Hope you are having a great Thursday afternoon. Today, Tesla and SpaceX C.E.O. Elon Musk said he was worried that people didn’t understand how fast artificial intelligence was progressing, and expressed his concern that, in a worst-case scenario, a “super-intelligent” machine might decide to destroy human life. I’m a big fan of Mr. Musk, but do you think he is right?
In similar news, nj.com wonders if computers will replace lawyers. From registering a trademark to drafting a will, the Internet provides the tools to perform many legal tasks that were once reserved for attorneys like myself. Whether these internet tools actually do a good job is debatable, but there is no question that technology will play a significant role in the future of the legal industry.
Let me get this straight, first computers will take my job, then “super-intelligent” will take my life. Oy vey!
In the meantime, let me tell you what you should be on the lookout for when reading a contract. If you need any help reviewing a contact, feel free to call me, your lawyer, because that is what I do for a living and I’m super fantastic at it.
1. Know the Other Party
Be sure that the business you are contracting with is registered to do business in the state in which you operate your business. Should there be a problem later on, it will be much easier to institute a lawsuit as the states maintain addresses for service of process on registered corporations. In addition, if the business is not properly registered in the state, there could be legal issues with your contract. The business should also be licensed in the specific type of business it conducts, if this is required.
2. Pricing Issues
If you are a buyer or a seller, know what you are paying or getting paid, when the money is due, how it is to be paid, where it is being paid to.
3. What is the Exact Product or Service
While this may seem obvious there are thousands of lawsuits on just this issue. Be sure you and the other party are on the same page, literally and figuratively.
4. Delivery of the Goods or Services
Specify exact time frames for delivery of the product or service and when payment is due in relation to this time frame.
5. Condition of the Product or Service
Are the items new or used? If used, how much? If new, in original packaging or repackaged? If a service contract, specify who will be doing the service and his or her credentials?
What are the guaranties on the product or service? What period of time do they cover? What is the procedure for repairing or replacing an item or correcting a service mistake?
7. Getting out of the Contract
While most contracts are made to avoid getting out of them, you can sometimes negotiate an “out” clause for poor performance or lack of proper delivery or other essential things.
8. Renewal of the Contract
Is there an automatic renewal? Is there any option to renew?
There are several ways to default on a contract. Two prevalent ways are non-payment and non-performance. Non-payment can include not getting paid in full, on time or at all. Non-performance can be not doing the job properly, in full, or not how you expected it to be done. All of these can be combated with remedies in the contract.
Make sure the contract has a section dealing with remedies for defaults. Remedies are compensation to the injured party for such defaults. Outside of the contract there are other ways to be compensated for default in contracts, including state statutes, federal statutes like the UCC, fraud actions and illegality of the contract, dealing with minors, duress, undue influences, etc.
Getting a statement of work (SOW) right is not simple. A properly drafted SOW is vital to the success of a project. If the statement of work is too ambiguous or overboard, it can leave room for various interpretations, which will lead to problems.
In my experience, the failure to properly execute a statement of work is often the reason parties end up in a litigation.
What is a SOW? A statement of work (SOW) is a formal document that captures and defines the work activities, deliverables, and timeline a vendor must execute in performance of specified work for a client. The SOW usually includes detailed requirements and pricing, with standard industry terms and conditions.
What should be included in a SOW?
- Who pays each cost and the timeline of payment.
- A description of all deliverables and when they’re expected.
- The tasks that support the deliverables, as well as which side – the hiring company or the service provider – will perform those tasks.
- The project’s governance process, along with how often governing committees will meet.
- What resources are required for the project, what facilities will be used and whose equipment will be needed, as well as testing requirements.
- A timetable covering when each deliverable should be completed. If you are delivering the work, I would recommend that the timetable to be flexible. On the other hand, if you are purchasing the services, a strict timetable could be best. I would also recommend a time for the work to be reviewed prior to it being delivered.
The task of writing a statement of work could fall to various players on a team working in conjunction with counsel.. The best approach is for team leaders to draft it and then work with the an attorney to perfect it.. After the SOW is completed, it is then sent to the vendor. If you follow these steps, you increase the likelihood of success dramatically.
It’s a sunny day and you are running errands in the neighborhood. You are driving straight and a car comes from your right and comes into contact with your passenger door. From the impact, your left shoulder comes into contact with the side door. You feel pain in your shoulder. The impact of car accidents, even at a very slow speed, can easily result in severe physical problems to the shoulder and surrounding areas. What should you do?
- Remain at the scene and call the police and ambulance.
- Take photographs of the accident scene and the vehicles involved in the accident.
Many people with shoulder injuries don’t feel a tremendous amount of pain immediately after the accident. You may have a case even if you don’t immediately seek medical attention. The shoulder has three main bones: the clavicle, the humerus and the scapula. Any of these body parts may have been injured as a result of an accident.
HOW DO YOU YOU KNOW IF YOU HAVE A SHOULDER INJURY?
- Painful, tender, stiff shoulder
- Shoulder pain that increases at nighttime, interrupting sleep
- Tingling, numbness, swelling, or weakness in or around the shoulder
- Focused shoulder pain that worsens with activity
- Difficulty with shoulder mobility
- Discolored shoulder area
- A “bump” above the shoulder bone where the shoulder may have separated
WHAT ARE THE MOST COMMON TYPES OF SHOULDER INJURIES AS A RESULT OF AN ACCIDENT?
