Business and Tax Lawyer Blog

In a brief statement released by Winn-Dixie Stores, Inc., it confirmed having filed suit against Dolgencorp, the parent company of the Dollar General discount retail chain. Winn-Dixie alleges that Dollar General is willfully violating non-compete provisions built in to all of its commercial leases where a Winn-Dixie is located within a shopping center in which it is the anchor tenant. The non-compete provides Winn-Dixie the exclusive right to sell groceries within said shopping centers. The Jacksonville based grocer claims that Dollar General has been selling produce out of its stores that share commercial space with Winn-Dixie. Dollar General provided a response via email wherein it stated plans to vigorously defend these allegations.

To read more on this article, visit Winn-Dixie Sues Dollar General.

Continue reading "Winn-Dixie Files Suit Against Dollar General" »

Most people wouldn't think twice about signing a personal guarantee for their business. However, most financial advisers and business attorneys advise to only do so as a last resort. The reason being, you stand to lose a lot more than your business and any assets it may hold. You, as the guarantor, could lose personal assets such as your home.

Perhaps the most important factor to keep in mind is that the guarantee will only apply to you, not to your partners or managers. It means that you are pledging to make good on the loan. In some instances, you may be responsible for the loan even if your business is protected by limited liability laws. Therefore, when you sign a personal guarantee, you are acting as a cosigner on the loan. As such, creditors are legally entitled to come after you in the event the debtor, your business, defaults or misses a payment.

A lender may also seek to have your spouse sign the guarantee. This would put all marital assets at risk of seizure/liquidation by the creditor. However, most states allow for protection against such actions through various innocent spouse provisions.

Guaranteeing a loan for your business demonstrates a strong level of personal commitment to your business, which can provide the incentive to convince a bank to loan you the money. In some instances, however, you may not have a choice. The Small Business Administration (SBA) requires that any loan they provide must be personally guaranteed by every person with a 20 percent or larger ownership interest in the business.

Continue reading "Should I Personally Guarantee a Business Loan?" »

When deciding on whether or not to invest in a franchise, it is important to make a thorough evaluation of the franchise. The top three things to consider when evaluating a franchise are hidden costs, markets and marketing, and finances. The main mistake most people make when evaluating a franchise is to not considering all the costs associated with starting the franchise. Also, most forget to figure in the startup lag that may be from a few months to a year. When sitting down to evaluate a franchise, make sure to pay attention to the business plan for marketing costs and the breakdown of competition. Also, do not forget to take a look at the franchisor’s financial history. While it is important to know the future finances, it is also important to know the growth patterns and evaluate how the franchisor makes its money.

As the old saying goes, “knowledge is power.” Make sure to take the time and thoroughly evaluate a franchise before making a big investment.

Another matter to consider when starting a business, such as purchasing a franchise, is how you should set up your ownership structure. To read more on this article, visit How to Choose the Right Ownership Structure.

Continue reading "What are the Top 3 Tips for Evaluating a Franchise? " »

Stein Mart is a retail chain, headquartered in Jacksonville, Florida. The company recently posted a net income of almost $19 million for the fourth quarter, which ended on January 29, 2011. This is a significant jump in revenue given the company's fourth quarter net for last year totaled less than $3 million.

In 2009, the company began closing underpeforming stores, while in 2010 the retailer focused on opening stores in existing markets. Stein Mart's CEO, David Stovall, stated that they will focus on attracting new customers in 2011.

For more on this article, visit Stein Mart profit skyrockets for 4Q, 2010.

Continue reading "Stein Mart Posts Major 4th Quarter Profit" »

Former Attorney General, Bill McCollum, and his replacement, Pam Bondi, are suing the Environmental Protection Agency (EPA) in an attempt to stop the EPA from preempting a new environmental bill passed by the Florida legislature in 2009.

The state's Attorney General and Agriculture Commissioner seek to preserve the state's right of control of its own clean water programs. There is also a concern that if the EPA is successful in preempting the new Florida law, it will cost the State an estimated $1.3 billion, just in the Northeast Florida area, in order to abide by the new EPA clean water guidelines.

The EPA is concerned with the amount of pollution entering Florida waterways and wants to limit nutrient deposits in fear of its dangers to humans and animals. Many of the nutrients the EPA are concerned with are fertilizers and other toxins aimed at killing algae blooms. The State has been given 15 months to incorporate the new EPA guidelines.

To learn more about this article, visit Florida sues EPA over clean water rules.

Continue reading "Florida Sues EPA" »

A St. Augustine woman has been federally indicted for running a Ponzi scheme involving her investment company. Prosecutors allege over $100 million was involved in Lydia Cladek's scheme.

Cladek, president and sole sharholder of Lydia Cladek, Inc., reportedly accepted funds from investors and told them their investments would be invested in high end car notes. Cladek promised she would purchase the notes, handle them, and if the note was defaulted upon then repossess the vehicle and collect on any deficiencies. However, prosecutors allege she did not purchase every note she said she would purchase and used a majority of the investments she received to finance her personal lifestyle.

Cladek could face up to 20 years in prison and over $3 million in fines. The lesson to this story is be skeptical of who you invest money with. Ask to see financial documents and company records. Check out the company's business ratings with the Better Business Bureau (BBB). Check to see if they are an "active" company at sunbiz.org. Due diligence by potential investors provides the best defense against the type of activities alleged in this case.

