Whenever a conflict arises that causes harm to a business, a business tort could exist. Many business conflicts could endanger your business. The harm could be financial and threaten to close your business. The harm might even be the theft of trade secrets.
A business tort always involves the economic effects of wrongful acts that impact one or more businesses or other legal entities. Many begin with contract disputes that two or more parties cannot resolve. Then, lawsuits get filed in federal or state civil courts and sometimes both.
The plaintiff in a business tort must cite at least one cause of action for the lawsuit to proceed. A cause of action is comprised of legal facts that justify the lawsuit. Most business torts involve one or more of the following causes of action:
- Tortious interference.
- Injurious falsehood.
- Restraint of trade.
- Unfair competition.
- Fraudulent misrepresentation.
Other causes of action also exist, and most business torts involve a combination. The plaintiff usually seeks a judgment for cash, property, or affirmation of a legal right.
Tortious Interference Affects Prior Business Relationships
Tortious interference happens when an offending party interferes with a business’ contractual relationships with others. The offending party might make it impossible for your business to complete a contractual obligation. When your business cannot perform its obligations, tortious interference might be a valid cause of action in a lawsuit.
Injurious Falsehood Explained
You likely understand the general concept of defamation. If another party spreads a malicious lie that damages your business’ brand reputation, an injurious falsehood occurs. Malice must be shown and refers to intentionally spreading a known falsehood with the intent to cause damage to your business’ brand reputation.
How Restraint of Trade Could Occur?
When an offending party does something that limits your amount of trade, sales, or delivery of goods or services, a restraint of trade happens. Whenever your business cannot continue normal operations due to the actions of other parties, a restraint of trade might be claimed as a cause of action.
Many Kinds of Unfair Competition
Unfair competition has potentially widely varying actions that could result in the cause of action triggering a civil suit. Stealing your trade secrets or using your intellectual property to siphon away some of your market shares are examples of unfair competition. The unfair competition gives the offending party greater leverage to generate profit at your expense.
Fraudulent Misrepresentation Could Void Contracts
When one party intentionally lies in order to secure a business agreement, that is a form of fraudulent misrepresentation. The misrepresentation is done with the intent to deceive a business or an individual. It might involve contractual negotiations or other business dealings and could occur in many ways, including the omission of information.
Punitive Damages Might Be Sought
When a malicious act creates one or more legitimate causes of action that you could prove in court, the defendant might be subject to punitive damages. You would have to request punitive damages in a court filing or amend an existing case to request them. However, it is important to note that punitive damages are rare.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Can Help You With Business Tort Litigation
Our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. can help you explore your legal options when you must resolve a business dispute. Call us at 215-574-0600 or contact us online to schedule an initial consultation. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
Most business contracts are complex, containing dozens of sections, sub-sections, and countless provisions detailing the requirements by both parties. Miscommunications could happen and something could be put in writing that should not have been. Also, there could be simple typos that happen when a contract is long. It is possible that a simple typo could significantly change the meaning or terms of a contract. If the typo is not caught during a review of the final draft, the parties could be in a tough spot since both parties signed the document.
There are three main categories of mistakes that can happen in business contracts.
This is where one side of the contract makes the mistake or misunderstands a term or provision within the contract. This is the most common mistake. There are a few ways a contract can be rescinded if a unilateral mistake has been made:
- A drafting or clerical mistake that did not lead to gross negligence.
- If the error was so serious and irrational to be outrageous.
- If one party to the contract relied on a material fact that the other party knew was a mistake but failed to inform the other party.
The best way to make sure unilateral mistakes are not made is to hire an experienced lawyer who focuses their practice on drafting and negotiating business contracts.
A mutual mistake is when both parties misunderstand a term or provision in the contract. Since both sides have made the mistake, the contract can usually be voided. However, there must be a material fact for a mutual mistake to be void.
A common mistake occurs if both parties mistakenly believe or misunderstand similar facts. The issue at the heart of the mistake has to be a fundamental aspect of the contract.
How to Prevent Business Contract Mistakes?
You want to make sure you have a lawyer on your side. Make sure your lawyer understands the goals of the contract that is being agreed upon, as well as the minor issues. A good line of communication with your lawyer is extremely important so that there are no misunderstandings and that everyone is on the same page.
