How to protect my new recipe from theft?

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I received this question:

I am interested in submitting a new recipe idea to some of the larger companies and would like to know how I can protect my interests in the process.

You have a couple of options. First copyright your recipes with the copyright office for $ 35 at copyright.gov. Second, you could submit a contract with your proposal that states if the company uses the recipe, they agree to compensate you for the use of your intellectual property. Of course, I wouldn’t send the recipe but the resulting food product (like a sample). This way your recipe is protected by trade secret. You should have a long conversation with an attorney to discuss your options. each protection vehicle you chose has pluses and negatives. The best choice for you depends on your goals and risk tolerance. I also recommend that you join an organization of other culinary artists, to learn how other people introduce their recipes to big companies while protecting their intellectual property.

 

Do you have a legal question about your business? Submit your questions here.

Can a waiver protect my business from liability when my patron’s get hurt?

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I received this question:

Is it possible to be completely protected from all liability?  Such as a ski resort asking patrons to sign a liability waiver?

 Yes, purchase an insurance policy.  Have a long conversation with a business insurance representative about your concerns. This rep should be able to pinpoint your risk, help you mitigate some risks, and craft a policy that covers the remaining risks.   Buy as much insurance as you can afford. 

 

A contractual waiver will not protect you from claims of negligence (which are accidents), in Pennsylvania.  So, the best methods to protect you from liability are an insurance claim and maintaining your business as a separate, and distinct entity from your personal assets.

 

I also recommend joining your industry’s association.  For example, you mentioned skiing.  Join the National Ski Areas Association.  The association will publish a suggested policy or model standard operating procedures.  Adopt those procedures are your business’ standard operating procedures.  For example, I found the Canada Ski Areas Association published in 2007, a list of best practices.

http://www.worksafebc.com/publications/health_and_safety/by_topic/assets/pdf/BestPracticesIndustryRecommendedSkiHills.pdf  If you follow the industry-recommended best practices, it will be hard to prove in court that you should have taken additional steps to prevent accidents.

 

Good luck.

Overpaying Philadelphia Property Taxes?

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The State Tax Equalization Board reduced that the 2012 common level tax rate for property in Philadelphia to 18.1% for the first time in decades. However, Philadelphia continues to use an assessment rate of 32%, which appears to violate Pennsylvania law. The Pennsylvania General County Assessment Law provides that there cannot be more than a 15% difference between the common assessment level rate and the county’s Established Predetermined Ratio . 72 P.S. § 5020-511(c).  The Philadelphia Tax Review Board yesterday agreed; it reduced a parking lot owner’s tax  bill by 44%. While Philadelphia intends to appeal the board’s decision to the Court of Common Pleas, more than 100 property owners have filed appeals of their 2012 tax assessment bill.  If you own property in Philadelphia, you may have been overpaying your property tax.   Call me for a free consultation at 215-242-5260 or email me at http://mckeeoffice.com/blog2/contact-us/

Our Business Bankruptcy Practice

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Our Bankruptcy Law group helps business clients, like you, analyze and proceed with Chapter 11 Reorganization filings. Our attorneys can guide you through all stages of the bankruptcy procedures, from settlement negotiations through bankruptcy discharge. We have developed a fixed-fee Business Bankruptcy Program to assist business with bankruptcy proceedings. Click here to learn more about the Business Bankruptcy Program. 

McKee Law Office is unique because we are a fixed-fee law firm. Prior to beginning any proceedings, we will provide you with a written preliminary litigation plan and an estimated budget. As a client of McKee Law Office, you are in control of your bankruptcy. In determining the best bankruptcy plan, we will analyze the bankruptcy’s impact upon your bottom line, your public relations, and your overall business goals. We are skilled at diplomacy and understand that though you are in dispute, your creditor may be a valuable client, employee, or vendor. Our goal is enable your business to remain operational throughout the bankruptcy proceedings. Call us today to schedule your free consultation to discuss your options.

Our Contract Drafting Service

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Our Contracts group can help you negotiate and draft your contracts with your customers, landlord, vendors, and employees. A properly drafted contract can help steer you clear of future litigation. For example, while most leases are written to the landlord’s benefit, leases are negotiable. We can negotiate to include provisions that benefit you, called “tenant’s addendum”.
 