To read more about this story visit $100M St. Augustine Ponzi scheme alleged.

Continue reading "St. Augustine Woman Indicted for Ponzi Scheme" »

Generally, an individual is immune from contract claims if the individual is a corporate officer or shareholder of a corporation and the contract was being made based on the individual's corporate status.

However, plaintiffs may have the opportunity to sue an individual for breach of contract and other types of claims in an individual capacity despite the individual acting within his or her corporate capacity. Florida recognizes "piercing the corporate veil" claims and will "pierce the veil" where the corporation or subsidiary is willfully designed to defraud or mislead creditors. In that instance an individual is alleged to be an "alter ego" of the corporation and thus personally liable for certain acts made by the corporation.

Also, courts may look to the amount of control a "related" entity may have over the entity being sued to determine whether they are actually "separate" entities.

If a court determines that a plaintiff has properly brought an action in "piercing the veil," then an individual officer or shareholder can be named in the complaint and could become personally liable. In addition, in certain circumstances, corporate officers can be found personally liable in tort actions (injury claims), even while acting within the scope of employment. Normal tort element requirments will apply and the individual may be unable to use the corporate shield to avoid liability. In order for a plaintiff to succeed on a tort claim, the plaintiff must show:

(1) The defendant owed a duty to the plaintiff
(2) The defendant breached that duty
(3) The defendant's breach was the actual or proximate cause for plaintiff's injury
(4) The plaintiff must have suffered damages.

All four elements must be present for a plaintiff to prevail on a tort claim.

Continue reading "Holding Corporate Officers and Shareholders Personally Liable" »

If your kids are growing up and reaching adulthood, they may need your signature to get approved for credit cards, lease agreements, and car loans. Before you co-sign for anyone for any reason, know what you are getting into.

If the primary accountholder defaults or is liable in any way on a contract or other debt instrument, the creditor can go after the co-signor personally as well. You should also understand that even co-signing for something will affect your credit rating whether the debt is delinquent or not.

According to the Federal Trade Commission, 3 out of 4 cosignors are asked to pay back debts for which they co-signed. Here are some tips to think about before co-signing a loan.

- If you are asked to co-sign for an apartment lease for which there will be other roomates, have the roomates parents co-sign as well.

- If you are asked to co-sign on a car loan, have your name included on the title. That way, if the payor on the loan defaults, you can sell the vehicle. (However, if your child has a "problem" driving history, this may not be a good option due to your potential liability in the event of your child's accident.)

- If you are asked to co-sign for a credit card, make sure the credit limits are low making you less exposed.

To learn more about this article, visit Should you cosign for your kid?.

Continue reading "Cosigning for your Kids? Know what you're getting into!" »

Triple Properties Inc., of Toronto, has filed a lawsuit against the Palace Entertainment Group and three other companies for unpaid rent, totaling approximately $750,000. Palace is a promotion company which planned to use the Silverdome as a venue for a concert back in June. However, the stage collapsed within the Silverdome and the concert was forced to cancel.

The issue in this case could boil down to what the terms of the contract or lease agreement dictate in the event the concert is cancelled. The reason for the cancellation is very important. Obviosuly, Triple Properties believes they are in compliance with the contract terms and that the collapse of the stage is Palace's problem. If this is the case, you can't blame Triple Properties for wanting to recover the unpaid rent. They may have passed on other paying opportunities to lease the property during that time period.

Most leasing agreements and contracts will address event cancellation because of "force majeure" circumstances, otherwise known as "acts of God." If a "force majeure" event is the reason for the cancellation or delay, in most situations, both parties will be put in the position as if the contract never existed.

The Silverdome was purchased in 2009 for just under $600,000 and used to be home to the Detroit Lions. To learn more about this, visit Silverdome Owners seek $750k in unpaid rent.

Continue reading "Detroit's Silverdome Owners File Lawsuit Seeking Unpaid Rent" »

The Florida Consumer Collection Practices Act (FCCPA) prohibits lenders from taking certain actions in trying to collect debts owed to them.

The Act is codified in statutes, § 559.55 to 559.785. Section § 559.72 lists actions that are prohibited and 559.77 provides the civil remedies available to those whose rights have been violated.

For example, 559.72(7) prohibits a lender from willfully making contact with the debtor or his family members to a point that a reasonable person would view that as abuse or harassment. Another example prohibits the practice of pretending to be a law enforcement agent or a representative of any other type of governmental agency.

To view the Act in its entirety, visit Florida Consumer Collection Practices Act.

Federal law also provides a remedy for those that have been wrongfully harassed by lenders trying to collect debts. The Fair Debt Collection Practices Act (FDCPA) can be found in 15 U.S.C. § 1692.

There are very few differences between the two Acts but a claim may be brought under both if the suit is filed in federal court. The FDPCA can be viewed in its entirety at The Fair Debt Collection Practices Act.

Continue reading "Prohibited Lender Practices " »

Many professionals who have been laid off in recent years have turned valuable skills honed by years inside a corporation into money-making opportunities for themselves by becoming independent contractors. Unfortunately, while many independent contractors rely on verbal agreements, often this leads to lost business and lost revenue. The bottom line - there should always be a written agreement as to the work and the pay.

