Law Office of Frederic R. Abramson

What You Need to Know About Registering your Business Name in New York

Fred Abramson — Sun, 14 Feb 2010 16:54:47 +0000

Sole proprietorships, such as computer consultants using a name other than the owner’s name should file a Business Certificate with the County Clerk’s Office in the county where the business is located.

General partnerships, which are operating a business under an assumed name should file a Business Certificate for Partners with the County Clerk’s Office in the county where the business is located.

Corporations, LLCs, LLPs, and limited partnerships register an assume name as part of their required business filings with the New York Department of State.

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New York Independent Contractor and Consulting Agreements

Fred Abramson — Mon, 02 Nov 2009 16:07:43 +0000

As an independant contractor, there is no employer-employee relationship with the person or company that you are doing business with. The indepedent contract is a consultant who performs specific duties that the consultant is capable of performing.

At the start of the relationship, it is absolutely vital to have an independent contract agreement (also known as a consulting agreement) drafted to protect both parties. The consequences of failing to establish a consultant as an indpendent contractor can have dire tax consequences.

In your indepedent contractor agreement, it is important to establish that the consultant performing the services is is not under the control of the employer. In addition, the employer may not directly supervise the consultant.

When it comes time to draft an independent contractor agreement, you should focus on the fee for services rendered and provide a complete description of the services that are to be provided.

Sample Multimedia Agreements Looking for the right multimedia agreement for your business. Here is...

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Why You Need to be Clear About The Subject Matter When Drafting Contracts

Fred Abramson — Tue, 27 Oct 2009 17:26:27 +0000

One of the most basic parts of a contract is describing its subject matter. The subject matter is the part of the contract where you, the client, has the most imput. Generally, the subject describes the services that are to be perfomed, the goods that need to be sold, the property that needs to be assigned.

When describing the subject matter of your contract be aware of the following:

What are the basic facts of the contract? A well-drafted contract requires an awareness that words have implications. For example, during negotiations you may have agreed to purchased gold. When you receive the contract, the seller may have changed the subject to metals. This would have serious implications if the seller ships you silver instead of gold.
What do common terms really mean? A common term may change its meaning over time, so it is best to define it in the subject section of the contract.

Immigration Basics: Grounds for Exclusion The basis for exclusion and deportation are grouped into several...

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What to do if a Former Employee Solicits Customers?

Fred Abramson — Mon, 05 Oct 2009 21:23:50 +0000

Your star salesperson has decided to jump ship to a competitor. She has taken your customer list and has started soliciting for business. What can you do to stop her?

Under New York Contract Law, you may be able to obtain a permanent injunction against her where she would be prohibited from soliciting your clients.

A preliminary injunction can be granted in the early stages of a lawsuit. For example, a preliminary injunction may be appropriate to stop a former employee from doing business or soliciting any customers of the corporation who where customers of the company when she was employed by the company.

Generally the company needs to show that there was a written contract between the employer and employee and that the non-solicit clause was reasonable in terms of time and scope.

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How are goods delivered if someone else has possession of them?

Fred Abramson — Tue, 29 Sep 2009 21:19:50 +0000

It is not unusual where you may be purchasing goods that a third party has possession of, such as a warehouse or a bailee. In such an instance, you should be clear in the contract where the delivery should be made.

Under the UCC, which covers the sale of goods, if the contract is one for goods that are identifiable and are known by both parties to be in a location that is not in possession of either party, then delivery is where the goods are located. If you agree to purchase a car, and the car is located in warehouse owned by someone else, then the buyer has to pick up the car at the warehouse.

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Should You Litigate?

Fred Abramson — Fri, 25 Sep 2009 21:11:25 +0000

Just because you may have a claim to start a lawsuit does not mean you should. Litigation can be expensive. It is absolutely critical to assess the economics in starting a lawsuit before doing so.

During your initial consultation with an attorney, you have to consider the amount you are planning to sue for, what relief you expect to be granted, and the expense involved in obtaining a judgment. If you are being sued, you must weigh the cost of defending the lawsuit against the price of settling the case. Here are some factors you should look at:

Cost of Litigation. You know that litigation is expensive. A case can cost anywhere from $3,500.00 for a simple matter t0 hundreds of thousands of dollars for c0mplex litigation.
What are your resources? Does your adversary have deep pockets? Do you have enough money to fund your case to trial? If you don’t have the financial means, litigation is not for you.
What is your emotional makeup? I hate to say it, but litigation can take years. If you want to change the system, contact your local assembly person and ask for more court funding.