We can also protect your interests if you enter a partnership with someone.  Employee, salaries, profit/loss distributions are all areas that could lead to disagreement and dissolution of the partnership. We can negotiate and draft a written agreement detailing each person’s responsibilities to help avoid these future conflicts.
 
 Please contact us today to discuss your many options. 

Our Dispute Resolution Services

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Our Dispute Resolution group helps business clients, like you, resolve your business disputes, including debt negotiation and reduction. Our attorneys can guide you through all stages of dispute resolution, from negotiations through settlement.
McKee Law Office is unique because we are a fixed-fee law firm. Prior to beginning the negotiation, we will provide you with a written preliminary negotiation plan and an estimated budget. As a client of McKee Law Office, you are in control of your dispute.

In determining the best negotiation plan, we will analyze the dispute’s impact upon your bottom line, your public relations, and your overall business goals. We are skilled at diplomacy and understand that though you are in dispute, your adversary may be a valuable client, employee, or vendor. We adhere to Theodore Roosevelt’s advice, “speak softly but carry a big stick”. This wisdom has guided us to successfully settle every debt in which we have provided counsel, either as the plaintiff or defendant.

Call us today to schedule your free consultation to discuss your options.

Our Employment Law Services

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Our Employment Law group helps business clients, like you, navigate the maze of federal and state employment regulations. As an employer, you are responsible for complying with Wage and Hour regulations issued by the Federal Department of Labor. Under the Federal PATRIOT Act, you are also required to comply with regulations issued by the Department of Citizenship and Immigration and Department of Homeland Security. In addition, you must comply with the State’s unemployment and worker’s compensation regulations. The consequence of failing to comply exposes your business to monetary penalties and you, as the business owners, to incarceration.

In addition to government intervention, you are responsible for enforcing the Federal Civil Rights Act which prohibits discrimination based on race, gender, age, nationality, and disability. An employer action that violates this law exposes your business to a discrimination lawsuit. Our attorneys can help your business enforce and comply with the laws, along with defending your business if you are accused of violating the regulations.

Even if you employ independent contractors, your business is not immune to these regulations. The law permits state and federal agencies to challenge whether your independent contractor qualifies as an independent contractor or employee. McKee Law Office can draft independent contractor agreements that will survive most agency challenges and we can defend your business in an agency proceeding to disqualify an independent contractor.

Being an employer has its advantages. You can receive grants and tax credits for workforce re-entry, training, education, promotion. Our attorneys can help you stay aware of qualifying grants and tax credits.

Call us today to schedule your free consultation.

Our Entity Selection and Business Formation Services

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Our Entity Selection group helps business clients, like you, select the best structure for your new business entity and venture. After a thorough understanding of your needs and business goals, we will conduct a comprehensive analysis to determine the best vehicle to protect your assets, along with drafting and executing the documents to effectuate the business entity’s creation.
 
Pennsylvania recognizes several structures as legal entities—solo proprietorships; general partnerships; limited partnerships; limited liability partnership; limited liability companies; business trusts; unincorporated associations; profit corporations; nonprofit corporations; and cooperative corporations.
 
 The best choice of your business venture involves a combined analysis of your risk-tolerance; the ventures’ exposure to liability; tax and revenue planning; the ventures’ purpose; and the ventures’ estimated expiration. Our attorneys can help you choose the best vehicle for your business’ circumstances.  Read about our emerging business program, which includes our entity selection service.
 
 Call today to schedule your free consultation.

Our General Counsel Services

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Every business needs an on-going relationship with an attorney. Our attorneys can prevent problems such as protecting your personal assets from business lawsuits, protecting the business from fines and fees for violations, protecting your brand from competition, and protecting your bottom-line from dead-beat clients and vendors.

In addition, our business attorneys are different than other business attorneys—we also have over 10 years experience operating a business. Our advice combines our legal expertise with our business know-how. The result is creative solutions to your legal questions that protect your business while helping your grow your business.

