Steps to Follow when Terminating an Employee
Whether an employee’s departure is voluntary or not, it poses a threat to your business’s proprietary information. This is particularly true if your employee is leaving to work for one of your competitors. Therefore, it is important for all employers to have a procedure in place for reducing risk to any of your confidential information. Below are a few considerations:
Conduct an Exit Interview
You should schedule an exit interview with the employee on his or her last day to talk about the practical and legal matters that accompany their departure. If the employee has signed a non-disclosure and/or non-compete agreement, it is important to remind the employee of his or her obligations under these contracts. If no such agreements were signed, an employer should still inform the employee that he or she should not disclose trade secrets of the business. You may wish to have the employee execute an acknowledgement of any ongoing obligations and a verification that the employee has returned all company documents and other records. If the employee indicates that he or she is going to work for a competitor, you may want to confer with your legal counsel.
Recover Company Devices
During the exit interview, you should verify that you have collected all devices provided to the employee as part of his or her employment. This includes laptops, smartphones, tablets and other similar types of technology. You should also have the employee sign a statement confirming that all company devices have been returned.
Terminate Employee Access
A departing employee’s access to email, your network, file rooms and other similar areas that hold important data should be terminated. This includes the return of any keys or access cards. If your business uses a keypad with a code for entry access, be sure to immediately change the code.
Scan for Downloads
The departing employee may have been planning his or her departure for weeks, so your IT department should investigate whether any improper downloads of information were made or emailed to the employee’s personal email account. If so, contact your attorney to discuss your available options.
Notify Appropriate Parties
You may want to notify your customers, clients, vendors or other third-parties that the employee is no longer working for you. You should provide these third-parties with a new contact person at your business.
The above steps are just a few ways you can minimize the risk of a departing employee disclosing your company’s proprietary information. If you have questions regarding the termination of an employee or any other business-related matter, please contact Faro & Crowder for an appointment.
This entry was posted in Small Business and tagged employee, Employer, exit interview, fire, terminate on June 12, 2015 by Michael Faro.
Limited Partnerships – The Pros & Cons
There are a variety of different legal entities to choose from for your business. One that many partners consider is the limited partnership (LP). This type of entity is similar to a general partnership, but it provides the partners with separate and limited status. The primary benefit is that a LP can provide protection from liability.
It common for a LP to be used by businesses that want to partner on a single project or for a limited period of time. For instance, real estate development projects commonly use LPs. The general and limited partners work together on a construction project with the limited partners investing money while the general partners supervise the daily operations of the business venture. A LP is appealing to investors who want limited liability in order for them to invest their money.
Below are a few of the other benefits offered by forming a LP:
The LP contract is usually a privately signed document (not recorded or available to the public) and allows the parties and their agreement to remain anonymous
As a separate legal entity, the LP can own real property
Pass-through taxation benefits
Employee benefits can be deducted
Protection from lawsuits (If the entity is sued, the limited partners are protected or if the limited partners are sued, the LP’s assets can be protected).
Forming a LP assists with establishing credibility for the business
There are a few disadvantages of forming a LP. The general partner has the obligation to manage the business and is liable for the debts of the LP. Also, to form a LP and keep it in good-standing, you must fill out necessary paperwork as well as comply with certain corporate formalities. Finally, the authority among the partners of a LP is divided which can cause issues.
If you are interested in learning more about forming a limited partnership or any other type of legal entity, contact one of our seasoned attorneys to schedule your appointment.
This entry was posted in Small Business and tagged legal entity, limited partnership, LP, professional on June 1, 2015 by Michael Faro.
Why Are Purchase Orders Important?
The simple answer to this question is that an effective purchase order is an essential component to any successful business. Whether you are just starting your business or you are more experienced, it is important to review your purchase order to verify it is accomplishing your goals.
A purchase order is a document sent from a buyer to a supplier requesting an order. The document sets forth the type of item, the quantity and quality requested, and the agreed-upon price. It should also include shipping details and ve information. Purchase orders can range from simple one-page forms that employees can fill out to more complex orders with many details included. When the seller accepts the terms of the purchase order, a legally binding contract is formed which protects both parties.
Many entities forego using purchase orders in an effort to increase response time or because they have already established a working relationship with the vendor. However, as your business grows and relationships change, communication challenges can negatively impact your efficiency if purchase orders are not used. The purchase order is a tool that allows the parties to determine where the request went awry, fix any errors and maintain amicable business relations. For example, if a product is delivered in unsatisfactory condition, the buyer has documentation that proves what was expected and it reduces the likelihood of legal disputes arising over the issue.
If your entity is using a paper procurement process, it can create a lot of paperwork for you to maintain. You may want to consider using digital purchase orders and electronic signatures where available. This allows you to access the purchase records anywhere at any time. Having access to real-time data it an option that companies of all sizes should enjoy. However, the most important thing to remember is that however you handle it, the foundation of procurement success is the purchase order.
This entry was posted in Small Business and tagged Business, buyer, Contract, purchase order, seller, supplier on May 27, 2015 by Michael Faro.