- Torn Rotator Cuff
- Fractured bone
- Contusions, Bruises, Strains & Sprains: Other injuries such as painful strains, swelling and bruising may occur after a crash due to the impact of the shoulder and another object.
WHAT TREATMENT OPTIONS ARE AVAILABLE?
- If you think that you have broken bone or tear resulting from your accident, seek medical attention immediately.
- Go seek an orthopedic doctor. Diagnoses can be made through x-rays, CAT scans, MRIs, and clinical evaluations. Your doctor will assess your shoulder injury and prescribe treatment.
- A torn ligament, tendon, or muscle may require immediate surgery, so don’t delay in visiting a doctor.
- Pain may be stemming from elsewhere in the body (referred shoulder pain), so letting a medical doctor prescribe treatment is the best option.
- Oftentimes, surgery and subsequent physical therapy are used to treat shoulder injuries stemming from accidents.
WHO PAYS FOR FOR YOUR SHOULDER SURGERY TREATMENT?
- Under New York Law, your no-fault carrier will likely pay for any treatment that you receive as a result of the accident. No-fault shall pay for treatment even if you are at fault and have no other insurance.
If your shoulder has been injured in an accident that was due to someone else’s negligence and fault, feel free to contact my office at 212-233-0666 for a free consultation to determine the best course for obtaining the financial resources needed to pay for your lost wages and medical treatment.
What you need to Know about LLC’s for Real Estate Investments in New York
You recently took the plunge and purchased a new property, perhaps a two family building in Brooklyn, or an investment property in the Hamptons. What type of business structure would be best to protect your personal assets?
Choosing the right business structure can be a frightening task for most businesses. However, the limited liability company (LLC) has become the go to vehicle for owners of income-producing real estate seeking to simply and cheaply protect their personal assets from claims of outsiders. Why?
Because the LLC, like a corporation, provides asset protection for its members from the liabilities associated with rental real estate. However, unlike a corporation, the LLC allows depreciation and real estate losses to flow on to its members’ individual tax returns. Unlike a corporation that can produce taxable income if you refinance the property and take the money out for additional investment, an LLC allows money to flow freely. Taxes for LLCs are based on actual income, not borrowed funds.
Because the LLC is a separate legal entity, like a C corporation, you may be able to protect your personal assets if there becomes an issue related to your ownership of the property. However, you need to be aware that there are limits.
- Piercing the Corporate Veil. Piercing the corporate veil is an equitable doctrine invoked by courts to allow a creditor recourse against the shareholders of a corporation, including a LLC. In short, the limited liability protection which is the hallmark of a corporation is disregarded and the debt of the pierced entity becomes enforceable against those who have exercised dominion over the corporation to the point that it has no real separate existence. That means that you can still be held personally responsible for the the debts of your LLC if they are successful in piercing the corporate veil.
Owning real estate for investment, especially residential and commercial real estate is inherently risky. Accidents happen. When people are injured they sue the property owner for damages.
Insurance is the first line of defense to protect against claims arising from the property, but judgments can exceed the amount of insurance coverage and sometimes insurance coverage is denied. For example, if you have a $1,000,000 general liability policy and an injured tenant obtains a judgment against you for $2,000,000, then you would be personally responsible for $1,000,00. However, if you have an LLC they would not be able to go after you personal assets.
If you have any question regarding setting up a LLC for your Real Estate Investments in New York, call us at 212-233-0666.
The opportunity to feel stress at work and try to make things even more complex is everywhere. I’m sure it happens to you. At the moment I’m drafting a software sales contract. My client is selling a product that is complex. My “secret” is to keep it simple. I work to narrow issues to its core to avoid problems such as lack of clarity.
As Chris Brogan, author, journalist, marketing consultant, and frequent speaker about social media marketing has said (amazing that a social media marketer has become a thought leader) simple has become a choice, and something you have to select over and over again. I consciously make that choice. I also temper that advice by thinking about what Johnny Ive of Apple once said, “simplicity is not simple.”
Too many lawyers try to make things more complex. You know who pays for this bad practice? You do.
Yesterday I was at a deposition on an extremely simple case. Cliff the mailman (not really, but he reminded me of him) was suing my client due to an accident that occurred on his neighbors driveway. My client unfortunately let his home insurance lapse.
Word of warning, make sure all of your insurance policies are up to date. Call me if you need an insurance broker referral. I digress but I view you as part of my community and I’m here to refer you business as well. Drop me line to see how I can help.
My client owns the house so he has assets that the mailman can potentially collect. The issue: who maintains and controls the driveway. The neighbor already admitted at a prior deposition that they were responsible for maintaining the driveway. My client is clearly not responsible and I will be filing my motion for summary judgment dismissing the case shortly.
Opposing counsel, though seasoned in years, questioned like a first year associate. I’ve opposed him before and he has a talent for making the simple more complex. Opposing counsel wasted over two hours questioning my client. My favorite, “do you have any records that would indicate often you change light bulbs outside your home?” Mind you, the accident occurred on a sunny day.
I’ve been on depositions with this lawyer in the past and he hasn’t changed. You know who pays for his poor legal skills? You do with an increased bill and poor legal work.
What tricks do you do to keep your work simple? I would love to hear from you.