One example of our creativeness is the development of our General Counsel programs. For a fixed-fee, you’ll be able to call us when you have a question about legal aspects of your business such as:

  • Equipment leases
  • Joint ventures
  • Bankruptcy
  • Contracts
  • Incorporation
  • Tax planning and debt negotiation
  • Intellectual property
  • Partnership
  • Landlord/tenant issues
  • Hiring/terminating employees
  • City zoning
  • Vendor problems
  • Bad check recovery
  • Customer complaints
  • Workers’ Compensation
  • Creditor harassment and debt negotiation
  • Website Disclaimer language

Emerging Business Program:

McKee Law Office created the Emerging Business Program in 2005 to assist clients in establishing their new ventures on a solid legal footing without having to constantly worry about legal fees. Click here to learn what is covered under this program.

Continuing Corporate Maintenance Program:

We established this service to provide business compliance solutions to private companies. Failing to file annual corporate reports exposes your personal assets to business lawsuits. Click here to learn what is covered under this program.

Estate Planning and Business Succession Program:

McKee Law Office established this service in response to a client’s unfortunate situation. If you own a company, failing to create a succession and estate plan exposes your family and business to unnecessary taxes and government intrusion. Click here to learn what is covered under this program.

Strategic General Counsel Program:

We created the Strategic Counsel Program in 2006 to assist growing businesses minimize their new legal exposure without the constant worry about legal fees. We will help you aggressively grow your business while providing the resources of a full-service law firm and the unique ability to predict your legal fees. Click here to learn what is covered under this program.

Our Intellectual Property Law Practice

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Our Intellectual Property group helps business clients, like you, develop and protect your intellectual property. After a thorough understanding of your needs and business goals, we conduct a comprehensive analysis to determine the best vehicle to protect your intellectual assets, along with completing the registration, assignment, or licensing of those assets. In addition, we assist clients enforce and protect those assets from theft and infringement.
 
We can also protect your company’s intellectual property by negotiating non-competing and confidentiality agreements with your employeesand vendors. Within the United States, the law recognizes four forms of intellectual property: copyrights, patents, trademarks, and trade secrets. Each vehicle offers a different level of protection along with varying risks. Selecting the optimal vehicle for your business involves an analysis of your long-term goals, budgets, and risks.

Please contact us today to discuss your many options.

　

Our Business Litigation Services

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Our Litigation Law group helps business clients, like you, pursue and defend your business in a business dispute. Our Litigation group can guide you through all stages of the litigation, from settlement negotiations through judgment collection. McKee Law Office is unique because we are a fixed-fee law firm. Prior to beginning any litigation, we will provide you with a written preliminary litigation plan and an estimated budget. As a client of McKee Law Office, you are in control of your law suit.

Call us today to schedule your free consultation to discuss your options.

　

　

 

Our Real Estate Practice

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Our Real Estate Law group helps business clients with a variety of issues ranging from real estate develop to ownership issues. Our practice group has handled the following issues on our clients’ behalf:
  • Joint ownership creation
  • Joint ownership partitions and disputes
  • Real estate investment purchases and sales
  • Developers and builders
  • Green Building compliance and environmental regulations
  • Mechanic Liens and waivers
  • Zoning permits and licenses
  • Negotiation with neighborhood associations for zoning variances
  • Quiet Title litigations including tangled titles, and estate, probate, and intestate problems
  • Liens and Title issues including removing and resolving title problems
  • Local tax liens and debt negotiations
  • Commercial leases on behalf of tenants and Landlords
  • Real Estate tax law in Pennsylvania and Philadelphia

 

Our goal is enable your businesses to fully realize the appreciated value of your real estate assets. Our Real Estate Law group has, over the past 5 years developed deep knowledge in the area of Pennsylvania real estate law.

Call us today to schedule your free consultation to discuss your options.

Our Tax Law Services

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Our Tax Law Group helps business clients, like you, develop tax planning strategies. Our strategies help you to take full advantage of the legal tax shelters afforded by federal and state laws. For example, we can structure your partnership venture to shift your tax burden to the venture. We will work directly with your accountant to ensure that your business is not exposed to more than its fair share of taxes. For example, did you know that your legal fees are legitimate deductible business expenses?
 
In addition to tax planning, we also negotiate with federal, state, and local agencies to reduce your tax liabilities. Our Tax Law Group can also defend your business if you are sued by a government taxing agencies. And finally, if an agency has taken more property than it is entitled to under the law, we can also negotiate and pursue the agency to recover the overpayment.