Growing Your Start-Up Business
Most entrepreneurs dream of having overnight success. Unfortunately, this is the rare exception. If you are starting your own business, it is important to have patience when it comes to growing your business.
So, what steps can you take to help ensure your new venture is a success? There is no magic formula you can follow, but below are a few considerations that can assist you in moving your entity in the right direction:
When you are able to hire employees, it is imperative that you choose other individuals that are motivated and willing to support you in achieving your goals. It can be difficult for start-up companies to entice top-tier employees to work with them because the company typically cannot offer high salaries, so you may want to get creative with your job offers. For example, you may offer a small ownership in the business or other benefits that the employee would not get elsewhere.
Limit Risks
Although it is risky to start your own business, you should still take steps to reduce any potential threats to your entity’s ability to succeed and grow. It is important to consult with your business’s insurance provider on how you can accomplish this, as well as taking measures to ensure that your entity can recover if it suffers losses.
Your customers or clients must be your top priority. You must focus on creating a customer experience that stands out above the competition. The best advertising and marketing you can get is by word-of-mouth referrals. If your existing customers continue to come back and you keep adding new customers, your business will grow much quicker.
Flexible Planning
A start-up company must have a plan to keep it grounded and focused on its goals. However, you must also be flexible as things change and be able to adapt if needed.
Contact Faro & Crowder, PA today to learn more about growing your start-up business
If you are starting a new business and you need advice on how to increase the likelihood of its success, the legal team at Faro & Crowder is ready to help. Our office is located in Melbourne, but we proudly serve businesses across the State of Florida.
This entry was posted in Small Business and tagged Business, Entrepreneur, owner, start-up on May 21, 2015 by Michael Faro.
What Should You Look for in a Contract?
If you have ever tried to read a lengthy contract, you know it can be overwhelming. However, if you sign a written agreement without reading it, the law assumes that you not only read it, but that you understood it and agreed to its terms. If you are considering signing a legally binding document that you do not understand, it is important to ask questions or obtain legal assistance from a business lawyer. The term “contract” can include purchase orders, work agreements, sales documents and other similar documents.
It is also essential that you keep a copy of any contracts you sign for your own records. If you fail to do so, it can make it difficult for you to ensure that you (and the other party) are fulfilling your obligations. You shouldn’t rely on verbal promises made by the other party to convince you to sign the agreement. Only the promises and agreements made in the written document will be controlling.
While no two transactions are identical, below are a few basic elements that you should look for in a contract:
If money is being exchanged, the full amount to be paid should be clearly shown
Any finance charges should be expressed in dollars and cents
An detailed list of all services to be provided
All due dates or deadlines for payment or other types of performance should be provided
A detailed explanation of each party’s duties and obligations should be given
You should never execute a document that is incomplete or contains blanks to be filled-in later. You should also read the fine print. Even though it may be made to seem less important, it is still binding.
Entering into a legally binding contract is a decision that should not be taken lightly. A contract binds you to the other party for a period of time and it imposes a duty on you that you must be willing fulfill. If you do not understand the terms of a contract Faro & Crowder for the guidance you need. We will walk you through each provision of the agreement, protect you from unintended liability, and ensure that you understand what you are signing.
When you enter into a business venture with another party, it is crucial that you draft and sign a partnership agreement. Many partners enter into business together because they are friends and they don’t think a written contract between them is necessary. However, having an agreement in place can help avoid disputes as well as help preserve your relationship.
Although every partnership is different, there are certain terms that should be included in your written agreement, including:
Identifying each partner’s role. Having a plan for the role to be played by each partner in the business will assist in making things run smoothly. The agreement can detail how each partner will contribute to the joint venture, whether by supplying labor, services or financial contributions, so there is no confusion or misunderstandings.
Ownership. The partners’ percentages of ownership should be specifically detailed in the contract. Topics to cover include how profits will be allocated, draws will be handled, and distributions will be made.
Binding authority. The partners should agree how business decisions will be made. For example, you may wish to limit exposure to liability by agreeing that a partner is required to obtain the other partner’s approval before taking binding action on behalf of the partnership entity. The agreement should also outline the operational and management responsibilities of each partner, including what specific actions require a majority vote.
Dispute resolution. If a disagreement should arise between the partners, it is beneficial to have a strategy in place for how to resolve the dispute. For example, the contract may require the partners to go to arbitration instead of filing a lawsuit to resolve disputes.
Dissolution. If the partners decide to dissolve the partnership, it will go smoother if you the contract details the dissolution process.
Can I Enforce a Verbal Agreement?
Many people believe that a contract must be in writing to be enforceable. While it is true that certain agreements are required to be in writing to be enforceable, some oral contracts are valid. Contracts involving real estate, marriage, performance over multiple years and the sale of goods over $500 are required by the statute of frauds to be in writing. If a verbal agreement is not one of these specified categories, it may be a valid contract.