Items that should be covered in any basic Independent Contractor agreement include:

• The services to be performed (clearly defined)
• Payment for those services and payment terms (fee or hourly rate and any penalties for late payment)
• Reimbursement for expenses (describe the reimbursable expenses, the rate of reimbursal and any necessary approvals)
• Length (or term) of agreement
• Agreement termination rights
• Resolution of disputes and conflicts (including attorney fees and costs, and the state's law you agree to operate under)
• Waivers of liability
• Treatment of confidential information and client lists
• Hold harmless clause
• Execution by all parties

Having a written agreement protects independent contractors in the event of nonpayment, a change in work requirements or a violation of the agreement in any other way. Written agreements also help to establish a person's independent contractor status with the IRS or other government entities, providing Department of Labor protection for both the business owner and the independent contractor.

Independent contractor agreements also offer broad legal protection for both the independent contractor and their client, and help each manage expectations.

If you are an independent contractor – or a business that hires independent contractors on a regular basis – and need assistance with crafting Independent Contract Agreements, contact Wood, Atter & Wolf, P.A., a Jacksonville, Florida business and tax law firm.

If you own a business that operates strictly in Florida, you need to be aware of and follow Florida Labor laws. Employee work hours can be a particular point of contention between business owners and workers; some of the highlights of the Florida statutes governing work hours include:

Application of Federal Law

The Federal Fair Labor Standards Act only applies to businesses that engage in interstate commerce. If an issue arises that is not covered by Florida state law, then the Federal Law would apply. Florida cannot give less protection in this area than is provided by Federal Law.

Overtime pay

Hourly employees are entitled to overtime pay for any time worked over forty hours in one week. As a general rule, the rate must be at least one and a half times the employee's regular pay rate. If a worker is subject to a collective bargaining agreement, the provisions of that bargaining agreement would apply. Federal law also provides special overtime rules for retail and service workers, hospital employees, and fire protection and law enforcement professionals.

Work day overtime

If you require more than ten hours of work in a day from an employee who was hired to do manual labor by the day, week, month or year, you are required to provide extra pay for the excess hours unless you have a written contract with the employee that states otherwise. This does not apply to hourly employees.

Employee contracts

In Florida, the courts have held that there are no contractual rights conferred by employee manuals or handbooks unless it is stated specifically. Employers should still, as a matter of caution, specifically recite that the manual or handbook does not provide contract rights to workers.

Failure to pay overtime

If a Florida employer fails to pay overtime, the affected employee may file a civil suit in federal court. There is a two year statute of limitations on such claims.

Find out more about Florida employment law at Florida Work Hours Laws.

If you live in North Florida and have an employment legal matter, please contact our Jacksonville, Florida law firm.

Among the various entries in the Oscars, one was particularly interesting in an intellectual property sense. From the Bentley birds in the sky to the AIM and Bic mascot pedestrians walking in the streets, Logorama consists almost entirely of trademarks and logos. The film won the Academy Award for Best Animated Short Film. A producer, referring to the number of logos, thanked the "3,000 non-official sponsors" used in the film during the acceptance speech.

Logorama begins with two Michelin Man police officers, whose lunches are interrupted by a dispatch to apprehend a fleeing criminal, Ronald McDonald. Intertwined are the stories of two Pringles mascots attempting to flirt with Esso Girl at a Pizza Hut as well as a field trip to the zoo with Big Boy and Haribo. Mr. Clean leads the zoo tour, where the MGM Lion is on display. Plots converge during a shootout at Pizza Hut between McDonald and police. Afterward the city is engulf by a giant X-Box logo and eventually ends with the camera zooming out on a world, then a galaxy, then a universe comprised of logos.

According to the creators, the film shows an "over-marketed world built only from logos" to stress that nearly everything in daily life is associated with a graphic of some sort. The piece also appears to be a social commentary depicting the absurdity of the overuse of trademarks and product placements on the big screen.

Logorama was written and directed by H5, a French animation studio and collective of directors founded in 1996. Specifically, the film was directed by Francois Alaux, Herve de Crecy, and Ludovic Houplain.

This recent Oscar is not the film's first accolade. Logorama has received awards in numerous international film festivals including the 2009 Stockholm International Film Festival (Sweden), the 2009 Vendome Film Festival (France), and Cannes in 2009.

Continue reading "Logorama: A Social Commentary" »

The battle for supermarket shoppers is highly competitive, and Winn-Dixie, a Jacksonville, Florida based grocery store chain is forging partnerships with other companies to stay a step ahead of the competition.

Winn-Dixie shoppers can now buy Blue Cross and Blue Shield insurance at the store along with pre-paid Visa cards. They can rent movies from redbox, and then take their Winn-Dixie rewards cards to Shell gas stations for a five cent per gallon discount for every fifty dollars they spend at the store. Some of the stores sell bus passes, and shoppers will soon be able to pay their JEA bills at the store as well. The store has also struck deals with the Jacksonville Jaguars and the New Orleans Saints to act as the official supermarket for the two NFL teams.

Of course, Winn-Dixie isn't the only grocery store to branch out this way, but they have been very active in pursuing partnerships over the last two years. The partnerships are mutually beneficial to the participating businesses as well as the consumers/customers; partners get access to Winn-Dixie shoppers, and Winn-Dixie gets a cut of their in-store sales, (along with the ability to attract more customers by offering enhanced services), and Winn-Dixie shoppers have a one-stop shopping opportunity.

Winn-Dixie's approach is to offer one stop shopping to their customers. The only drawback would be if a partner didn't do a good job – that could reflect poorly on them. Read more about Winn-Dixie partnerships at Cross-marketing can be 'win-win' for Winn-Dixie.