Review every line of the contract with your lawyer. If there are any questions, make sure to go over the language in detail to make sure you completely understand the purpose of each sentence.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Can Help You if You Have an Issue With Your Business Contract
If you need to have a business contract negotiated and drafted, it is important that you consult with a lawyer. Our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. can help you explore your options. Call us at 215-574-0600 or contact us online to schedule an initial consultation. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
At the heart of every contract are certain conditions that each party must follow. When one or more contractual parties does not abide by the obligations of the contract, a breach of that contract has occurred. There are four main types of contract breaches, and a material breach is the most serious. That is because a material breach permanently breaks the contract.
A material breach of contract causes irreparable damage that makes it impossible to continue the contract. The material breach refers to one or more parties failing to perform the contract. The breach goes to the very heart of the contract itself.
Suppose you have the architectural designs for a particular home that you want to build. You could pay a contractor to build it, but if the contractor builds a completely different home, a material breach of contract would have occurred. In this case, there likely would be no way to continue the contract.
Other Parties Must Be Ready, Willing, and Able
Ready, willing, and able are three important factors in claiming that a material breach of contract has occurred. If you are accusing another party of a material breach, you have to be ready, willing, and able to perform your end of the bargain.
If the contractual agreement were to build a home, you could show that you provided the architectural designs, land, and money to do the job reasonably and effectively. The homebuilder might continually delay or otherwise refuse to do the project as agreed. If so, you could make a strong case for a breach of contract. The homebuilder also could not erect or place a substandard home on the property and declare the contract fulfilled.
Did Bad Faith Play a Part in the Breach of the Contract?
If the breach of contract resulted from bad faith and the case is brought to court, they will likely presume it to be a material breach of contract. On the other hand, a breach that results from negligence is less likely to be considered a material breach. In this case, it would be considered a minor breach.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Can Help You With a Contract Breach
If another party has breached a contract you are a part of, speak with one of our experienced Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. Each party involved in a contract must meet certain obligations. We can help you if another party is not following through on their end of the contract. Call us at 215-574-0600 or contact us online to schedule an initial consultation today. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
Businesses of all sizes and types are vulnerable to lawsuits. If the lawsuit progresses to a courtroom, there may be devastating effects on the company. It may hamper a business’s finances and funding, ability to operate normally, and even its reputation among customers and business partners.
Many smaller businesses do not have the luxury of in-house legal counsel. They may be taken by complete surprise when an employee, client, vendor, insurer, financial partner, or another party files a lawsuit against them. Common causes of business litigation include:
Review the case with a trusted and experienced business lawyer. They can advise you on how they can help you respond. They may even find incorrect information from the start and move to dismiss the lawsuit. If information is correct, they will quickly put a preservation order in place to preserve relevant data, including documents and electronic materials.
As a business owner, you should never communicate directly with the person or entity that has filed the lawsuit to try and resolve the issue. Any words or actions can be held against you in litigation; always let a business lawyer speak on your behalf.
Inform Your Insurer of the Complaint
Most businesses have several different types of insurance policies to cover a variety of situations. They should immediately contact the appropriate insurer. Insurance will often cover costs, and the insurance company may also use its own counsel defense. Even so, the business should also keep its own counsel informed of proceedings.
Have Legal Counsel
A lawsuit usually comes with a requirement to submit a written response within 30 days or another timeframe. That is another reason to quickly hire legal counsel. The written response needs to come from a lawyer and must include:
- Admittance or denial of each allegation.
- Defense and counter/cross-claims against the plaintiff or other defendants.
- Whether you want a jury trial or alternative resolution.
Before submitting the response, your lawyer will discuss with you options for resolution, insurance coverage, potential counterclaims, such as holding another party responsible, dismissals of all or part of a complaint, and other issues.
Tips for During and After the Case
As you and your legal counsel work toward negotiation or litigation, follow these tips to help ensure a successful process:
- Be quiet: Do not discuss the case with anyone but legal counsel and those in the company who need to know.
- Be honest: Do not hide any information or cover anything up. Your lawyer should never be surprised by new information.
- Be prompt and diligent: Your lawyer will ask for a lot of information, and you must respond quickly to avoid delays.
- Stay focused on your business: A lawsuit may be stressful, but it does not mean you are guilty of something. Let the appropriate parties decide that while you focus on running a good and ethical business.
- Learn: If a lawsuit comes up, then review your employment-related practices, policies, handbooks, and management training. You should make changes where necessary.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Can Help if Your Business Is Being Sued
Our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. have the skill and knowledge to defend your business if you are being sued. We provide counsel on business conflicts and disputes involving employment, partnerships, contracts, and other related issues. For an initial consultation, contact us online or call us at 215-574-0600. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
Business disputes will likely happen at some point, especially when there are high-value transactions involved. The more money that your business takes in, the more likely there will be internal or external disputes.
