Termination of New York Commercial Leases based on Violation of New York Law

New York landlords, often, have it tough in New York.  A recent NY court holding leads credence to the understanding that even a single violation of a New York law related to the illegal use of a New York leased property can lead to the the ability of the NY landlord to immediately void the NY lease. New York Real Property Law Eviction for Illegal Use of Property New York Real Property Law Sec. 231(1) allows for a NY landlord to immediately evict a NY tenant for using the leased property, in New York, for the illegal trade, manufacture, or other illegal use.  We suggest, also, having a clause in your New York commercial lease agreement noting that you have the right to evict in order to provide additional credence to this landlord option and, also, to give specific notice to the tenant of this right of the landlord. Application of

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Finding an Efficient New York Business Lawyer for your NY Business

We here at IPG obtain numerous emails and calls from potential clients in search of a New York business lawyer to act as part-time general counsel.  The majority of these intakes come from referrals from present clients, referrals from other lawyers and some trickle in via this New York Law Blog and the Korean Law Blog. From our contacts, we believe that many smaller businesses in New York are having serious difficulties in finding attorneys in New York that are NY business savvy, have the ability to efficiently work for the client and/or have an inability to handle the specific issues the client is dealing with. This dismal situation seems to stem, primarily, from the high cost of top-notch legal services in NY and the lack of many top-notch New York lawyers working in the startup and growing business space.  This reality is, only, partially true.  Many great lawyers work

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Franchises Available to Entrepreneurs in New York

If you are serious about investing in a franchised business it best to consider the three basic type of New York franchises, typical, in the New York market. The following are the major types of New York Franchises. Business Format Franchises: In business format franchises, a company expands by supplying independent business owners with an established business, including its name, products, rules and trademarks.  The franchisor, generally, assists the independent owners in launching and running their businesses.  In return, the business owners pay fees and royalties to the franchisor.  In most cases, the franchisee also buys its business supplies from the franchiser or from approved vendors.  Fast food restaurants are good examples of this type of franchise. Product Franchises: Also called a “trade name franchise.”  Product franchises involve the sale and/ or manufacture of products.  The business model covers the overall management of the sale of these products.  A franchisor supplies

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Draft A Clear Statement of Work in New York

When hiring a business or individual in connection with a project, it is important that all parties create and agree to a clear and precise Statement of Work. A Statement of Work (SOW) is a formal document entered into by parties involved in a project that specifies in clear understandable terms the work to be completed.  A SOW should captures and defines the specific work to be performed for a client, deliverables, and a timeline that a vendor or contractor must execute – at a bare minimum. A SOW needs to contain the material terms of what needs to be done in as definitive and precise of a manner as possible. Generally, these are the three major types of SOWs: Design Based SOW – This type of SOW tells the supplier how to do the work. The statement of work defines buyer requirements that control the processes of the supplier.

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New York Age Discrimination Protection Basics

As part of our ongoing series of posts intended to familiarize you with New York and Federal laws you must follow if you are running a business in New York, it is important to understand the way the New York law protects employees from age discrimination. Age discrimination is, in short, when an employer makes employment or management decisions based on an employee’s age and not on his or her job performance, skills or qualifications. Employees are protected via multiple layers of laws and administrative bodies.  Employees may be able to file an age discrimination suit at the U.S. federal, New York State and New York City level. Scope of New York Discrimination Claims New York age discrimination causes of action are not limited to hiring and firing. Claims for age discrimination can be based on age bias within the workplace (like passing over employees for promotion); failure to provide

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Winding Up Your New York Business: Essential Steps to Business Closure in New York

If you are looking to close your New York business, these are some of the many essential steps you should take.  In most cases you shall require a New York Bankruptcy lawyers to assist in the windup process: Vote to Close the New York Business No matter what form your NY business has taken, you must get all owners’ approval to close the business.  In some forms, it is easier to do than others.  For example, if your New York business is a sole proprietorship, you simply make the decision on your own.  If it is a New York limited liability company or partnership, you and your partners must agree to dissolve the business based upon the rules set out in your organizing documents and the laws of the State of New York. Dissolve your Business with the New York Government If your New York business filed documents with any

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Frustration of Purpose as a Tool to Avoid Contracts in New York: The BREXIT Fallout

We have clients that are supplying products to UK companies and UK companies that are being supplied products by U.S. companies. With the surprising outcome of the Brexit vote, the purpose of these agreements are now frustrated because, often, these products are used in finished products assembled in EU nations. This situation often arises in complex products. For example, a U.S. business has a piece of technology that is integrated into a British component. The British component is then further integrated into a finished product manufactured in Germany. The situation is not as rare as you think. We suggest an immediate review of your contracts. With the potential for UK companies to have decreases in sales, a fixed supply contact may be invalidated based on the Frustration of Purpose principle. Obviously, the opposite may also be true. A UK company may be unable to provide products (Impossibility Principle) or provide

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Negotiating New York Royalty Agreements

