Category: Business Law

Philadelphia Business Lawyers: “Cadillac Tax” Delayed until 2020

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On December 18, 2015, President Obama approved a spending and tax package that includes a two-year delay of the so-called “Cadillac Tax”. This tax will impose a forty percent excise tax group health plans to the extent their total annual premium costs exceed $10,200 for single coverage and $27,500 for family coverage. This tax is intended to motivate employers and carriers to find a way to reduce the costs of employee health coverage.

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

Philadelphia Business Lawyers: Elements of Defamation in Pennsylvania

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Defamation is a tort that holds individuals liable for false statements, spoken or written, which harm the reputation of another.  In general, a defamation complaint must be sufficient to identify the accused defamer and outline the circumstances of the publication of the false statements.  The tort protects public figures as well as private individuals and is interpreted under state law.  The statute of limitations is one year for bringing an action for defamation.

In Pennsylvania, the elements of the tort are outlined in the Uniform Single Publication Act (USPA).  The burden is initially on the Plaintiff to prove each element: 1. The defamatory character of the communication, 2. Its publication by the Defendant, 3. Its application to the Plaintiff, 4. The recipient’s understanding of its defamatory meaning, 5. The recipient’s understanding of it as intended to be applied to the Plaintiff, 6. Special harm resulting to the Plaintiff from the publication (actual damages that are economic or pecuniary). 7. Abuse of a conditionally privileged occasion (the publication was not reasonably necessary due to common interests).

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

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 Discuss Pending Legislation to Attract Corporations to Pennsylvania

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A bill was recently passed in the House of Representatives that proposes giving Pennsylvania’s Superior Court and county courts the authority to establish commerce court divisions in Pennsylvania. The commerce division would utilize two of the court’s fifteen judges and three senior judges with jurisdiction over business cases – including corporate acquisitions, mergers, dissolution, liquidations or other matters concerning corporations, as well as limited liability companies, trusts, sole proprietorships and corporate partnerships.

Pennsylvania court officials have agreed to institute a pilot program if the bill, sponsored by State Representative Seth M. Grove, R-York, passes in the Senate. Senate Judiciary Committee Chairman Stuart Greenleaf said that he plans to propose his own more expansive legislation, which proposes an entirely new independent business court. He has stated that the costs of this new court would be offset by the benefit to the state’s economy. Greenleaf reports that his legislation has been in the works for several months and he plans to introduce it soon.

These proposals are aimed at making Pennsylvania more hospitable for businesses. Representative Grove’s bill seeks to imitate the model of Delaware’s Chancery Court, which has helped make Delaware the nation’s business capital. More than one million businesses and half of all publicly traded U.S. companies are registered in Delaware. Businesses are drawn to Delaware because its Chancery Court offers quick resolution of conflicts and certainty of outcomes.

Delaware’s Chancery Court handles shareholder lawsuits, disputes between board members, challenges to mergers and acquisitions and other civil matters. Cases in the Chancery Court are decided by judges, not juries, and a written opinion is issued for each case. These opinions provide a body of case law that can aid litigants in resolving their cases.

Critics of Pennsylvania’s plan argue that the bill is unnecessary because Pennsylvania courts already have the power to create specialized court programs, such as a commerce division. For example, we have seen programs spring up to address criminal charges against veterans and the mentally ill. Philadelphia and Allegheny Counties, where most of the state’s business disputes occur, already have divisions dedicated to addressing these types of cases.

Philadelphia Business Lawyers at Sidkoff, Pincus & Green Represent Clients in Business Transactions and Contract Disputes

Philadelphia trial lawyers at Sidkoff, Pincus & Green provide traditional trial work, contract work, as well as counseling, planning and advice to all forms of businesses. Our attorneys keep up with fast paced developments in the law to provide your business with effective legal representation. With offices in Philadelphia, we represent clients in Philadelphia and South Jersey. Call us at 215-574-0600 or fill out an online contact form today.

Philadelphia Business Lawyers: Bucks County Court Allows Plaintiff to Pierce Corporate Veil

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A Bucks County Court of Common Pleas judge awarded a packaging company more than $138,000 in compensation against a limited liability company, and allowed the plaintiffs to pierce the corporate veil to recoup the money. Plaintiff, Power Line Packaging Inc., is a small, family-owned manufacturing and repackaging company focusing on personal care products. Judge Gary Gilman awarded plaintiff money after finding that Defendnats Hermes Calgon/THG Acquisition LLC and its principals intentionally made misrepresentations to plaintiff and were unjustly enriched.

Hermes Calgon was formed as a limited liability company by previous executives of a company that owned several personal care product brands. Hermes Calgon approached Power Line to develop a line of products for Shoppers Drug Mart, which is a large retailer in Canada. The defendants claimed that Shoppers Drug Mart had already placed orders with the company. Based on the representations, Power Line bought materials to create the product line, and developed product line formulas at the defendants’ request.

Power Line was never told payment was contingent on the placement of purchase orders or payments from Shoppers. Shoppers advised the defendants that the company needed to review the product pricing strategy, but defendants did not notify Power Line of Shoppers’ position. In June 2009, the defendants were told that Shoppers would not purchase the products. Power Line sued the defendants, arguing that the defendants repeatedly reassured Power Line they would pay for the purchase and storage of materials related to developing the product line.

“The court held that if you’re going to form an LLC, you need to follow the formalities of that company, and if those formalities are not followed, the individuals forming the LLC may be subject to liability[.]”

The Philadelphia Business Lawyers at Sidkoff, Pincus & Green Handle Lawsuits against Limited Liability Companies

The Philadelphia Business Lawyers at the Law Offices of Sidkoff, Pincus & Green represent clients is all areas of business law, including commercial litigation and employment law.  Contact us online, or call us at 215-574-0600.