If you live in North Florida and have a business legal matter, please contact Wood, Atter & Wolf, P.A., Jacksonville, Florida attorneys.

The entry fee for a lifetime membership in the Freedom Boat Club Franchise is $5000. Unfortunately, Jacksonville, Florida residents who paid the membership fee may be out of luck. Last August, Freedom Franchise Sales terminated its contracts with two Jacksonville Florida Boat Club locations; one at Intracoastal Waterway and the other at Julington Creek.

Freedom Franchise then reopened the Julington Creek location under company-owned management. While members are welcome to continue using that location, many members who signed up for the Intracoastal location say that the Julington Creek location is less convenient and does not have the offshore fishing boats that the Intracoastal location offered. The franchise is not offering any refunds to disgruntled members.

As a general rule, consumers have little recourse to get membership fees refunded when a business closes its doors. The one exception to that general rule in Florida would be health clubs; Florida bans lifetime health club memberships, limiting them to three years. The club is also required to post a bond with the state that would be used to reimburse members if the club went out of business.

However, for other types of clubs, potential members need to review the membership contract very carefully before signing. Individuals should not hesitate to ask a club to add language that would allow them to get out of the contract and get their money back if a particular location closes. If written correctly, this added language could provide a contractual claim for reimbursement - confirming the specific amount to be returned to the member on club closure of a specific location and establishing a process to secure the repayment. Of course, if the entire business closes down, it may still be difficult or impossible to get your money back.

A spokesperson for Freedom Franchise Sales says that the company has made a good faith effort to provide boat services to Intracoastal location members. They are currently searching for a second location. Read more about the closing of a Jacksonville, Florida boat club at Left 'high and dry' after paying club fee.

If you live in North Florida and have a business legal matter, please contact Wood, Atter & Wolf, P.A., Jacksonville, Florida business law attorneys.

Non Compete Agreements have been a part of American businesses for a long time - Non Compete and Non Solicitation agreements are used (as a condition to hiring and sometimes as a condition to retain a job) to protect companies trade secrets, systems and client lists. The use of the Agreements prevented employees from learning the business from the employer, then resigning and going into competition with the employer. That seems okay, doesn't it? However in the current economic market, it is more likely that the employee was "downsized" and is now simply trying to use his training to support his family in tough times. Now the Non Compete and Non Solicitation agreement seems a bit unfair - however, the new facts don't change the enforceability of the document. Non Compete Agreements can affect all levels of employees, but make the news when high-level executives get tripped up.

In mid 2009, coffee store giant, Starbucks, claimed that their former Senior Vice President, Paul Twohig of Hilton Head, South Carolina, violated his non-competition agreement when he accepted a position with rival coffee shop, Dunkin' Donuts.

Starbucks filed a suit attempting to block Twohig from working at Dunkin' Donuts until eighteen months had passed, as stipulated in the non-competition agreement he allegedly signed when joining Starbucks in 2004. Starbucks claimed that Twohig had intimate knowledge of the company's branding and marketing strategies that, if passed on to Dunkin' Donuts, would cause irreparable harm to Starbucks. Starbucks also asked Twohig to return the severance pay he received from them and to pay damages and attorney's fees. Dunkin' Donuts was not named in the suit. In this case the employer and employee were able to resolve the matter outside of the coutroom and in November 2009, Twohig settled with Starbucks and reportedly paid $500,000 to settle the dispute.

There are restrictions on the enforceability of Non Compete and Non Solicitation Agreements in Florida and both employees and businesses should review those restrictions before signing such Agreements.

If you have a question about Non Compete and Non Solicitation Agreements, For your business law needs, please contact Jacksonville, Florida attorneys Wood, Atter & Wolf, P.A. for legal counsel.

Find out more about this story at Dunkin' Donuts executive settles with Starbucks.

Francine Katz was the vice president of communications and consumer affairs at Anheuser-Busch when InBev took over the company. Katz was promoted to the position in 2002, and was the first woman to join the company's Strategy Committee. Other women at the company saw her as a role model, and admired her approachable demeanor.

The reportedly well-respected and outspoken executive left the company shortly after the InBev purchase, and filed a lawsuit for gender discrimination, alleging that she was paid less than male colleagues, specifically her predecessor, John Jacob. She claimed the company had a "frat party" atmosphere and routinely paid women less then men for the same work. This claim was disputed by the company.

According to company insiders, Jacob was a close advisor of August Busch III and earned the higher salary by being a valuable resource to the man over a period of many years. They said it would be hard to argue that a successor with different qualifications should earn the same salary right off the bat.

This scenario is, unfortunately, played out in companies (both big and small) throughout the United States. Companies must take steps to prevent such practices for a number of reasons: to protect the company from the risk of lawsuit; to prevent the negative impact on reputation and staff morale which occurs in the face of such a lawsuit and to prevent the loss of valuable employees (that the company has spent time and money training) as a result of poor employment / compensation practices.

If you have a question about this issue, contact an employment law attorney - contact Wood, Atter & Wolf, P.A. for legal counsel.

If the case makes it to trial, it will be worth watching. Find out more about this gender discrimination lawsuit at More on Francine Katz's gender discrimination lawsuit against Anheuser-Busch.

A class-action lawsuit has been filed against T-Mobile, Microsoft and its subsidiary, Danger, after a server glitch In October 2009 disrupted T-Mobile "Sidekick" cell phone users' data service.