When negotiating the use of your intellectual property, patent or process in exchange for royalties, these three basic tips are key when commencing negotiating New York royalty agreements and royalty agreements throughout most of the world. This week, we discussed some lessons learned from the recent news that the famed Broadway troupe Blue Man Group was sued over a dispute over royalties brought by a composer as an example of how not to handle setting up a royalty agreement. Here, we’ll discuss factors to keep in mind while negotiating a royalty agreements so you can (hopefully) avoid issues. Words Matter – as do Nuanced Agreements Definitions, requirements and terms do not always mean what you think they mean. That is why you should include a section defining material terms in your agreement. These definitions can be crucial, and must be discussed with your attorneys so that the final document is clear and

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Obtaining A New York Liquor License

Qualifying for a liquor license in New York State may seem straightforward, but will get complicated if you do not know the basics. The application process starts with choosing your business’s location in New York, because it can impact your license application.  A New York business selling alcoholic beverages must be 200 feet from schools and religious buildings. Generally, you must also consider that a license for on-premises liquor consumption may be granted for any premise within 500 feet of three or more existing premises licensed and operating with an on-premises liquor license. This rule can be waived by the New York State Liquor Authority if it determines that the license would be “in the public interest” after consulting with the local Community Board and holding a public hearing commonly referred to as “The 500-Foot Hearing.” Additionally, only qualified persons can obtain a New York State liquor license.  The personal

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Registering Your New York Nonprofit For Fundraising Purpopses

If your New York nonprofit is fundraising in New York, then you may likely need to register with the New York Attorney General’s office. Before soliciting contributions from individuals, foundations, corporations or government agencies within New York, a New York nonprofit must register with the NY Attorney General’s General Charities Bureau, unless it falls within one of the many exceptions: Exceptions to the New York Nonprofit Filing Requirements Religious organizations or other organizations with a religious purpose (i.e., a religious school); Educational institutions that solicit contributions only from alumni, the student body, faculty, trustees and their families, and other educational organizations that report to or are chartered by the Board of Regents of the State University of New York are exempt; PTAs (Parent-Teacher Associations); Fraternal, patriotic, social or alumni membership organizations that limit their solicitations to its membership; Law enforcement support groups, veterans organizations, and volunteer firefighter/volunteer ambulance service organizations; Any

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Terminating A Franchise Agreement In New York: NY Franchise Law Basics

The termination or cancellation of a New York franchise relationship requires planning, a thorough understanding of your particular New York franchise agreement and procedural formalities.  Typically, it is advisable to consult with your franchise lawyer. New York Franchise Terminations (Franchisee Considerations) For example, preparation should begin before signing a franchise agreement by a New York franchisee.  Before signing, a would-be franchisee should consider the written terms outlining the right to terminate the franchise agreement.  Other clauses, of course, should be reviewed.  This post, only, addresses one issue of many that a franchisee should consider. Typically, a franchisor shall lay out several conditions it would consider to be breaches of the franchise agreement that trigger termination.  These conditions will not afford an opportunity for either party to cure or correct the specific condition.  These incurable breaches are, typically, material breaches of franchise agreement and, often, New York law.  In some cases, a

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NY Legal Protection For Employees With Disabilities In New York

As part of our ongoing series of postings bringing awareness to certain laws every New York business owner must know, we bring your attention to laws that protect employees with disabilities. (For other stories in this series, you can read our posts about best practices to avoid age discrimination and New York’s new laws involving family and medical leave.) The Americans with Disabilities Act requires employers in many cases to provide a “reasonable accommodation” to employees with disabilities.  The law, as amended by the ADA Amendments Act, protects employees from job discrimination based on: Physical or mental disability; Recorded history of disability or impairment; or A substantial impairment that limits a major life activity (defined in the law as hearing, seeing, speaking, walking, breathing and many other manual tasks – broadly defined). Having a disability covers only half of the standard.  Employees making a discrimination claim based upon ADA must also

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Starting a New York Restaurant? New York Restaurant Law

Starting a restaurant in New York involves significant consideration of New York state and local health and safety regulations.  Because restaurants and eateries are all about serving food, New York subjects restaurants to significant regulations regarding food health and safety. The New York State Department of Health has many regulations for food service establishments, including coverage of: employee cleanliness issues; employee hand washing and food handling; employee health issues, such as prohibition from working if they have certain illnesses; washing of fruits and vegetables; reheating and thawing food; cleaning and sanitizing utensils; and garbage storage and disposal. The NYS Department of Health has a guide and other resources that can help you ensure you are meeting regulatory requirements. In addition, if your restaurant is in New York City, there are additional handbooks containing local guidelines that you must follow, including how to obtain a New York City Food Handler’s License.  New

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Liability of New York Shareholders for Unpaid Debt of a New York Company