If you have the financial ability and you are able to delay gratification, control your emotions and think rationally, then you should litigate.

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Immigration Basics: Grounds for Exclusion

Fred Abramson — Thu, 24 Sep 2009 21:03:38 +0000

The basis for exclusion and deportation are grouped into several areas. Here are the ten grounds for exclusion:

Criminal basis;
Health issues;
Public charge;
Employment issues;
Security and Related Grounds;
Grounds based on illegal entry and immigration violations;
Improper documents;
You were subject to removal previously;
A ground based on ineligibility of the alien eventually to become a US citizen;
Miscellaneous grounds.

If you have one of the grounds for exclusion, you may be subject to removal. However, you may be able to receive a waiver and gain a green card. Feel free to contact my office on more information regarding your specific case.

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Why You Need to be Clear About The Subject Matter When Drafting Contracts One of the most basic parts of a contract is...

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New New York Power of Attorney Form

Fred Abramson — Mon, 21 Sep 2009 20:26:05 +0000

Commencing September 1, 2009, NY enacted new law with regards to power of attorneys. You can find the new forms here:
http://www.judicialtitle.com/forms.php

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Sample Multimedia Agreements

Fred Abramson — Thu, 17 Sep 2009 21:18:01 +0000

Looking for the right multimedia agreement for your business. Here is a list of some of the Agreements that my office can draft for you.

Copyright Assignment
Work for Hire Agreement
Moral Rights Waiver
Copyright Permission letters
Framing Agreement
Cease-and-Desist Letter for Trademarks
Nondisclosure Agreements
Submission Agreement
Mutual Non-Disclosure Agreement
Right of Publicity Agreement
Model Release
Employment Agreement
Employee Nondisclosure Agreement
Website Privacy Agreement
Consulting Agreement
New Employer Letters
Software Development and Publishing Agreements
Title Development and Publishing Agreements
Ghostwriter Agreements
Beta Site Test Agreement
Prototype License Agreement
Website Development Agreement
Online Publishing Agreement
International Distribution Agreement
Co-Branding Agreement
Website Terms of Use Agreement
Video Clip License Agreement
Music Video License Agreement
Music Sample Agreement
Software Acquisition Agreement
Software Licensing Agreements
Shrink-Wrap Licenses
Videogame Professional Services Agreements
Videogame Confidentiality Agreements.

New York Independent Contractor and Consulting Agreements As an independant contractor, there is no employer-employee relationship with the...

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What Can You Sue For? Basic Contract Damages

Fred Abramson — Tue, 08 Sep 2009 23:19:00 +0000

If you are suing for a breach of contract you are probably wondering what money can you collect. You could also be wondering if there is any other relief that you can obtain from the court. Listed below are the basics of what you can sue for in a breach of contract case:

Compensatory Damages.
Consequential Damages;
Liquidated Damages;
Injunctions and other Equitable Relief.

COMPENSATORY DAMAGES:

If you can prove your breach of contract claim, then the judge usually awards compensatory damages. The purpose of compensatory damages it make the plaintiff be in the same place as if the contract had been performed.

CONSEQUENTIAL DAMAGES:

If you can prove that the other party knew or could have foreseen when the agreement was made, you can recover consequential damages.

One common issue in a breach of contract case regarding consequential damages is whether you can recover for lost profits. The general rule is that you can only recover for lost profits if this issue was reasonably foreseeable when you signed the contract and the other party knew of your circumstances or if it is expressly written in the contract. For example, if you plan on opening a restaurant, and the party that you contracted with failed to install a stove, you may be able to recover consequential damages.

LIQUIDATED DAMAGES

When damages will be difficult to assess if a contract is breached, you can agree to a liquidated damages clause in your contract. A liquidated damages clause will state the amount of damages that will be paid if there is a breach.

INJUNCTIONS:

If monetary damages are insufficient, the judge has the power to order an injunction, attachment, specific performance and rescission.

For more reading:

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