New York Alternative Dispute Resolution: New York Arbitration Basics

Many New York small businesses are turning to arbitration to solve disputes for a variety of reasons. Arbitration is an out-of-court proceeding where parties contract to have a third party neutral, called an arbitrator, hear evidence and then make a decision. Often, parties to a contract agree to arbitration when they sign an agreement, which outlines the location of the arbitration, number of arbitrators and apportionment of fees. Arbitration can be binding, which means that the parties are bound by arbitrator’s decision, or non-binding (sometimes called mediation), which means that either party may reject the arbitrator’s decision and go to court or binding arbitration. Arbitration can be voluntary, where the parties agree to arbitrate, or required by a contract or law. It is quite common for parties to a contract to agree to an arbitration clause for disputes arising out of and related to the subject matter of the contract.  Arbitration

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NY Franchising Red Flags

If you are thinking about entering into a franchise agreement in New York, please consider these New York Franchise Warning Signs.  All of the laws in New York that are intended to protect potential investors in franchises are not meant to act as a substitute for good business sense, so be aware of these common red flags, do your due diligence and hire a New York franchise lawyer to assist in the negotiation and evaluation of the franchise opportunity. Failure to Disclose Legally Necessary Details to Franchisees Under New York law, no offer or sale of a franchise can take place until the franchisor has registered franchise disclosure documents (FDD) with the state of New York.  Sometimes called a prospectus, the FDD contains 20+ different items of information about the franchise including the the history of the fanchisor, required fees and investment costs – among other things.If you do not receive

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New York Legislature Debate: Can Uber And Lyft Expand Throughout New York State?

New York state lawmakers are debating legislation that would give motorists insurance coverage to transport passengers booking trips on ridesharing companies around New York state. Uber and Lyft, both of whom have seen great success in New York City, have been lobbying Albany to expand their services into upstate New York.  However, New York lawmakers remain divided over how much these app-based ridesharing services should be required to pay in insurance costs.  Uber has opposed a bill emanating from the legislature, claiming that insurance costs would be too high. Uber wants to operate state-wide to allow it to purchase insurance so that communities who want it can start welcoming its services.  However, some lawmakers believes that the ridesharing companies need to work out rules of operations with cities and towns around the state. Unless a new agreement is reached before the end of this week, it would seem that these ridesharing

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Subjective Phrases In Your Contracts

When negotiating your contracts, normally, you should stay away from subjective phrases or you may be leaving yourself open to a court’s interpretation. Subjective phrases are those that are shaded by feelings, experiences and depend upon one’s individual point of view.  More often than not, they are loosely-defined words and phrases that may mean one thing to you, but something else to the other party. These phrases are like landmines in your contract, and must be avoided, if possible: Avoid phrases like “reasonable” or “best effort.” While attorneys may make a distinction between the two, courts have inconsistently applied the two, sometimes even merging the standards. While that would be alright if business goes smoothly, it could create protracted litigation if things turn bad. Avoid phrases like “material” and “substantial” unless you specifically define its meaning in your contract. Failure to define a term is an invitation for allowing a court

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Protect Your NY Company’s Confidential Information

Every NY business keeps confidential information that it must protect from three common occurrences in the course of operations: Accidental Disclosure The most common way a NY business will lose protection of confidential information is through accidental disclosure. This is most likely because NY businesses fail to outline to employees, independent contractors, consultants and service providers what information must remain confidential. Failure to Create Confidentiality Agreements & Non-Compete Agreements Sometimes, a NY business may identify the confidential information that it will need to offer to an employee, independent contractor, consultant or service provider, but not take any additional steps to preserve that confidentiality. If and when that confidentiality is breached, the NY business is left with little to no legal recourse, in most cases, until the business has a confidentiality agreement. Theft by Ex-Employees Some employees who leave a NY business may be tempted to make a copy of confidential

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Collecting Unpaid Invoices in New York: New York Collection Law Basics

Forbes has a great article on best invoicing practices.  The Forbes article noted, in part, that: “First, standardize your business practices. Draw up a contract for every job, every client, every time. A contract should include a description of the work, payment information, and payment schedule. This will also help clients feel comfortable that you will uphold your end of the deal, as “deadbeating” can go both ways. Decide how to accept payment– many professionals suggest taking a down-payment (up to 50%) before the start of any project, and collecting the balance upon completion, before turning over any goods or services to your client. Take action! Bill your clients on time and address non-payment immediately. Send a late payment notice notifying them of the date you will follow up with legal action. Within your area’s statutory limits, pursue non-payment in small claims court, or work with a collection agency or

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IP Infringement vs. Fair Use? Protecting Federal Trademarks in New York State

Seems like a lot of high-profile trademark issues are happening all over New York. A recent federal matter outlines the basics of federal trademark litigation and the arguments a New York business may use to attempt to enforce a trademark against a violator of your trademark. A federal judge in New York State recently ruled that The Car-Freshner Corporation – which makes the pine tree-shaped air fresheners that hang in millions of vehicles across the country –  has demonstrated that it may lay claim to the tree-shaped symbol through its various federal trademark registrations and more than 60 years. Car-Freshner claims that Sun Cedar, a non-profit business based out of Kansas, violated the Lanham Act and New York Law by making and marketing a car air-freshener in the same tree-shape and using a virtually identical symbol that Car-Freshner has registered as its trademark as early as 1961. It further argued

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