Philadelphia Business Lawyers: Anticipatory Repudiation of Contracts

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Normally, contractual remedies flow from a breach of contract. However, remedies can also be available when anticipatory repudiation occurs. Anticipatory repudiation is when one party to a contract declares that they will not, or are unable to, perform their obligation under the contract prior to the obligation becoming due. In Pennsylvania, the declaration must be “an absolute and unequivocal refusal to perform or a distinct and positive statement of an inability to do so.”

When anticipatory repudiation occurs, the law provides the aggrieved party, the party that is not refusing to or unable to perform, remedies.   The aggrieved party can choose to wait and see if the other party will indeed perform under the contract. However, the aggrieved party could also seek remedies which are available for breach of contract, including damages or specific performance. Either way, the aggrieved party can also suspend his performance under the contract.’

The Philadelphia Business Lawyers of Sidkoff, Pincus & Green are Experienced in All Areas of Contract Law

Philadelphia Business Lawyers at Sidkoff, Pincus and Green represent clients in contract disputes.  If you need a qualified Philadelphia Contract Lawyer, contact us online, or call us at 215-574-0600.

Philadelphia Business Lawyers: Conditional Class Certification for Collective Actions

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Getting a conditional class certified in court requires the plaintiff to show by a preponderance of the evidence that the rest of the opt-in plaintiffs were “similarly situated.” In Jarosz v. St. Mary Med. Ctr., PICS Case No. 14-1560 (E.D. Pa. Sept. 22, 2014), an employee claimed she was never properly compensated for performing work during her meal break, and that this was a policy throughout her work. The court decertified the potential class because the circumstances showed this meal break policy was not centralized. Factors such as employees from other departments and positions, as well as the fact that meal breaks were scheduled differently depending on the department, aided the court in reaching its decision.

This court’s decision is important to show that just being employed by the same employer is not enough for additional plaintiffs to opt-in to a class action (collective action) suit. The “similarly situated” standard is focus in this court’s holding. The certification of a class action becomes inappropriate when individual issues would overcome issues that the class as a whole would have.

Philadelphia Employment Lawyers at Sidkoff, Pincus and Green are Experienced in All Areas of Business Litigation including Class Action Lawsuits

Philadelphia Business Lawyers at Sidkoff, Pincus and Green represent clients in all areas of Employment Law, and handle class action lawsuits.  For more information contact us online, or call 215-574-0600.

Philadelphia Business Lawyers: Fraudulent Misrepresentation as a Basis for Punitive Damages

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To establish fraudulent misrepresentation, a plaintiff must prove: (1) misrepresentation of a material fact; (2) scienter; (3) intention by the declarant to induce action; (4) justifiable reliance by the party defrauded upon the misrepresentation and (5) damage to the party defrauded as a proximate cause. Yenchi v. Ameriprise Fin., Inc., 2015 Pa. Super 195 (Sept. 15, 2015). Scienter, or the maker’s knowledge of the untrue character of his representation, is a key element in finding fraudulent misrepresentation. See Restatement (Second) of Torts § 526, comment a. Fraud must be proven by clear and convincing evidence. Weston v. Northampton Pers. Care, Inc., 62 A.3d 947, 960 (Pa. Super. 2013).

[A] cause of action for misrepresentation can support a claim for punitive damages. However:

Punitive damages will lie only in cases of outrageous behavior, where defendant’s egregious conduct shows either an evil motive or reckless indifference to the rights of others. Punitive damages are appropriate when an individual’s actions are of such an outrageous nature as to demonstrate intentional, willful, wanton, or reckless conduct.il

The Philadelphia Business Lawyers at the Law Firm of Sidkoff, Pincus & Green are Well Versed in all Areas of Business Litigation

The Philadelphia Business Lawyers at Sidkoff, Pincus & Green can help clients affected by fraudulent misrepresentation.  To speak to an experienced lawyer contact us online, or call 215-574-0600.

Philadelphia Business Lawyers: Professional Negligence in Pennsylvania

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When the alleged negligence is rooted in professional malpractice, the determination of whether there was a breach of duty comprises two steps: (1) a determination of the relevant standard of care; and (2) a determination of whether the defendant’s conduct met that standard. Catlin v. Hamburg, 56 A.3d 914, 920 (Pa. Super. 2012). Additionally, in a professional malpractice action, the determination of whether there was a breach of duty requires the plaintiff to show that the defendant’s conduct fell below the relevant standard of care applicable to the performance of the professional services at issue. Merlini ex rel. Merlini v. Gallitzin Water Auth., 934 A.2d 100, 104 (Pa. Super. 2007). “In most cases, such a determination requires expert testimony because the negligence of a professional encompasses matters not within the ordinary knowledge and experience of laypersons.” Id.

 A complaint asserting negligence against a licensed professional must identify each defendant against whom the plaintiff is asserting a professional liability claim. Pa. R.C.P. § 1042.2. “In any action based upon an allegation that a licensed professional deviated from an acceptable professional standard, the attorney for the plaintiff … shall file … within sixty days after the filing of the complaint, a certificate of merit signed by the attorney[.]” Pa. R.C.P. No. 1042.3(a).

Philadelphia Business Lawyers at Sidkoff, Pincus & Green Represent Those Accused of Professional Negligence

The Philadelphia Business Lawyers at Sidkoff, Pincus & Green are experienced in complex litigation and represent clients in all areas of business law, including professional malpractice.  For more information contact us online, or call 215-574-0600.

 

 

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.