If you reside in New York or wish to run a business in New York , it may be convenient to incorporate a business in New York. But before you do so, you should know a major disadvantage of incorporating a business in New York. Business owners tend to desire the protection that incorporation gives to its shareholders’ personal assets. But you should know of a significant exception to that rule in New York. Under N.Y. Business Corporation Law § 630, the ten largest shareholders in any non-public company can be held liable for wage claims made by corporate employees. This includes salaries, overtime, vacation, holiday, severance pay and a whole host of other types of pay. To compound matters, liability under this law is “joint and several,” meaning that a claimant can enforce a judgment against just one of the ten largest shareholders, who would then have to seek

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Franchisors Filing of NYS Tax Documents

With the new year fast approaching, franchisors in New York should begin focusing on updating their franchise disclosure documents, renewing their franchise registrations and preparing their New York state tax filing documents. Tax Filing Obligations of Franchisors in New York New York reporting requirement applies where the franchisor-franchisee relationship falls within the broad franchise definition under the New York franchise statute. The statute was created so that New York tax authorities can verify state tax filings submitted by New York franchisees so that the franchisor’s filing matches what the franchisee disclosed. Franchisors in New York that have at least one franchisee doing business in New York are required to register as a sales tax vendor and must file information returns with the New York State Department of Taxation and Finance. The reporting period is from March 1 to February 28 of the subsequent year – in most cases. The returns

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Factors to Consider When Forming a Corporation in New York

New York businesses are not bound to incorporate within the state to operate within New York State. In fact, start-up businesses in New York should consider incorporating outside of New York based on several factors for consideration. Some choose to keep things simple by incorporating or forming an LLC in New York, while others opt for more “business friendly” states and incorporate in Delaware, Nevada or Wyoming. In some cases, even if you wish to establish a business in New York, it is advisable to form a company outside New York and enter New York as a foreign business – one of the many reasons is the New York may impose liability on company shareholders.  Here are some of the more important factors to consider when choosing a state for incorporation: Setup & Recurring Fees While a minor consideration in the grand scheme of establishing and operating a business, you

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Foreign Nationals Can Work for Their Businesses in New York

If you are a foreign national living in New York, it is not impossible for you to start a business. Starting a business, in New York, does not, in most case, even require residing in New York or even having the legal ability to reside in New York. If you are looking to start a business in New York as a foreign national or resident alien, it may be advisable, however, to be aware of the immigration requirements before you get started, since you may wish to live, work and reside in New York in order to conduct your business. According to the U.S. Small Business Administration, aside from U.S. citizens or naturalized citizens, if you are an individual with the following immigration status, then you can work for your business in New York: Green Card Holders – Also known as “permanent residents,” green card holders can work, live and study

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New York Non-Compete & Confidentiality Agreements

Business in New York can be highly competitive, and relies, in part, upon a business’s ability to protect valuable information disclosed to current and past employees. Many NY companies feel that implementing non-compete agreements and other contractual obligations will encourage employee retention overall and protect information should an employee leave. It is important for New York businesses to understand, however, that there are restrictions to when and how non-compete agreements can be enforced. Traditionally, non-compete agreements in New York are used in companies and industries involving sensitive proprietary information and/or trade secrets. Non-compete agreements are commonly found across many industries regardless of size or products or services offered. They can take many forms depending on the information to be protected, including confidentiality agreements (prohibiting use or revealing information) and non-solicitation agreements (prohibiting approaching customers, poaching employees or contacting vendors). New York Courts consider the enforcement of a specific non-compete agreement

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Reasons for a New York Landlord to Hire an Real Estate Attorney

If you are a New York landlord that owns or manages one or a few rental properties, then you are unlikely to have a New York lawyer on retainer. To save costs and avoid frustration, landlords should recognize that when these five situations arise, it is time to hire a real estate attorney in New York.  We see too many issues and the issues, normally, fall into one of the following: Evicting a Tenant in NY In New York, an eviction lawsuit is a summary proceeding that takes much less time than other New York civil matters.  But, in exchange for the expedited treatment of cases, landlords must follow detailed court rules to the letter. These rules range from serving proper and timely notice on the tenant to filing the right papers in court with the appropriate legal arguments.  Additionally, landlords should know at the outset that New York Landlord-Tenant

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Supreme Court Extends RICO Law To Cover Acts By Domestic Organizations Overseas

The Supreme Court determined in RJR Nabisco v. European Community that the Racketeer Influenced and Corrupt Organizations Act (RICO) — a statute created to fight organized crime across the country, can be applied to prosecute criminal acts outside of the United States and, in some cases, even create a private right of action. Enacted in 1970, RICO is the federal racketeering statute that makes controlling certain “enterprises,” such as a corporation or other less formal association of persons or other entities a crime when one can prove a specific pattern of criminal behavior. RICO has been the centerpiece of the government’s efforts to combat organized crime, labor unions and other conspiratorial entities. It is also used to prosecute all manner of entities, including corporations, engaged in various forms of criminal conduct. RICO also includes a private right of action where parties injured in person or property by actions resulting in violations can

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