Business disputes should not cause duress unless they truly threaten your business and livelihood. There are many ways in which to handle the variety of business disputes that might arise. Most can resolve disputes outside of a courtroom. However, if business litigation is inevitable, an experienced lawyer will help you get the best possible outcome.
Additionally, many business disputes could be settled with the help of experienced third parties. A mediator could help two or more sides in a dispute to reach an amicable agreement that resolves the matter. An arbitrator could hear both sides of a business dispute and then render a decision by which both sides must abide.
Disputes with workers might have to go through the respective state agencies. They also might go through state or federal commissions tasked with handling such disputes. For example, if a worker files a discrimination claim, the federal Equal Employment Opportunity Commission (EEOC) would have to investigate before any kind of lawsuit might be filed against your business.
What Are Some Common Business Disputes?
Business disputes could be internal, external, or a combination of the two. The dispute might be with a business partner and one or more workers. It might be due to a contractual disagreement with another party. No matter the cause, the result usually means a negative impact on your business endeavors.
The four most commonly occurring business disputes include:
- Partnership disagreements.
- Disputes between two or more businesses.
- Financial or contractual breaches.
- Employment disagreements.
Partnership disagreements usually are the most common of all business disputes. Disagreements regarding business direction, finances, leadership changes, and hiring issues are common sources of partnership disputes. A breach of contract also might trigger an internal dispute among business partners.
Outside of the business, breaches of contract also commonly trigger legal disputes with other business entities. The breach might involve finances, products, or the improper delivery of services. Whatever the contractual obligation, external business disputes often arise.
Employment disputes often involve issues with pay or discrimination claims by one or more workers. Your business also might be on the receiving end of a discrimination complaint that may or may not have merit.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Can Help You Today
If you are in the midst of a business dispute, our Philadelphia business lawyers and Sidkoff, Pincus & Green P.C. can help you resolve the matter. Call us at 215-574-0600 or contact us online to schedule an initial consultation. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
A non-disclosure agreement (NDA) can be a useful tool for a business to protect sensitive information, such as trade secrets, internal company plans and data, and proprietary information and ideas. Having an NDA is important for your business and may even help prevent business litigation issues that may arise.
An NDA is often referred to as a confidentiality agreement, proprietary agreement, or a secrecy agreement. An NDA can be used to keep anything secret and can used in almost any industry or setting. Even governments use a version of NDAs to keep secrets from getting out.
An NDA might cover:
- Client or customer lists.
- System procedures or knowledge.
- Software plans and coding.
- Customer order history.
- Marketing strategies and targets.
- Schematics for new products.
- Lawsuit settlements.
The main goal of an NDA is to describe the information that is considered sensitive and what will happen if it is leaked in violation of the contract. The holder of the confidential information named in the NDA may lawfully force the other person to pay monetary compensation for any damages incurred as a result of its unauthorized release of the information.
Quite often, an NDA is used where a company is attempting to entice new investors by showing the new people secret information. The potential new investors would be required to sign an NDA before they could see internal company financial data and trade secrets.
Is an NDA Legally Binding?
A properly drafted NDA will be legally binding. With that being said, sometimes, NDAs can be very complicated and have to be drafted and reviewed with a fine-tooth comb. There are times when an NDA may not be enforceable if it is overly broad. For example, if you forbid your employees from ever utilizing any information they acquire as a result of their employment, your NDA might be deemed void and unenforceable. The NDA has to be specific enough to address the main concerns of the parties but broad enough to cover any unforeseen information that the person might learn.
What Should Be Included in an NDA?
The following are the basic categories that need to be included in an NDA:
- Party identification: It is important to be very specific as to whom the NDA applies to so that all parties know their place.
- Definitions of confidential information: This is extremely important. You should describe specifically what information you want to capture within the NDA. You may want a detailed description or a list of numerous items that are classified as confidential.
- Scope of the agreement: The scope of the agreement describes exactly who can learn of the protected information.
- Any exclusions to the agreement: It is possible that you would want to designate other data as non-confidential in some cases. For example, an employee’s abilities and knowledge acquired while working for you may be excluded. Other possibilities include items or circumstances that are already known to the public.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Are Here to Help You With Any Concerns About NDAs
If your company needs a solid NDA, we are here to help. Our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. can help you with any concerns you might have with an NDA. Call us at 215-574-0600 or contact us online to schedule an initial consultation. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
Small and large businesses are dealing with the fallout from the coronavirus pandemic. Supply chain issues and high inflation are making it harder to make profits. Many places of business are having a hard time finding good workers to help provide customers and clients with the goods and services that they need. Those are just a few of the many reasons why bankruptcy filings are on the rise.