The lawsuit alleges that the companies were negligent and that they did not follow through on advertised promises that customers' data would be secure. At first, Microsoft informed customers that their personal data may have been lost forever, but two days after the suit was filed Microsoft announced that most of the data had been recovered. The recovery of the data could negate most of the damages the plaintiffs in the class action suits would be able to claim. However, some Plaintiffs have stated that neither their data nor the data of other class members had yet been restored.

With more personal information being transferred digitally than ever, it is critical for companies to protect that data with advanced security measures.

Find out more about this story at Sidekick outage lawsuits now up in air.

Continue reading "Server Outage Wipes Out Customers' Personal Call Phone Data, Triggering Class Action Lawsuits" »

In 1982 Inge Corporation sued the state of Rhode Island for millions of dollars for breach of contract. The disputed contract related to the city providing Inge Corporation with sludge from their sewage treatment plant. The company’s business model was to turn waste sludge into bricks that could be used to burn as fuel. In 1980 the start-up company signed a contract with the city of Providence, and received a $5 million dollar loan from the federal government to build their plant.

When Rhode Island voters approved a referendum creating the Narragansett Bay Commission, the state took over the sewage treatment plant and decided not to honor the contract with Inge. With no sludge, the company defaulted on its federal loan and never opened the treatment plant. The company’s owner, James A. Notorantonio spent two years in prison after being convicted of defrauding the government.

Now, twenty seven years later, the state Supreme Court has finally ruled – they dismissed the appeal due to the fact that Inge Corporation had had its corporate charter revoked by the state of Rhode Island back in 1986, meaning the company has not legally existed for over 23 years. They also noted that the city had no authority over the sludge once it had been transferred to the Narragansett Bay Commission, and the referendum that did so was submitted before the deal was signed with Inge.

Read more about this long-lived business law case at Inge loses appeal in suit against Providence over sludge.

If you have a legal matter that is affecting your business, please contact Wood, Atter & Wolf, P.A. for legal counsel.

The worst employment outlook in years, combined with increasing frequency and thoroughness of employment background checks, has led to an increase in the number of job-seekers looking to legally clear their criminal past from their records. The state of Florida sealed and expunged almost 15,000 records in the last fiscal year, an increase of 43% over the previous year. Other states are reporting similar increases these types of requests. New businesses have sprung up to help people clear their criminal histories, and states have passed new laws to speed the process.

Background checks have become cheaper and easier since 9/11. More than 80% of employers performed some type of background check in 2006, up from 50% in 1998. And with an unemployment rate reaching 10%, businesses can afford to be very picky about whom they hire. But if a misdemeanor follows a person around for decades, preventing them from getting work, many judges and lawmakers have come to believe that the punishment no longer fits the crime.

Many times, the bad mark on a person’s record is as seemingly harmless as a decades old arrest and conviction on a misdemeanor charge. Many people believe that once they go to court and pay the fine, the matter is over. But a criminal background check will turn up the charges, and could disqualify such people for employment – especially if they “lied” on their application by not including the arrest.

In many states, felonies cannot be removed from a person’s record, but minor infractions can. This would allow them to legally claim that they have never been arrested or convicted of a crime. Records in this case may be shredded or sealed, but may actually still be accessible by police or schools in the future. But receiving an expungement may not be foolproof. Arrest details and mug shots may live forever on the internet, and data-harvesting companies that sell criminal record information to businesses are not legally required to erase expunged records. You can read an in-depth article on this subject at More Job Seekers Scramble To Erase Their Criminal Past .

If you have a business or employment legal issue, please contact Wood, Atter & Wolf, P.A. for legal counsel.

A former employee, Darrol Olsen, of Lockheed Martin Corp, a major US defense contractor, has claimed in a federal whistleblower lawsuit that the F-22 Raptor stealth jets the company was building for the US defense department were knowingly finished with a defective stealth coating. President Barack Obama ended the production of the jets in 2009, following the advice of critics who said that it was ill-suited for the wars in Iraq and Afghanistan. Each jet cost the US $140 million.

Olsen was fired from the company in 1999. The false certification and concealment of negative testing results was alleged to have taken place between 1995 and 1999. Olsen also claims that he was told to mind his own business when complaining about his suspicions of false certifications to his superiors. In the lawsuit, Olsen claims that Lockheed added extra layers of coatings to the jets so that they would pass air force tests. Apparently the coating would rub off if it came in contact with oil, fuel or even water. The extremely thick coating added to cover up the problem allegedly affected the jets’ speed and maneuverability.

Olsen is suing Lockheed to pay $50 million to the US government for each jet included on the contract. Find out more about the F-22 Raptor Stealth Jet Ex-Lockheed engineer claims F-22 tech 'defective'.

American Express has announced that they will be acquiring Revolution Money, formerly GratisCard, for a price of around $300 million. Revolution Money is a secure online payment company that was launched two years ago by AOL founder, Steve Case. The company securely authorizes online transactions by using PIN numbers instead of names or account numbers. Account holders can exchange money with each other free of charge. The company is considered a major competitor to PayPal.

American Express has said that they are acquiring the company in order to keep up with cutting edge payment technologies that are evolving in the marketplace. The move is designed to help them extend their leadership beyond traditional payments and into the online payment space. The deal is slated to go through in 2010.