Please contact us today for your free consultation to discuss your many options.

When does a tweet become a contract? the $1 million dollar reward

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An artist’s promises on Twitter to pay $1mm for returning his missing laptop. A stranger returns the laptop. Does the artist have to pay the stranger $1mm? In Pennsylvania, probably yes.

Artist Ryan Leslie lost his laptop while on tour in Germany. This is the tweet : “I’m absolutely continuing my Euro tour plus raised the reward for my intellectual property to $1mm. Click to watch: http://on.fb.me/bCBnrM””. Does this 160-character statement make a contract? Would a reasonable person read this tweet, and believe all she has to do is find the laptop and she will become a millionaire? Well, Armin Augstein has filed a lawsuit in New York claiming that Leslie’s tweet is a binding contract.

While New York law will determine the lawsuit’s outcome, let’s imagine what would happen if Augstein sued Leslie in Pennsylvania. The contract in dispute is called a unilateral contract; it means that Leslie made a promise and all that is requried to convert this promise into a contract is that the other party must merely act—or in this case—find the laptop. Ordinarily, a contract requries two parties to commuincate with each other. (this is called a bilateral contract). If this situation were a bilateral contract, Leslie would make an offer by tweet; someone would accept his offer by tweet, and a contract is born.

However, a unilateral contract is different. The person accepting the offer does not have to communicate his/her acceptance. The person accepts the contract by acting.1 The law will examine the tweet for “some language of commitment or some invitation to take further action without further communication.”2 The threshold question is: would a reasonable person read the tweet and understand that she would receive one million dollars if, without further communication with Leslie, she found the laptop. Without this language, the law may find this tweet was merely an advertisement or invitation to begin negotiations. So, in short, if Leslie were sued in Pennsylvania, he may lose a million dollars. My best advice to Leslie: settle early before your legal bill also reaches a million dollars.

There, of course, is a separate issue of whether Leslie is morally or ethically responsible for paying the promised million. I believe the answer is yes. I think Leslie is a sophisticated public figure, and New York Law School agrees with me. He understands the power of Twitter and the media. He is a Harvard-graduate at the age of 19 and a Grammy-award nominee. He should have known better. Thus, the court should hold him accountable for the promises he makes in public.

Sharmil McKee
sm@mckeeoffice.com
Business Attorney
Philadelphia, PA
———–
1. Bauer v. Pottsville Area Emergency Med. Serv., Inc., 758 A. 2d 1265 (Pa. Super. 2000).
2. Bourke v. Kazaras, 746 A.2d 642, 644 (Pa. Super. 2000).

Q: I bought a used car but the car doesn’t work. What can I do?

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I bought a used car from a dealership.  I negotiated over the phone, but did not inspect the car prior to purchasing it. I mailed the dealership a check. They delivered the car.  When the car arrived, it had more damage than the salesperson stated.  In addition, when I tried to start the car, it did not work.  I contacted the dealership.  They want me to buy a newer car and pay $10,000 more than what I already paid.  What are my options?

 

This is my answer:

You have many options.  It appears to me that you have a breach of contract claim and possibly a violation of the Pennsylvania Unfair Trade Practice Act. You can try to contact the dealership’s consumer relations department or their general manager.  If that doesn’t work you can contact the Pennsylvania Attorney General. File a complaint online. If that is not successful, then contact an attorney.  A letter from your attorney may be sufficient to resolve the matter. If not, then prepare to sue them in court.  If you are successful in proving that the dealership violated the Unfair Trade Practices act, then you may be entitled to an additional amount equal to triple your damages. 

Good luck.

How to stop a sheriffs sale of home

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I received this question by email:

How do I stop a sheriff sale of my home?

This is my answer:

Go to court and file a Motion to Stay Sheriff Sale. Call the court’s clerk and she/he can help you file the necessary paperwork.  You want to file the motion as an emergency. Of course, the judge is going to ask you why do you want to stop the sale. You should have a good explanation about how you intend to pay the past-due mortgage payments.  You may want to contact the lender, and work out a loan modification.  You should also talk to a lawyer to determine whether bankruptcy is a good option for you. On the other hand, if you really can’t afford the mortgage, then you should consider selling the property.