A bankruptcy filing is a viable solution for reorganizing existing debt in a way that enables a business to continue. However, filing for bankruptcy does raise many legal issues that could lead to business litigation if the owner is not careful. The following are some commonly encountered legal issues that could arise when a business owner files for bankruptcy.
Worker Adjustment and Retraining Notification Act
The federal Worker Adjustment and Retraining Notification Act (WARN or the Act) affects businesses with more than 100 employees. The Act requires businesses to notify workers in advance of any planned business closings or mass layoffs that are likely to occur due to the bankruptcy filing.
Advance notice must be made 60 days before implementing any planned closing or layoffs. The notice will help workers to avoid surprises and make any necessary changes to protect their personal finances. It also helps them to find new jobs and avoid filing for unemployment. If you plan to continue doing business after reorganizing debts, the Act could help you to retain valuable employees.
Creditor Legal Issues
If you are considering a business bankruptcy filing, your business has debts that you currently cannot afford. The creditors for your business could reclaim any equipment, materials, or other assets that it might have provided. It generally helps to work with your creditors to determine a viable way to restructure the debts. That could help the creditors maintain their support of your business.
A creditor could file a proof of claim with the trustee assigned to your business bankruptcy case. The proof of claim helps to ensure creditors will obtain at least some compensation if any is available due to the bankruptcy. Creditors could include vendors, energy providers, and others who routinely provide goods or services that enable your business to function.
Debtor Legal Issues
Many places of business have debtors who owe them goods or services. Filing for bankruptcy does not automatically wipe out the debts owed to your business. Collecting those debts could be an issue and require legal assistance. Some debtors might refuse to pay and count on the pending bankruptcy to wipe out the debt. However, a business owner can overcome this with a court order.
Commercial Lease Assignments
Your place of business might have a commercial lease for the location that houses your business operations. A bankruptcy filing might enable you to assign your commercial lease to another business entity.
Many commercial leases have anti-assignment clauses that prevent renters from subletting or assigning the lease to other parties. A bankruptcy filing might change that. However, landlords might try to enforce anti-assignment agreements even while a bankruptcy filing is proceeding.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Can Help You Work Out Business Bankruptcy Issues
If your business is near bankruptcy, you can contact our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. for legal help. Call us at 215-574-0600 or contact us online to schedule an initial consultation. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
According to the International Association for Contract and Commercial Management, nine percent of contracts experience a claim or dispute. Contract disputes can happen due to unexpected business circumstances or the unwillingness of a contracted party to deliver the products or services they agreed upon.
The following are some of the most common types of business contract disputes:
- Breach of contract.
- Business-to-business disputes.
- Partnership disputes.
- Non-compete agreements.
- General liability.
- Sales contract.
- Service contract.
- Employment contract.
- Commercial lease.
- Business partnership agreements.
- Joint venture agreements.
Knowing common contract disputes will make your business better prepared for potential litigation.
What Are the Components of a Business Contract?
The main parts of a business contract include: an offer, mutual consideration, transaction details, and acceptance. Language in the contract should be clear and concise. Without the critical components, you will likely experience legal issues. Safeguard your contract by detailing the essential parts, along with standard clauses found in business contracts.
What Are Clauses in Business Contracts?
Business contracts will have different transactions, payment terms, and other components. You can organize these components by dividing your business contracts into main clauses. Common clauses in business contracts include:
- Arbitration clause.
- Choice of law clause.
- Confidentiality clause.
- Definitions clause.
- Indemnification clause.
- Severability clause.
- Warranty clause.
Why Should You Consider Legal Guidance for Your Business Contracts?
Business disputes can happen with any contact. A strong business contract that is well-worded is paramount. Begin with a clear purpose in mind when drafting your business contracts.
If you have a business, a skilled lawyer can review your contracts. A reputable lawyer can prepare, negotiate, and review contracts pertaining to the following:
- Business purchase agreements.
- Commercial leases
- Employment contracts and non-competes.
- Sales contracts.
- Shareholder and partner agreements.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Will Ensure That You Have Solid Business Contracts
Business contracts have many complex components, and a skilled lawyer can ensure that your contracts are binding and strong. If you need guidance with drafting and finalizing your business contracts, contact our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. today. Call us at 215-574-0600 or contact us online to schedule an initial consultation. Located in Philadelphia, we serve clients throughout Pennsylvania and New Jersey.
