures much of the dated legislation contained in Title 15, Corporations and Unincorporated Associations, and streamlines applicable provisions for more modern entity types. The Act consolidates and clarifies regulations surrounding entity transactions and makes it easier for all entity types to execute these transactions.

Specifically, the Act modifies or creates legislation to oversee five types of transactions: mergers, conversions, interest exchanges, divisions and domestication. Previously, the types of entities eligible for some of these transactions were limited, but the Act gives businesses much more flexibility. Simplifying these costly and time-consuming transactions is a huge win for Pennsylvania businesses.

This is a particular benefit to businesses looking to convert their entity type, who previously would have had to either dissolve or merge with another entity and reform as a different type. Divisions have also become less complicated, as spin-off entities no longer need to be the same type as the parent entity. Divisions are useful for businesses looking to attribute assets or liabilities to separate subsidiaries, but they are still only available in certain jurisdictions.

New Laws Beneficial for Businesses in Pennsylvania

In addition to the transaction governance laws, the Act also introduces several new types of filings that will be available to businesses. A Statement of Abandonment allows a document given to the Department of State to be withdrawn before taking effect. A Statement of Conversion can be used to convert an existing association to a different type of association. A Transfer of Registration is helpful to registered foreign entities, allowing them to easily merge with non-registered entities or convert their entity type. The Statement of Interest Exchange remains functionally the same as the previous version of the form, but it can now be used for any type of entity.

Existing Pennsylvania businesses will benefit from the clear, consolidated framework for various types of transactions, but the Act could also help to bring new business to the state. The cost-saving and red tape-cutting measures in the Act will make Pennsylvania more attractive to businesses. Provisions in the Act extend the ability to domesticate an entity across all entity types, which will allow businesses to move into Pennsylvania more easily.

Philadelphia Business Lawyers at the Law Offices of Sidkoff, Pincus & Green Help Businesses Achieve Their Transaction Goals

If you are looking into transaction options for your business, call Philadelphia business lawyers at the Law Offices of Sidkoff, Pincus & Green. Our legal team has the knowledge and experience to guide you through the process, including reviewing all applicable legislation and helping you choose the strategy that is right for your business needs. With offices conveniently located in Center City, Philadelphia, we serve businesses both in the Philadelphia area and across the country. Call us today at 215-574-0600 or contact us online to review your options with a qualified business transaction lawyer.

Philadelphia Business Lawyers: Piercing the Corporate Veil

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In Pennsylvania, a corporation is considered a distinct entity from its shareholders.  Under certain circumstances a court will pierce the corporate veil of a corporation and hold the shareholders personally liable for the corporation’s debts.  A strong presumption against piercing the corporate veil exists in Pennsylvania. However, in limited circumstances the court will allow it.

In Lumax Industries, Inc. v. Aultman, the Pennsylvania Supreme Court articulated factors to consider when determining whether to pierce the corporate veil.  The court should consider whether the corporation is undercapitalized, whether it adheres to the corporate formalities or not, whether substantial commingling of corporate and personal affairs is occurring, and whether the corporation is being used to commit a fraud.  In such circumstances the court may, as a matter of equity, pierce the corporate veil and hold the corporation’s shareholders personally liable for the corporate debt at issue.  However, the party seeking to have the corporate veil pierced has the burden of proving, by clear and convincing evidence, that the veil should be pierced.

For more information, call Philadelphia business lawyers at Sidkoff, Pincus & Green at 215-574-0600 or contact us online.

Philadelphia Business Lawyers: Abuse of Process – When Parties Submit Frivolous Filings to Delay Litigation and Increase Costs

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The word “process” as used in the tort of abuse of process “has been interpreted broadly, and encompasses the entire range of procedures incident to the litigation process. Rosen v. American Bank of Rolla, 627 A.2d 190, 192-193 (Pa. Super. 1993).

To establish a claim for abuse of process in Pennsylvania it must be shown that the party: (1) used a legal process against the other party, (2) primarily to accomplish a purpose for which the process was not designed; and (3) harm has been caused to the other party. Lerner v. Lerner, 954 A.2d 1229, 1238 (Pa. Super. 2008). “[C]ourts have consistently held or assumed that plaintiffs asserting a claim under Pennsylvania law for abuse of process that arises out of an underlying civil case need only establish the three common elements described above”. Langman v. Keystone Nat ‘1 Bank & Trust Co., et al, 672 F. Supp.2d 691, 700 (E.D.Pa. 2009). A plaintiff asserting an abuse of process claim does not have to show that the underlying proceedings terminated in his favor. Id., at 701; Lerner, 954 A.2d at 1238.

For more information on abuse of process, contact Philadelphia business lawyers at Sidkoff, Pincus & Green at 215-574-0600 or contact us online.

Philadelphia Business Lawyers: Craigslist Copyright Lawsuit

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A long-standing case between Craigslist and 3taps has finally been resolved. The two companies came to a settlement agreement for one million dollars that Craigslist will be donating to the Electronic Frontier Foundation (EFF) over the next decade. Additionally, 3taps will be shutting down.

