Internal Struggles — Know How Best to Divorce Your Business Partner


This article is designed to provide some basic and little-known information on how certain business corporation laws prescribe how to separate from, buy out, and deal with a business partner with whom you no longer wish to work.

Like any contracting, it is always best to draft the initial agreements with your business partners carefully after studying and considering all potential issues, good or bad, that may arise during your relationship. Also, plan for your separation in the beginning. This up-front work and expense will always be worth it. Litigation over a separation and doing so with a not-so-well-thought-out shareholder … Read the rest

The Force of Force Majeure and Other Contract Performance Excuses in Supply Chain Transactions

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How best do suppliers navigate through the allocation of risk and damage associated with the forces placed on the supply chain by the COVID-19 pandemic?

In order to answer this question, we will need to understand the legal concepts which allow suppliers some degree of forgiveness, under certain circumstances, from the strictures of their supply agreements when unforeseen events prevent their timely supply of goods. Here is a brief overview of the current supply-chain climate and some legal concepts that may be invoked to relieve pressure of supplying needed goods that are in short supply.

Foreseeability and causation are key … Read the rest

Your Principal Just Sold or Merged What About Your Sales Rep Contract?


Lawyers who represent sales representatives often are faced with cases in which a sales rep has signed a sales rep agreement with a principal and then that principal goes through some change in ownership, either through a sale or merger, but the emerging principal may or may not be the same or continuation of the same company with which the rep originally signed a contract.

Is the principal still bound by the terms of the original contract and, if not, what terms apply? Not surprisingly, when faced with such questions, we, lawyers, usually respond with: “It depends.”

And when a … Read the rest

Justice Delayed Is Justice Denied


This legal maxim essentially means that if a legal remedy is available to a party to redress an injury or wrong but is not acted upon in a reasonable time frame, it is effectively the same as having no remedy at all. William Penn similarly stated: “To delay justice is injustice,” and Martin Luther King Jr. wrote in his Letter From Birmingham Jail: “Justice too long delayed is justice denied.”

Recently, a rep contacted me to request my assistance in recovering more than $100,000 in commission she stated was owed to her by a principal. This is a substantial sum … Read the rest

Effects of the GDPR: Are You Ready?

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What Is the GDPR?

The European Union’s General Data Protection Regulation, or “GDPR,” came into effect on May 25, 2018, causing a scramble of companies to update their privacy policies. Sales representatives who believe the regulation does not affect them because they are not located in a European Union country are gravely mistaken. Another common mistaken belief is that the GDPR only affects heavily technology-based companies or processes. However, the GDPR is technology neutral and those that process data through physical paper are equally affected. Thus, the reach of the GDPR is much broader than many believe; it regulates anyone … Read the rest

What is Your Agreement’s Term?


Can you be terminated today for no reason?

Lawyers are a lot of things, but we are not magicians. Most times, we cannot make language in your agreement appear different than it actually is. The basic rule in contract interpretation, which is generally followed by the courts, is to give the words in a contract their plain and ordinary meaning. And if your contract lacks a term, then there is simply no term, expressed or implied.

One of the most common calls that I receive from independent manufacturers’ representatives is the one where she or he has just landed the … Read the rest

Home-Field Advantage

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In sports, there is no doubt that home-field advantage is quite significant and can mean the difference between winning and losing. In the book, Scorecasting, by Professors Tobias J. Moskowitz and L. Jon Wertheim, statistics were compiled on the probability of winning when teams play at home. It recorded soccer having the largest average home advantage ranging from 60 to almost 70 percent. In basketball, the NBA teams win approximately 62 percent of their home games; in cricket, the NHL and rugby, home teams win about 60 percent of the time.

Although not a game to most litigants, litigation, … Read the rest

Litigation is Expensive.
So, How Do I Afford It?


You are a representative who has been terminated even though your written contract states that you cannot be fired until a certain condition precedent has occurred. Or you have improved or created a product or process, and your principal or your customer is marketing it as their own without providing you with any credit. Your friends and colleagues tell you that you should hire a lawyer and do something about it — and MANA has several excellent lawyers on its roster from which to choose — but you fear that any litigation would be too expensive to pursue. So do Read the rest

How To Beat A Non-Compete Agreement: Five questions that might free you from a restrictive trade agreement


In a nation that rewards competitiveness, non-compete agreements sound like an anomaly. While employers tend to favor them, anyone who has ever been asked to sign one will probably complain that they hinder the free and open competition that has made our economy prosper for 200-plus years.

Philosophical issues aside, what do you do if you ever have to deal with a non-compete? How might you negotiate a more favorable deal for yourself, prevail in court against one or, better yet, avoid the restrictions in the first place?

Dozens of state and federal court decisions, fortunately, suggest some practical

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