March 25, 2014

Do I Need a Lawyer for a Contract Review?

The contract might seem incredibly simple. You found a great form online, you’ve gone over the details several times and it looks like you might be able to come to a final agreement. Good intentions have been expressed on both sides. However, as the saying goes, “business is business.”

You might be dealing with a family member or a friend you’ve known for years, but that’s not enough to guarantee peace of mind. There could be legal ramifications if you choose to draft your contract without the assistance of a lawyer. In fact, doing it without a lawyer could lead to problems down the line.

You might choose to go with a verbal contract. They are allowed, but can be difficult to enforce in court. If it’s on paper, you have something on record, and that’s the key if a dispute ever arises. It’s also strongly recommended that you have a lawyer review your contract. Although you’ll find plenty DIY (do-it-yourself) opportunities, your best course is to seek the help of someone who can help you craft the right contract for your needs.

 

Here are some basics to consider when putting your contract together.

Have a Plan

In most cases, it’s fine to create an outline of what you’d like your contract to be. Whatever specifics you want in the contract should be included.  You will need to ensure that all terms are put the contract, even those seemingly innocent verbal agreements. Additionally, if your business partner resides in a different state, it’s a good idea to decide which state’s law will apply to the contract (you’ll have to choose which state). Leave nothing to chance. Have your attorney work with you to create a plan that works best for you.

 

When Things Don’t Work Out

Nothing’s ever perfect and even the best plans can be waylaid. That’s where a detailed contract can come into play. It gives you insurance against a worst-case scenario if your business venture doesn’t work out. The contract can spell out exactly the way you’d prefer to resolve any differences, whether it’s through mediation or arbitration. Your dispute doesn’t have to always be solved in court.

 

Protect Your Intellectual Property

When it comes to creative ventures, as much as you’d like to ignore the business aspect, the reality is that a well drafted contract will save you a headache (and legal fees down the road). If you’re engaged in a publishing business, whether you’re writing the next great novel or inventing a new technology, you need to take protecting your intellectual property very seriously. Even if the contract seems straightforward, you should always have an attorney review the document.

 

 

It’s About Your Best Interests

No matter how you decide to move forward with your business venture, having a contract is the first step to protect you and cover your bases if something goes wrong. More importantly, a contract is essential to keep your best interests covered, and a skilled attorney can deliver the content (and protection) that you need. A contract review attorney can help steer you in the right direction, so everyone involved can rest easy and feel confident.  

March 11, 2014

The Importance of Property Succession

Whether you decide to sell, retire, or leave your business due to health reasons, it is important that you plan for the day you will no longer be able to run your company. Succession planning is a very important part of business planning and is something that you should address when you first go into business. Small businesses have unique challenges if one of the owners or managing partners can no longer fulfill his or her duties running the business, and this is especially true for businesses that have only one owner (sole proprietors) who are responsible for making all business decisions. Simple transactions such as paying bills or payroll may not be able to be done without a court order.

 

Unfortunately, succession planning is not often a priority among small business owners. A survey conducted by Zen Wealth found that sixty percent of small business owners do not have a succession plan in place.

 

What this means for your business is that the details of how your business is run could be at risk at any time. Do you even know who will inherit the business? That’s the person who’ll be making all of the important decisions about how it operates—can you afford to leave that role open to chance?

 

A succession (or exit) plan outlines who will take over when the owner leaves, and also identifies the best way for the owner to exit the business. Creating a succession plan will help you implement factors far in advance that will future-proof your business for sale or transfer of ownership when the time comes.

 

Here are some typical problems that a succession plan can address:

§  the business owner “is” the business, leaving the company unable to function without the owner

§  the business is reliant on a few large clients with an undiversified revenue stream

§  there is a non-transferable lease on business properties

 

All these things are correctable if they are caught beforehand.

 

A succession plan also allows you and your successor time to prepare for the transfer of ownership. Your successor will need to go through certain training before they’ll be ready to take over your business. The time you’ll need for adequate training will depend on the complexity of your business. It’s best to achieve this training over a gradual period of time, so that you’re available to help your successor make the transition. You should not put off this preparation until the last minute.

 

 

Lastly, having a succession plan in place is important because you need to know how much your business is worth if you intend to sell your business, which means you have to identify the factors that determine your business’ fair value. You should be able to document the changes in your business’ revenue over time, thus showing past growth and profitability, which can then be used as estimates for future earnings. The U.S. Small Business Administration (SBA) offers resources to help with your succession planning. If in doubt, it never hurts to consult with an attorney during this planning process.

February 28, 2014

What do you do when a neighbor encroaches a structure on your property? Here's some advice.

Real Estate and Boundary Disputes

 

Q. What should I do if a neighbor’s structure encroaches my property?

 

A. As the saying goes, fences make great neighbors. But sometimes fences (or sheds, home additions, driveways, patios, etc.) cause significant disputes when one owner believes the other owner’s structure has encroached onto their own property.

 

Before you get into a dispute with your neighbor, check your deed, property stakes and any survey to locate descriptions of your property lines. If, indeed, it seems the structure is encroaching your land, try and talk to your neighbor first.

 

If an actual dispute exists, your next step should be to hire a surveyor to prepare a boundary survey or both properties — at a cost of several hundred dollars or more per lot — to draw up a new survey of the land. It’s not uncommon for deeds that are decades or more old to be less than accurate; a new survey will set the record straight for you both. Whether you pay for the survey or split the cost is an arrangement you have to make with your neighbor.

