RUPPRECHT LAW

A Northern California Law Firm www.rupprechtlaw.com

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What is a "Breach of Contract?"

A business contract creates certain obligations that are to be fulfilled by the people or companies who enter into the agreement.  In the eyes of the law, a party’s failure to fulfill their end of the bargain under a contract is known as a “breach” of the contract.  Depending on the specifics of the contract, a breach can occur when a party fails to perform on time, does not perform in accordance with the terms of the agreement, or does not perform at all.  

 Remedies for breach of contract – When a breach occurs, the other party to the agreement is entitled to relief under the law.  The main remedies for breach of contract are damages, specific performance, or cancellation and restitution.

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Disgruntled Employees

As a business owner, this will be one of the most common legal headaches.  If you terminate a non-performing employee, make sure the employee signs documents carefully drafted by an attorney upon termination to make the terms of dismissal crystal clear.  Letting an employee go without any final termination form leaves the door open for legal actions.

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Ignoring Intellectual Property Issues

Even low tech companies have intellectual property issues that may be important to the future success of the business.  For example, do you require your employees and consultants to sign confidentiality and invention-assignment agreements?  Have you registered for a trademark for an important company logo or product?  Are your trade secrets adequately protected?

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Domestic Worker Bill of Rights

Assembly Bill 241 adds a new Labor Code sec. 1540 prohibiting a domestic work employee who is a “personal attendant” from being employed more than nine hours on any work day or more than forty-five hours in the work week unless the employee receives one and half times the employee’s regular rate of pay for all hours worked over nine hours in any work day or forty-five hours in the work week.

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Sexually Harassing Conduct Need Not be Motivated by Sexual Desire

The California Fair Employment Housing Act currently provides that “harassment” because of sex includes sexual harassment, gender harassment and harassment based on pregnancy, childbirth or related conditions.  It does not address whether sexually harassing conduct must be motivated by sexual desire.  SB 292 legislatively provides that sexual harassing conduct need not be motivated by sexual desire.

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Assembly Bill 633 - Protection for Employees Who Aid Injured Persons

AB 633 prevents an employer from prohibiting an employee from providing voluntary emergency medical services in response to a medical emergency.

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Labor Code Section 226.7

Labor Code sec. 226.7 provides that an employee should receive one hour of pay as a penalty for not receiving rest or meal periods in accordance with California law.  When the governor signed Senate Bill 435, it expanded the one-hour of pay penalty to missed “recovery” periods.  SB 435 defines “recovery period” as a “cool down period afforded to an employee to prevent heat illness.”  Employers may want to consider reviewing the CA-OSHA resources for preventing illness.  For example, when the outdoor temperature exceeds 85 degrees, CA-OSHA mandates a recovery period of not less than five minutes for employees who work outside to take a cool down rest, in the shade, to protect themselves from overheating.  The new law could likely lead to an increase in litigation.  As a result, those employers in the agricultural, construction and landscaping industries should review their heat illness prevention programs to make sure they comply with CA-OSHA regulations.  These regulations, which are required by CA-OSHA to be in writing, should be reviewed to make sure they provide procedures for employees to request recovery periods and to ensure adequate shade and recovery periods are provided when appropriate.

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Domestic Work Employees

Assembly Bill 241 enacts the domestic worker bill of rights which provides for specific overtime pay for certain in-home employees.  Those with in-home help will need to carefully determine whether the new law applies to them because AB 241 contains many specific definitions and exclusions.

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Minimum Wage

California AB10 raises California’s current minimum wage of $8 per hour by two $1 increments:  To $9 per hour effective July 1, 2014, and to $10 per hour effective July 1, 2016.  This is the first increase to minimum wage since January 1, 2008.

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Confidentiality Provisions

Before starting any major negotiation or discussing any information about a start-up venture or your business, be sure to have a nondisclosure agreement in place.

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Reading a Contract

Let’s assume you have received a draft contract for a particular transaction you are interested in doing.  How should you read it?  What should you look for and what should you leave for your lawyer?  If you have outside general counsel on retainer, you could immediately share your agreement with your outside general counsel.  The retainer would cover that service so there is no reason not to have your outside general counsel immediately involved.  If you don’t have an attorney on retainer, what should you leave for your lawyer?  Does the contract contain definitions?  Does the contract clearly state what you will do and what the other party will do?  Are the dollar amounts correct?  Does the contract contain conditions?  Does the contract provide remedies?  Does the person who actually signed the contract have the authority to do so?

Do not assume that if something is not in the written contract it is still understood just because it was discussed.  "Standard" contracts rarely exist.

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What Goes Into a Letter of Intent?

Letters of intent usually contain the most important business terms of the deal, such as the price that would be paid for the business; payment terms – all cash, hard cash or part promissory note – all are common provisions in letters of intent.  Whether the deal would be an asset purchased or a stock transaction may be covered.  If the deal is an asset purchased, are there any assets that would be excluded or any liabilities the buyer will be assuming, such as an office lease?  The anticipated closing date will also likely be included.

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What Does an Estate Planning Attorney Do?

An estate planning attorney helps and guides you in choosing the correct options for maintaining your estate after death or in case of incapacity.  An experienced attorney seeks to fully understand your desires and goals regarding the maintenance of your estate and other property, and suggests ways to achieve those wishes.

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Longtime Care Insurance

Most longtime care insurance policies offer an option to add an elimination period to your policy when applying.  An elimination period is the waiting period from the time your care begins until the time the policy begins paying for your care.  Fortunately, many consumers purchase an adequate amount of care per day and an adequate amount of care over the life of the policy.  Unfortunately, many consumers who do not select the appropriate elimination period and are not prepared for the out-of-pocket costs during the elimination period they select, which can easily cost tens of thousands of dollars.

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Careful Estate and Trust Planning Protects You, Your Family & Your Assets

Whether you are launching your professional career or a commercial enterprise, are in the accumulation and wealth-building stage of life, or are entering your retirement years, proper estate planning safeguards your family.

Without an estate plan in place, unexpected and sometimes tragic events can quickly disseminate a lifetime of accomplishments leaving those you love and your business at risk.  

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The Right Time to Consider an Estate Plan

Most people start thinking about estate planning when they have their first child.  However, that’s not the only reason to take care of the responsibility that comes with being an income-earning adult.  When you start acquiring assets, you need a plan in place to protect what you’ve earned.  And, if you’re a business owner or entrepreneur, you have important questions to ask yourself – What happens to your business upon your death?  Who is taking care of that?

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No, Having a Will is Not an Entire Estate Plan

If you already have a Will set up, that’s a great start, but it’s not a complete estate plan.  You need to ask yourself:  Do you want to make the decisions about who inherits your assets with or without court involvement?  Generally, a Will gets probated; however, a Trust avoids probate.

Probate can take years and is difficult for loved ones that survive, but it is the legal process that will likely occur if you have no Will or Trust, or if you only have a Will.