Revolution Money will operate as a unit of American Express, with Revolution Money CEO, Jason Hogg, acting as the new unit’s president and CEO, and Revolution Money Chairman, Ted Leonsis, acting as a special advisor on online payment strategy to American Express. Find out more about the deal at American Express to Buy AOL Co-founder’s Revolution Money.

If you are considering a merger or acquisition, please contact Wood, Atter & Wolf, P.A. for legal counsel.

CVS Caremark Co. and Walgreen Co. have settled a contract dispute, which, if left unresolved, would have prevented thousands of customers from getting their prescriptions filled at Walgreen. Walgreen has 7,500 outlets and is the largest U.S. drugstore chain operator. The two companies negotiated a multiyear deal but no terms were disclosed by either company. The partnership between CVS and Walgreen allows people whose prescription drugs benefits are handled by Caremark to be reimbursed for prescriptions filled at Walgreen’s pharmacies. Caremark contracts with employers and handles the drug benefit parts of their health plans, paying pharmacies to fill prescriptions. Caremark saves money by negotiating volume discounts.

On June 7th, Walgreen stated that it planned to end their relationship with CVS gradually. However, on June 9th, CVS Caremark said the company would exclude Walgreen from its network in a month. If this happened to be the outcome, starting July 9th, Walgreen customers whose prescriptions were managed by Caremark would have had to fill their prescriptions at stores (such as CVS, Kroger, or Safeway) if they wanted to be reimbursed for their drug costs.

The settled dispute between the two companies was a positive outcome. Kermit Crawford, executive vice president of pharmacy for Walgreen, said in a statement that, “the agreement makes good business sense … and assures choice and convenience [to customers].” Shares of both companies rose 3% the morning of June 18th.

To read more details about the settled dispute see CVS and Walgreen negotiate contract dispute.

If you are engaged in a contract dispute, contact Wood, Atter & Wolf, P.A. to negotiate a contract dispute your business may be dealing with. It is important to seek legal counsel to protect your interest and ensure future business.

In 2005, when the real estate market was booming, Yellow Bluff Development LLC asked the Jacksonville City Council to create the Tison’s Landing Community Development District. In turn, the district issued nearly $40 million in bonds to pay for roads, drainage, water lines, streetlights and a neighborhood recreation center for the nearly 700 home community that Yellow Bluff planned to build at Tison’s Landing.

Under Florida state law, the developer is responsible for repaying the bonds at first, but may shift responsibility to property owners via assessment over a thirty year period. Since home sales have not materialized, Yellow Bluff has now failed to pay its annual assessment to the district. Therefore the Tison’s Landing Community Development District has declared Yellow Bluff in default and filed a foreclosure suit in Duval County Circuit Court. The move by a development district to foreclose on a developer is very rare in Florida. The development district plans to foreclose on the land and find a buyer for the property.

While Yellow Bluff did not file an objection to the foreclosure, Mercantile Bank, which holds a mortgage on the Tison’s Landing Property, filed a challenge, saying that Tison’s Landing Community Development District must wait a full year after a missed payment to foreclose. Read more at Community development district files suit after Florida developer doesn’t pay.

If you live in the Jacksonville, Florida or Orlando, Florida area and have a business legal matter, please contact Wood, Atter & Wolf, P.A. for business legal counsel.

Florida's Task Force on Residential Mortgage Foreclosure Cases was established to help the state of Florida respond to the foreclosure crisis that has hit the state in the latest recession. The fifteen member task force made its final report and recommendations to the Florida state supreme court in August of 2009. In light of the task force's findings, the court has issued an administrative order to enact the recommendations.

One of the key elements of the order is a provision for creating a statewide foreclosure mediation program. Under the order, any foreclosure on a residential homestead property with a loan that originated under federal truth in lending regulations will be required to go into mediation unless both parties agree otherwise.

The goal of the order is to encourage parties to mediate outside of the courts, which should ease the burden on the already strained court system. At issue is whether there are enough professionally trained mediators to hear all of the suits and whether the new requirements would cause the already slow foreclosure process to a come to a virtual standstill.

You can read more about the Florida foreclosure crisis and the supreme court's response to it at Florida Supreme Court Orders Mediation in Foreclosure Cases!

If you need an attorney to assist you in defending your rights, please contact Wood, Atter & Wolf, P.A. for legal counsel.

Last year, State Farm Florida Insurance Co., the state's largest private property insurer, was denied a 47% rate increase by Florida Insurance officials, and announced that it would exit the Florida market, dropping 1 million policies.

Florida state regulators worked to strike a deal with company to keep it in the state. State Farm has announced that a deal has been made that will keep State Farm in Florida for at least one more year. The agreement allows State Farm to drop 125,000 riskier policies and raise their rates to cover non-hurricane losses. Those whose policies are not being renewed began to receive notices in February, six months ahead of the company's August 2010 non-renewal campaign, as required by law.

The agreement also allows the company to start raising rates by as much as 14.8% on renewal, effective immediately. State Farm will also roll back discounts which have saved Florida policyholders as much as 28% in the past. Additionally, State Farm will release its Florida agents from their exclusivity agreements, allowing them to sell other companies' policies. This will make these agents' jobs more stable should State Farm decide to pull out of the state in the future.

Find out more about the deal between State Farm insurance and the state of Florida at Like a Good Neighbor: State Farm Will Stay, Raise Rates.

If you have a business legal matter, please contact Wood, Atter & Wolf, P.A. for legal counsel.

