May 9, 2016
The Connecticut Supreme Court just held that a spouse who receives by assignment the other spouse's interests in an LLC, may not get much after all. You can read the case here. Once upon a time when I handled domestic relations cases, I knew that one of the assets that might be equitably divided was a spouse's interests in a limited liability company. The value received is really the right to receive distributions of the LLC's profits, because the spouse is not automatically a member of the LLC. But what if the other LLC member doesn't make any distributions? What can the assignee-... Read more.
May 8, 2016
Listen up doctors! Physicians and physician practices who are currently negotiating employment agreements, partnership agreements or otherwise joining a practice need to be aware of a recent law passed by Connecticut's General Assembly. The law - which everyone expects Governor Molloy to sign - limits non-compete agreements for physicians to 15 miles in geographic scope and 1 year in duration. The bill, which you can read here, applies to covenants not to compete that are entered into, amended, extended, or renewed after July 1, 2016. Importantly, the new law will impact physician-... Read more.
April 10, 2016
By now, you've heard of Legalzoom. Bob Shapiro, one of O.J. Simpson's former attorneys, co-founded the business which provides an array of legal services to individuals and business owners. Legalzoom has had its share of press, even from Consumer Reports. It's funny how Shapiro touts Legalzoom's mantra that it "puts the law on your side." Well, the law certainly isnt't on "your side" when it comes to a Legalzoom user enforcing their legal rights against Legalzoom. A recent case involving Legalzoom provides a good opportunity to revisit arbitration agreements, which are found in all... Read more.
April 9, 2016
Whenever someone is referred to us because they are in a dispute with a member of their LLC or another shareholder of a corporation, the word dissolution must enter the discussion. But like a marital divorce, we know dissolution gets ugly, especially in closely-held businesses or family businesses, and never solves the underlying problems. We always try to find a way to avoid litigation but sometimes that is the client's only recourse and a lawsuit seeking dissolution of the company the only path. But if Connecticut adopts the new Limited Liability Company Act, LLC members may have... Read more.
April 9, 2016
Connecticut is closer to adopting the Uniform Limited Liability Act, and that's good news. You can follow the bill (HD 5259) here. Connecticut's current LLC act has not undergone significant change since 1993, and change is good. A limited liability company is the choice du jour for small businesses in Connecticut. In fact, there are 7 times more new LLCs in Connecticut than corporations. So it's a good thing Connecticut will likely be joining the 9 other states that have adopted the most recent version of the Uniform Law. There are many positive changes on the horizon for members... Read more.
March 19, 2016
Businesses now have a good case to support recovery of attorney's fees just for scrambling to court to keep a former employee from violating a non-competition or non-solicitation agreement, even if the company has suffered no other harm. You can catch up on non-competition agreements by reading this.
A case I blogged about in the past, here and here, serves as a wakeup call to executives and professionals who have agreed to not compete with their former employers, or agreed to not solicit their former employer's customers. The court ended up awarding punitive damages to the former... Read more.
February 26, 2016
Home improvement contractors can get a bad rap. And just like lawyers, its mostly undeserved. Contractors are regulated by the state Department of Consumer Protection and governed by the Home Improvement Act, a law that can cause them all sorts of troubles if they don't comply with it. In addition to requiring home improvement contractors to be registered with the State (you can verify a contractor's registration here), the law tells them that their contracts need to have specific language, such as start and completion dates and a homeowner's Notice of Cancellation Rights.
The... Read more.
February 25, 2016
Read the fine print. Everyone has heard that saying. I know it takes time, and who has time these days? Liquidated damages provisions are some of the fine print you should definitely be aware of in your business contracts, because they can come back to bite you. These clauses define in advance, at the time the parties enter into an agreement, the amount of damages one party has to pay the other party in the event of a breach of the contract. These are typical in service contracts, sales of goods contracts and construction contracts, I bet your business has signed many agreements... Read more.
February 23, 2016
This is my second blog concerning Sandy Hook. If you want to, read my first one here. This is the only blogging I've done when, as my fingers hit the keys, my stomach feels like a ton of lead. I try to come up with a catchy title (I love that Warren Zevon song), because I want people to read this, and visit my site, yadayadayada. But the title fits, doesn't it? I wish we could all just get outta here and act as if Sandy Hook never, ever happened. I read that each child had several bullets in their bodies. No wonder the gun makers are shouting "get me outta of this" to Judge Bellis in... Read more.
February 15, 2016
Employers and other defendants got a big win last week at the appellate court in Connecticut. In Palumbo v. Barbadimos (you can read the opinion here) the appellate court held that the defendant-employer had obtained a "vested right" to a trial before a judge once the plaintiff failed to claim a jury trial within the 10 day statutory time limit. Connecticut requires parties to file a jury claim within 10 days of the last pleading being filed to preserve the constitutional right to a jury trial. A party can file the claim sooner, but that wasn't the issue here. In fact, the issue was... Read more.