 

In some cases, the property lines will be so different from what you thought was yours, you and your neighbor may mutually agree upon where your property begins and his ends. With the help of a real estate lawyer, you can draw up and sign a new deeds which redistribute the property boundaries. This can be problematic, however, if the property is in a subdivision. Also, for those with a mortgage, it’s important that you get the mortgage holder’s approval before the new deed can become official.

 

As a last resort, if you feel confident that your property is being encroached upon, you can file a claim in court and ask a judge to decide the boundaries—but the more you involve the legal system, the more cost you will incur.

 

Whatever course you take, however, there are some important points to remember: Don’t remain quiet. If you let the construction go forward and you never speak to your neighbor about the discrepancy, then it’s likely that if you ever do want to fight the boundary lines, a court of law will assume you gave up rights to the land long ago. What’s more, if you go to sell your house, a title company may refuse to issue a title to the home because your neighbor’s structure is on your property

 

Additionally, if you and your neighbor do agree on new deeds, sign them and get them filed in your county’s land records office. A deed that isn’t signed and/or properly filed really isn’t worth the paper it’s written on.

February 13, 2014

CEF Meeting with Zoning Board - Chapelgate Presbyterian Church

CEF Meeting with Zoning Board - Chapeldate Presbyterian Church

2600 Marriottsville Rd., Marriottsville

3/5/14 at 7PM

 

February 1, 2014

There is No Such Thing as a "1099 Employee"

An independent contractor by definition is a person or can be another company even, who is hired to perform a job for another person or business. How, where, and when the job gets done is under the sole control of the contractor, not the hiring company. On the other hand an employee is a person hired by a company to perform a job function within a business and the hiring company controls how, when, and where the job is performed. There is no such thing as a “1099 employee.” The two are totally separate classifications under law and can’t be combined into one. Someone who does work for your company is either an independent contractor or an employee and cannot fall under both categories.

One of the major differences between independent contractors and employees are that independent contractors are responsible for paying their own taxes from their earnings. The hiring company is not responsible for withholding state and federal taxes, Social Security or Medicare taxes for a contractor or vendor. Employers are responsible for paying the income of their employees as well as withholding all taxes and offering healthcare benefits under law.

The IRS has a 20 point checklist to help businesses properly classify their workers as either independent contractors or employees. Here are the major points used to classify independent contractors:

  • Who has control? A worker is an employee if the person for whom he works has the right to direct and control him concerning when and where to do the work. The employer need not actually exercise control; it is sufficient that he has the right to do so.

  • Right to fire. An employee can be fired by an employer. An independent contractor cannot be fired so long as he or she produces a result that meets the specifications of the contract.

  • Training. An employee may be trained to perform services in a particular manner. However, independent contractors ordinarily use their own methods and receive no training from the employer.

  • Set hours of work. Workers for whom you set specific hours of work are more likely to be employees. Independent contractors, on the other hand, usually establish their own work hours.

Misclassifying an employee as an independent contractor can result in serious fines and penalties by the IRS. 1099 refers to the form companies issue to independent contractors for tax purposes. It’s very important you aren’t issuing a 1099 designation to someone who should be classified as an employee and receive W-2 forms instead, which documents how much money was withheld throughout the year for federal, state, Social Security and Medicare taxes. To help you determine the right classification for your workers, consult the complete IRS checklist. If you’re still unsure, it might be best to consult an accountant or a business attorney who specializes in small business and corporate laws.

October 1, 2013

Do Celebrities and Public Figures Need an Event Confidentiality Agreement?


In this age of smart phones with cameras, instagram, twitter, tumblr and the like, anyone who wishes to plan and hold a private event must take extraordinary actions in the planning stages, or settle for the fact that all activities at the event will end up as 140 character tweets or Instagram posts. Planning starts with the very first vendor, whether it is a venue, caterer or photographer. Many caterers and event planners "for the stars" already incorporate confidentiality provisions within their own contracts, but what about the vendors who do not? How will you ensure that those supposedly trusted business people do not intentionally or unintentionally disclose private details that you require remain confidential? How about the staff hired for the day of the event? Most importantly, what about the many guests who will attend, cell phones in hand, one finger constantly on the SEND button?
One could rely on the good faith of the staff and guests.  However, if you plan an event to be out of the public eye and rest your faith on good faith of others, you will be in for a mighty disappointment. People are people. Even the guests who are themselves public figures want to capture moments and be in the limelight.
So, what can be done?

You can engage a lawyer to draft a confidentiality agreement specific to your event and circumstances that all guests and vendors will sign. You will then need to figure out how and when each attendee will sign such an agreement, and whether use of electronics will be restricted or banned altogether. You will need to make sure each person does sign such an agreement and that all attendees are accounted for. The lawyer will need to work with security staff hired for the event and, most importantly, the lawyer must maintain controls over his or her law office files so that the law firm’s own employees do not inadvertently come across confidential information.
Call us to discuss what we can do to help ensure that your event remains confidential. We have worked with security staff and executive assistants and drafted agreements both for the planning stage and on the day of an event. Our small office and use of electronic communications lessen the risk that any client information gets into the wrong hands. We will go the extra mile to help you feel confident that you are doing all that you can to make the day special. We are Maryland lawyers but we will find and work with local counsel if your event is outside of Maryland.

 

July 19, 2013

When Employees Work From Home, They Bring Your Company’s Employment Law... http://t.co/tATnw1sSP7 | by @FoleyandLardner #HR -- Daily Law News (@Legal_Alerts)