Recently, the Small Business Administration has proposed a new rule pertaining to the Business Development Program, which is intended to help underrepresented and disadvantaged small businesses obtain more opportunities to compete for federal contracts.

A study by the SBA found that women-owned small businesses in particular were unequally represented in 83 industries such as software publishing and wireless telecommunications carriers. Under the new rule, certain government contracts will be set-aside for WOSBs.

Under this proposed plan, businesses must first be certified to be eligible to compete for the set-aside contracts. To be certified, a business must be more than half owned by women and must be primarily managed by women. Also, the new rule has abolished the requirement that businesses demonstrate past discrimination to become certified. In addition, WOSBs will be able to receive certification from a third party or may self certify.

Law makers are accepting public comments on the proposed ruled until May 3, 2010 either at this web address or by mail to Dean Koppel, Assistant Director, Office of Policy and Research, Office of Government Contracting, U.S. Small Business Administration, 409 3^rd St. SW, Washington, D.C 204156, reference RIN 3245-AG06.

Venture capitalists are flocking to green-technology companies to get a cut of the action. Approximately $1.59 billion dollars have been sunk into environmentally-friendly corporations worldwide in the third quarter of 2009. These businesses are developing clean systems ranging from solar panels to electric vehicles.

The government is also investing heavily in these firms through loans, grants, and subsidies. Hopefully, this will become a trend as opposed to a flash in the pan undertaking. Clean technology now takes up around 27% of venture investment.

I, for one, welcome anything that could help loosen big oil's stranglehold on the energy market! It clearly makes sense to find new sources of energy as the world's supply of fossil fuels is being depleted at an alarming rate. Especially here in Florida, we also need to look at the impact we're having on the environment, more specifically our waterways and the Everglades!

How do you feel about green technology? Please post your comments or contact me to discuss!

NASA chief Charles Bolden has announced that he will actively try to attract commercial space operators to Cape Canaveral. The so-called "space taxis" would be able to take advantage of the processing and launch facilities already in place in Florida's Kennedy Space Center. Bolden said his pitch to the commercial enterprises would be that they could save money and time by using existing infrastructure instead of building their own. He also indicated that NASA would help commercial operators modify existing infrastructure for their needs.

Kennedy Space Center director, Robert Cabana, has already said that NASA will begin upgrading its existing facilities in order to attract a private space company. The Constellation Moon project was originally slated to use the center's vehicle assembly building, hangars, and cargo bays, but the new budget constraints have prompted NASA to cut the program, leaving those assets unused. The same budget is allowing NASA to spend two billion dollars over five years to modernize the facilities.

The announcement may be good news for Florida workers employed at the space center, who were likely to lose their jobs when the space shuttle program is retired later this year. It will also be good for Florida's economy to attract large businesses to the area. Find out more about this story at Bolden: Florida should be home of private spaceflight.

If you live in the Jacksonville, Florida or Orlando, Florida area and have a business legal matter, please contact our firm, Wood, Atter & Wolf, P.A., for business legal counsel.

A Jacksonville, Florida Circuit Judge was ordered to recuse himself from a foreclosure case brought by Bank of America's Countrywide division against Joseph W. Mines Jr. According to court records, Mines, who is representing himself in the matter, was close to losing his home when he filed a complaint against the Judge, stating that he believed an affiliate of Bank of America had given the judge a favorable loan interest rate that was not available to the general public.

The appeals court in Tallahassee, Florida required the Judge to remove himself from the case, saying that if the allegations were true they would be cause for Mines to fear that he would not receive a fair and impartial hearing. For the sake of all concerned, including the Judge, it is preferable that such matters be heard in an atmosphere free of even a suggestion of partiality. It should be noted that the Appeals Court did not say that the allegations against the Judge were true.

With the high rate of foreclosures in Florida, more cases like this one are bound to show up in the newspapers. Judges and attorneys alike need to be sure that their personal and business dealing are completely above board in order to maintain the public's trust. Read more details about the allegations at Judge in Countrywide Case Removed Over Claim of Discount Loan.

If you live in the Jacksonville, Florida or Orlando, Florida area and have a business legal matter, please contact our firm for business legal counsel.

Goldman Sachs Group, Inc. is currently doing damage control after learning that one of its former computer programmers, Sergey Aleynikov, allegedly made off with highly sensitive computer code comprising Goldman Sachs' latest trading model. A trading model consists of a series of algorithms that temporally optimize risk. The model dictates investment strategy and transactions are made accordingly. This entire process is referred to as automated trading.

A trading model constitutes key intellectual property and enables investors to make moves more quickly than more traditional means. Automated trading has become more and more popular as it has yielded huge profits for investment banks. Higher levels of speed and volume confer a considerable competitive edge, so banks seek to create models that execute trades as quickly as possible. Million dollar transactions can take place less than a second!

What's surprising about Goldman Sachs' predicament is that the theft was allegedly perpetrated by a programmer, and not a high-level trader. In addition, Aleynikov is accused of stealing actual computer code as opposed to memorizing the platform and drafting a new, copycat version. This indicates that companies must identify potential leaks from every angle and take a variety of precautions.

I wonder if Goldman Sachs had confidentiality agreements with its employees. With rogue former employees like Aleynikov, it may not have made a difference, since he probably doesn't have the assets to compensate Goldman Sachs for their financial losses and business advantages. I also wonder if there were non-compete agreements in place, preventing former employees from running off to work for a competitor, or start their own business. Furthermore, I wonder how much of Goldman Sachs' information could have been protected under trade secret laws, where minimizing the exposure of these secrets to employees would offer them the best protection.