Before you start relying on handshake deals, however, it is vital that you remember that you must have the ability to prove an agreement exists. Typically, having witnesses to the verbal agreement is helpful. However, if there were no witnesses to the oral contract, you can prove its existence by actions that were taken afterward. If either party immediately acted to complete their obligations under the agreement, it can be evidence of the contract. Additionally, copies of emails, letters, other correspondence or documentation between the parties that refer to the oral agreement can establish a contract was formed.
The safest means for protecting yourself, however, is to always get your contracts in writing. There is no guarantee that you will be able to prove an oral contract was made, so it is better not to take the risk. Even if it is a simple transaction and it is unlikely that you will be required to prove the oral contract, having a one-page contract is better than nothing. It doesn’t have to be complex or lengthy, it just has to be in writing.
If you need advice regarding contracts or other business transactions, the legal team at Faro & Crowder can help. Our office is located in Melbourne, but we proudly serve businesses across the State of Florida.
This entry was posted in Small Business and tagged Contract, enforce, oral, statute of frauds, verbal agreement on April 7, 2015 by Michael Faro.
What Employers Need to Know About Workplace Bullying
When you think of bullying, you probably think of school kids on the playground. However, bullying in the workplace occurs every day. If you are an employer, you cannot ignore it or assume it isn’t occurring because nobody has reported it. You must take action to prevent and eliminate workplace bullying.
If an employer fails to stop bullying in the workplace, it opens the employer up to being held liable for violence and/or harassment litigation. As a practical matter, your employees will not want to be at work and their ability to be productive while at work will suffer. This can lead to quality issues and loss of business for you.
So, how do you distinguish between harmless banter and bullying? Below are a few indicators that bullying is occurring:
You can identify a target. Bullies usually focus on one individual or group of individuals who are always the victims of the verbal abuse.
There is no give and take in the conversation. The individual who is dishing it out isn’t getting it back in return. If the “teasing” is one-sided, it is probably bullying.
If the banter gets personal, it is likely bullying. For example if the bully is focusing on a specific trait or something about the employee that is a weakness, it usually qualifies as bullying.
All employers should have a policy that prohibits bullying in the workplace. Your policy should clearly define what constitutes bullying and that it is prohibited in the workplace. Your policy must outline how an employee that is being bullied can seek help and what disciplinary actions may be taken if bullying is discovered. All managers and other supervisors should be properly trained on the policy, including how to handle “real life” scenarios.
Many lawsuits involve a variety of different claims. In fact, most plaintiffs allege anything and everything they can in the hopes that at least one claim will be successful. In the business world, it is common for a plaintiff to allege that fraud occurred when the claim is really a simple breach of contract allegation. Of course, alleging fraud is also a tactic that is sued to attempt to gain leverage in the lawsuit. As a result, it is essential that your business defense attorney takes immediate action to have any meritless fraud allegations dismissed. There are several defenses available to a claim of fraud:
Failure to prove material misrepresentation
In order to prove a fraud claim, the plaintiff must establish a material misrepresentation of presently existing or past fact. It is common for a plaintiff to not adequately plead or prove this element. For example, if a seller promises to deliver its product at a date in the future and breaks its promise, the statement is not about a presently existing or past fact. Most broken promises are not sufficient to support a fraud claim, but they could be the basis for a breach of contract claim.
If the fraud claim is only supported by a statement of opinion or puffery, there is no statement of fact. Without a statement of fact, there cannot be an actual misrepresentation.
Conclusory statements
When a plaintiff alleges fraud, there is a heightened pleading requirement. The allegations of fraud must be pled with “particularity.” It is common for a plaintiff to make conclusory statements in the petition or complaint without setting forth the particular facts that support the fraud claim. As a result, the fraud claim should fail for failure to properly plead it.
Should Your Entity be a Limited Partnership?
Attorney serving Palm Bay, Florida
There are a variety of different legal entities to choose from when you are starting a business. The limited partnership (LP) is an important entity to consider if you want to have partners, but you want to be protected from liability.
The LP is typically used by businesses that want to work with a partner on a single project or for a limited period of time. In fact, the LP is commonly used in real estate development projects. The general partner is allowed to manage the daily operations of the construction job while the limited partners invest money. The LP is beneficial for investors who are interested in investing their money while having limited liability.
A few other pros of forming a LP include:
Anonymity can be maintained because the LP agreement is usually a private document
The LP is a separate legal entity that can own real property or other assets
There are pass-through taxation benefits, so profits from the LP are reported on the partner’s personal tax returns
Forming a LP can help with establishing legitimacy and credibility for the business
The LP provides protection from lawsuits. If a limited partner is sued, the property owned by the LP is protected. Additionally, if the LP is sued, the limited partners can be shielded from liability.
There are a few cons associated with forming a LP. The burden of running the business and the liability for the debts of the LP falls on the general partner. Also, in order to comply with the mandatory corporate formalities that keep the business in good-standing, you must keep up with a significant amount of paperwork. Finally, there is divided power among the partners, which can sometimes lead to difficulties.