Good luck.

 

 

 

Profession​al Women’s Org Invites All Women Entrepreneurs to Join Free

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Largest Professional Women’s Organization Continues To Expand; Seeks New Members

The National Association of Professional Women Is Inviting All Women Professionals and Entrepreneurs To Register FREE at www.BusinessWomen.org

Nationwide — The National Association of Professional Women (NAPW) is an exclusive network for professional women to interact, exchange ideas, educate, and empower. NAPW members enjoy a wealth of resources, benefits, and services dedicated to enhancing their lives and promoting their businesses and careers.

NAPW provides seminars, podcasts, webinars, keynote speakers, and educational tools, fostering critical skills that enable our members to achieve personal and career success.
Through their wide-reaching network, members discover new opportunities to connect, grow, learn, and inspire. We provide an exclusive online platform to showcase their businesses and gain exposure for professional endeavors.

The Philadelphia Parking Authority loses its Parking War with taxicabs.

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The PPA has a standard practice of immediately impounding taxicabs that solicit fares in Philadelphia without a Philadelphia medallion.  A taxicab has the option of purchasing a medallion license to operate from the state or the city.  Those taxicabs with only a state medallion risk impoundment if they hail passengers in Philadelphia.

 

So, the Germantown Cab and Rosemont Cab sued the PPA about this impoundment policy, claiming that the PPA is acting outside the statute’s authority.  The Commonwealth Court, last week, declared that the statute does not authorize the PPA to impound cabs. To be clear, the court did not declare open season for ‘hack cabs’ or cabs who do not have a state OR a city medallion.  But for those taxicabs with valid state medallions, the PPA may not impound the cab as a penalty for territory violations.

City loses its claim that Expedia.com owes $500,000 in taxes

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Philadelphia loses its 2-year battle to collect $500,000 in taxes from Expedia.com. The City sued the online hotel broker to collect almost a half a million in taxes from 2001 through 2005.  The City failed three times to convince the Tax Review Board, the Court of Common Pleas, and the Pennsylvania Commonwealth Court that Expedia.com is a “hotel operator” and thus subject to the Hotel Tax.  Last week, the Commonwealth Court affirmed the trial court’s decision. So, Expedia.com is off the hook; I guess the City will now try to convince City Council to change the tax code and expand the definition of “hotel operator” to include broker.  Mayor, good luck with that.

Legal Business Clinic ~ Feb. 14th

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The Welcoming Center for New Pennsylvanians is holding its monthly legal business clinic on February 14, 2012 between 3:00 pm and 5:30 pm.  The clinic will offer clients the opportunity to meet one-on-one with an attorney for 30 minutes at no cost to the client.  The clients can discuss a range of small business legal issues such as contracts, LLC formation, and trademarks.  I am very excited to be participating as a volunteer attorney at this clinic.  It will be held at 1617 John F. Kennedy Blvd., Suite 555, Philadelphia, PA 19103. Call to schedule an appointment at 215-557-2626. Hurry space is limited. I look forward to seeing you there.

They stopped paying so can I pick up my items now?

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This is the question:

I live in PA. and I have entered into a contract with another party. I retain ownership of a piece of equipment as it is in my name. The equipment is in physical possession of the other party in the contract. We have each signed a legal contract stating that the other party will pay stated amount of money by a certain date every month. However there was nothing put into the contract regarding what would happen if the party failed to pay either the amount agreed upon or the due date to be paid. My question is this, because the equipment is still in my name do I have the right to go and remove the said equipment because the othewr party has breached the contract.

This is my answer:

Unfortunately, no, you cannot enter someone else’s property and remove any property without his/her permission.  To recover the property, you need to file a lawsuit for breach of contact, and repossession of the property.  Because your contract does not specify what happens when one party fails to pay as promised, case law tells us what to do.  In this case, you are entitled to money damages equal to the entire contract or you can recover the equipment. If you contract allows you to recover attorney and court fees, you can add this figure to your damages. Once you have a judgment, then you must file a Writ of Execution to recover the equipment. Depending on your county, you will need to hire the Sheriff to visit the property to recover the equipment. I recommend talking to a lawyer before you act; otherwise you may be liable for trespass.