Are you a business whose assets are in intellectual property? Do you have special skills, customer lists, or processes you don't want your competitors to have? An intellectual property lawyer with a strong foundation in business law can help you cover all your bases!

In the wake of the worst American recession since the Great Depression, plummeting vehicle sales, and impending Chapter 11 bankruptcy, embattled automaker General Motors announced in 2009 that it would end franchise agreements with 1,270 dealerships across the country in 2010. Of its eight current nameplates, Pontiac will be eliminated, and Saturn, Saab, and Hummer all have been sold off.

GM stretched itself too thin and saddled itself with an inflated number of uncompetitive brands. The irony of the situation is that GM is finally showing flashes of potential and is producing desirable cars (e.g. the ZR1, CTS, and upcoming LaCrosse) after years of bad engineering, bean counting, and allowing that cut-corner mindset to adversely affect the quality of its cars.

The damage is likely to get much worse: GM is seeking to slash the number of dealerships by a total of approximately 2,400 by the end of 2010. GM failed to strategically align itself globally, made poor agreements with the United Auto Workers, and neglected to value engineering and the quality of its products above all else. GM made its own bed and has to sleep in it. Regrettably, now thousands of dealers may have to pay the price for GM's ineptitude.

Although GM launched an pathos-packed campaign (including a television commercial!) to re-new its tarnished image and gain America's support, how would you feel if you were abruptly dropped after a franchise agreement you had worked hard to negotiate and uphold? I would be livid if I lost my business due to the mismanagement and incompetence of my franchisor!

How do GM's actions strike you? Is it fair to the franchisees? Contact me to discuss!

In the course of business, you may often receive emails that are punctuated at the end with a disclaimer that reads as follows: "The contents of this email are intended for the aforementioned recipient and are confidential." But are these messages effective in protecting your valuable business information and trade secrets?

The general answer is that such disclaimers do not protect anything. The reason behind this is that a disclaimer does not create a legally binding contract. For an agreement to be enforceable, all parties involved must agree to the terms. A disclaimer is nothing more than a warning from one party to the other. And besides, what good does the disclaimer do after the entire body has been read?

To protect your confidential information, avoid sending it though email. Instead, send the data through the regular postal service and package it in a box or envelope bearing a "confidential" or "classified information" stamp. If it is absolutely necessary to send the information through email, then place a disclaimer at the very beginning of the message. In this manner, if an unintended recipient receives it, they will not have to read the entire message to realize it is confidential.

Not all states see non-competition agreements through the same eyes. Here in Florida, as long as the agreement's restrictions are reasonable, the contract is enforceable.

Some states are much stricter. For example, Texas and Georgia courts make it very difficult to enforce covenants not to compete.

Most notably, California totally voids non-compete agreements between employers and employees, pursuant to Cal. Bus. & Prof. Code § 16600-16607.

If you need a non-compete agreement drafted, or if you have questions about an existing agreement, first check the terms of the contract to see if it mentions the state in which disputes are to be brought. If the contract is silent on that issue, contact an attorney in the state where the parties signed the agreement, or where the breach occurred.

Non-compete agreements (also called "non-competition agreements" or "covenants not to compete") are contracts wherein employers protect themselves from unfair competition, usually by former employees.

From my office in Jacksonville, Florida, there are times when a client will bring in one of these contracts, only to find out that the contract has to be enforced through the courts and laws of another state.

An excellent resource on where to begin when such an issue arises is to refer to Covenants Not To Compete, A State-by-State Survey (5th Ed.), Brian M. Malsberger, Ed. ABA Section of Labor & Employment Law (BNA Books 2006). Target.com writes a detailed description of the book.

Effective Control Transport, a Montreal-based company, has developed a new system called Driver's Mate that monitors a driver's level of alertness and takes corrective action if it falls below a predetermined baseline level. The device mounts onto a dashboard and may be retrofitted onto virtually any type of vehicle.

Driver's Mate uses a camera to monitor 534 points on the driver's face and rates his or her condition on a scale of completely alert to technically asleep. If the system detects that the driver is not paying a safe level of attention, it will sound off an alarm and will also contact a dispatcher.

As a Traffic Court Magistrate, I appreciate any new technology that makes our roads safer! The problem of drivers falling asleep behind the wheel is huge but it sometimes gets lost behind drunk driving and driving while texting. Unfortunately, the National Highway Traffic Safety Administration estimates that 56,000 crashes every year are caused by sleepy drivers. We all need to take active steps to cut down on accidents that are so avoidable!

Newly appointed Under Secretary of Commerce for Intellectual Property and Director of the United States Patent and Trademark Office David Kappos has wasted no time in getting down to business in his new post. Mr. Kappos has moved to cancel a hotly contested regulations package under consideration.

The so-called Continuation Rule, Request for Continuing Examination Rule, and Claims Rule were all supported by the previous USPTO administration. These provisions placed caps on the number of continuing applications and RCEs per parent application, and the number of independent/total claims in an application.

I'm glad to see that these rules will not take effect because they limit an inventor's options during patent prosecution and reduce the protection he or she can secure. Why impede technological progress for minimal gains in USPTO efficiency? Mr. Kappos clearly made the right play here!

Consult a patent attorney to find out the exact boundaries of current patent law!