Intellectual property (IP) encompasses patents, trademark, copyrights, and trade secrets. In general terms, IP refers to any intangible product made by a person, and it is important to protect your IP.
Fortunately, safeguards can be put in place to protect inventions, company branding, trade secrets, and other forms of IP. Innovators should work with a lawyer when they are seeking guidance for issues related to IP, including trademarks, copyrights, patents, and trade secrets. Listed below are ways you can protect your IP.
Trademarks usually safeguard brands and the logos used on products and services. You should follow these steps in order to receive a trademark:
- File a submission, and choose what types of products and services you want to use for the trademark.
- A trademark examiner examines the submission to see if anyone has already registered the same or similar mark. If nothing is found, a trademark is published in a public register to other parties to object. If no objection is provided, then the trademark is approved.
- A trademark stays in effect for successive 10-year periods if the owner meets the legal necessities for renewals.
When an author writes, draws, or designs a piece of work, they have immediate copyright. A person can file an application to receive a federal registration for a copyright via mail, online, or in person, which endures for the creator’s lifetime, along with an additional 70 years.
Patents shield innovative ideas, processes, and inventions. Once the innovator files a patent application with the U.S. Patent and Trademark Office (USPTO), an examiner reviews it to make sure that the invention has not been previously utilized.
Usually, the examiner and innovator seeking the patent will have a discussion on the merits of granting the patent. It is worth nothing if the person receives a patent, it is valid for 20 years from the application’s filing or 17 years from the patent’s issuance, whichever is longer.
A trade secret is private, specific information that affords its owner a financial edge over competitors. To protect a trade secret, the owner must do the following:
- Regulate physical and electronic access.
- Utilize nondisclosure agreements with any party that requires you to share the information, such as a regulatory agency.
- Stamp documents with a trade secret stamp or watermark.
Innovators should seek legal counsel to clear any hurdles in the patent process to avoid issues and possible business litigation.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Are Skilled at Protecting IP
Protecting your IP rights can be contentious, with several hurdles to clear. Our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. can help you avoid issues related to your IP. Call us at 215-574-0600 or complete our online form for an initial consultation. We are located in Philadelphia, and we serve clients throughout Pennsylvania and New Jersey.
There are thousands of large and small family-owned businesses in and around the Philadelphia region. Often, the issue of who actually owns the business comes up, especially when trying to get a business loan or selling the business. This is important to resolve as soon as possible in order to avoid business litigation that may arise. With some family-owned businesses, the entity has been in operation for so long that everyone loses track of whose name is on the ownership papers. This can happen when many members of the family work for the company.
There are five basic family business ownership models. When every family member who works at the business understands these five models, usually they all can decide on what type of business structure should be used.
This is the simplest form of family business ownership. The owner-operator business ownership model is when one person or possibly a married couple own the business and will be responsible for all the decisions.
In order for this model to succeed over generations, there has to be a decision by the owner and other family members of who the successor will be in the future. Once the owner-operator retires or passes away, the successor can take over the company smoothly.
In a family partnership, different family members are leaders of the company, and they are usually equal owners in the company. A problem with this type of ownership could arise when future generations want to become partners as well. For example, three sisters are partners in a family owned diner, but as they age, their children want to become partners as well. Under this scenario, there has to be delicate negotiations and honest conversations.
In a distributed model, the ownership is passed down to most or all descendants, whether or not they work in the company. This allows for the continuation of the business and the compensation of all family members. The owners would have to negotiate a fair compensation package that would adequately compensate the family members who work in the business.
In a nested model, different extended family members own different parts of the business. For example, smaller family ownership groups sit inside larger ones, similar to a nest. This system of family ownership works when there is an overall business owned by many members of the family, but other members want to branch out into new or other areas of business.
Under the public model, the business is treated like a publicly traded company, even though it is still owned by the family. Whether shares are publicly traded or not, the business is run by professional managers, and the owners play a minimal role, usually limited to electing board members.
Philadelphia Business Lawyers at Sidkoff, Pincus & Green P.C. Have Been Helping Family Business Owners for Decades
If you have questions about your family business and its ownership status, our Philadelphia business lawyers at Sidkoff, Pincus & Green P.C. can help. Call us at 215-574-0600 or contact us online to schedule an initial consultation. Located in Philadelphia, we serve clients throughout Penns