Trademark Infringement, Unethical Competition and Breach of Contract

Craigslist sued 3taps, as well as another company, PadMapper, in July 2012, claiming that both companies were guilty of copyright infringement. PadMapper took the data Craigslist had for apartment listings and created its own site that was easier to use, while 3taps took other Craigslist postings and published them on third-party websites. In addition to copyright infringement, PadMapper and 3taps were also accused of infringing on the Craigslist trademark, unethically competing with Craigslist and breaching Craigslist contracts.

Countersuit Filed

In late 2012, 3taps filed a countersuit against Craigslist, opening the door to a legal battle that lasted nearly three years. 3taps countered that Craigslist had effectively created a copyright infringement trap by their practice of selectively obtaining copyright assignments and registrations in some user-generated posts, but failing to inform visitors which posts its own.

The recent settlement fully resolves each lawsuit. The one million dollars that 3taps will pay to Craigslist will help support the EFF, which will receive $100,000 a year for 10 years, and 3taps will no longer be allowed to operate.

Copyright Litigation Trap Questions Remain

There is still debate regarding the question of legality for private enterprises which operate public websites and attempt to exclude certain visitors, while at the same time exposing the excluded visitor to civil and criminal liability through use of the Computer Fraud and Abuse Act.

Philadelphia Copyright Infringement Lawyers at Sidkoff, Pincus & Green Represent Trademark Infringement, Breach of Contract and Business Litigation Claims

Certain types of small businesses and websites that source their data from other systems may be exposed to the potential of being targeted in lawsuits filed by the original source company or website. If you are being sued over copyright infringement or are considering filing a lawsuit of your own, our Philadelphia litigation lawyers can help. We can consult on how to avoid trademark litigation and offer legal counsel on how to pursue a trademark violation claim if one is warranted. At Sidkoff, Pincus & Green, we are skilled in breach of contract and copyright infringement litigation and will pursue your case until we reach a viable outcome or settlement. Please call 215-574-0600 or fill out an online contact form today to schedule your consultation.

Philadelphia Business Lawyers discuss Contra Proferentem: Ambiguity in Contract Construed Against Drafter

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“Contra proferentem” or “against the offeror” is a legal principal used by Courts in Pennsylvania when parties dispute contractual language. A written instrument is ambiguous if it is reasonably or fairly susceptible of more than one construction. When a contract is ambiguous, it is undisputed that the rule of contra proferentem requires the language to be construed against the drafter and in favor of the other party if the latter’s interpretation is reasonable. Com., State Pub. Sch. Bldg. Auth. v. Noble C. Quandel Co., 585 A.2d 1136, 1144 (1991)

In Commonwealth of Pennsylvania, State Public School Building Authority, the Court ruled in favor of Defendant because “a government contract will be construed against the government where, as here, the contractual provision in question is ambiguous and unreasonable, we conclude that the Authority’s interpretation of Paragraph 75 is erroneous and that Quandel must prevail.” Id.

For more information, call Philadelphia contract lawyers at Sidkoff, Pincus & Green at 215-574-0600 or contact us online.

Philadelphia Business Lawyers: Jawbone v. Fitbit Intellectual Property Case

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For many hi-tech companies, their intellectual property is their greatest business asset. In the digital age, it is easy for employees who leave one company to download much of an original company’s trade secrets and other intellectual property and then give it to another company. One such case where that conduct is alleged is the case of Jawbone vs. Fitbit.

The Facts of the Case

The Jawbone v. Fitbit California case involves two companies that provide health care products. The lawsuit was filed in California state court just after Fitbit filed for a public offering. Fitbit is a company that provides technical devices that track and help manage a person’s medical status. Many of Fitbit’s devices are worn to monitor physical activity. The Jawbone Company has shifted its product line from cellphone headsets and wireless speakers, to wearable trackers including a series of successful devices called Up.

Jawbone claims that Fitbit contacted a third of Jawbone employees about working for Fitbit. Some of the Jawbone employees are alleged to have downloaded and given Fitbit valuable Jawbone company information. In one example, the Jawbone complaint alleges that a Jawbone employee knew they were leaving but stayed on at Jawbone just in time to discuss the future business plans of the company and then downloaded the Jawbone company playbook. Another Jawbone employee who left for Fitbit is alleged to have emailed confidential company information to his personal email address, which is against Jawbone company policy.

Fitbit admits that it took company employees from Jawbone, but denies that these employees took Jawbone intellectual property and denies that Fitbit got this information illegally. Fitbit claims that all its innovations come through their own innovation and research.

Although reports reveal that Jawbone has struggled financially, the company claims its financial health is strong and the demand for its products is great. Jawbone seeks financial damages and for Fitbit to be enjoined from using any information obtained from the employees who formerly worked for Jawbone.

Philadelphia Business Lawyers at the Law Office of Sidkoff, Pincus and Green handle Business and Commercial Litigation in Pennsylvania

Philadelphia trial lawyers at Sidkoff, Pincus & Green have been helping business clients in Philadelphia and nationwide since 1958. Our commercial contract attorneys know how hard individuals and companies work to develop their intellectual property and to protect their trade secrets. We are experienced litigators skilled in filing suit to stop illegal activity, compensate the business that was wronged, and punish the wrongdoer. Call our intellectual property law firm in Philadelphia today at 215-574-0600 or contact us online to discuss how business assets can be protected.

Our office is conveniently located in Philadelphia, Pennsylvania allowing us to handle business matters throughout the Delaware Valley.