Philip L. Chapman, Esq

01/28/2022

Because of the frequent extraordinary price increases in building materials, I have suggested to a home improvement contractor client which offers a two component fixed price, one for materials and one for labor, the following provision to be added to the contracts with owners where the start date for the work will not be within a very short time from the ex*****on of the contract. I believe this provision is far more appropriate that a short statement that “prices are subject to change” or the like.

The forgoing aggregate price for materials is based upon current market prices to Contractor. Because of the increased volatility in the price of some materials, at least ____ days prior to the target date for commencement of the Work, Contractor will furnish Ownerh a revised aggregate materials price with a request that the Owner give a written acceptance thereof within _____ days thereafter. If the Owner does not acceptance within said time period but also does not give written notice to Contractor that the new price is not accepted, the Owner will be deemed to have accepted it.

10/05/2021

Investigation of the Business you may want to purchase

If you have identified a particular company whose business, capital stock or LLC membership interests you are interested in purchasing (a “Target Company”) I strongly recommend that you consider at the very outset or soon thereafter assembling an acquisition team comprised of a business intermediary, accountant, general business lawyer, specialized lawyers where applicable (e.g. intellectual property, employment law, tax law), insurance advisor, and environmental engineer where applicable. Also, there are areas for due diligence investigations which should be addressed before negotiations go too far. For the reasons underlying these recommendations, see www.superlawyer-nj.com

Philip L. Chapman, Esq.

09/09/2021

Two of the areas in which I have been active over many years are the drafting for employers of agreements by employees restricting competition by them after termination of employment and enforcement of such agreements. As to the former, I would like to share the following which I have learned from clients and business advisors.

In many states there are relatively few reported cases with respect to the enforcement of non-competition agreements against former employees. The reason is that the litigation is usually settled after the grant or denial of a preliminary injunction at the trial court level and the trial court decisions are not reported.

State courts differ in their approaches to post-employment non-competition agreements,; but in many states an agreement by an employee to refrain from competing with the employer after termination or cessation of employment will be enforced so long as it protects the legitimate interests of the employer, imposes no undue hardship on the employee, and is not injurious to the public. The restrictions as to territory, time and the competitive activities will be enforced if they are reasonable under the circumstances.

An employer and its attorney should consider (1) which are the legitimate interests of the company in protecting trade secrets, confidential information and customer relationships and (2) whether protection is needed from employees other than those in sales.

Thoughtful definition is required as to the Restricted Activity, the Restriction Period and the Restricted Territory. If the employer is tempted to try to impose restrictions which are over-reaching, perhaps with the intent of frightening employees who, having signed the agreement, are contemplating leaving, such temptation should be resisted. Some employees confronted with a much too harsh non-competition agreement will leave rather than sign and the others who stay may be very demoralized. And, when an attempt is made to enforce an overly restrictive non-competition agreement, there is a risk that a Court will not enforce it-- even with respect to activities which are well within the legitimate interests of the employer.

In considering what post-employment restrictions on competition should be in the document, the employer should think carefully what hardships would be suffered by the particular employee or type of employee after cessation of employment because of the non-competition covenants?

The employer may well take a different approach depending on whether the persons
are at-will employees, have an employment agreement for a term of years or are prospective hires.

08/27/2021

In the 2021 Top 100 Registry of Business Leaders & Professionals in New Jersey. I am listed for Outstanding Achievement and Continuous Contributions. Top 100 Registry is a quarterly magazine featuring top professionals in various fields including law.

In July of 2021, I received from Roundtable Magazine a Certificate of Achievement recognizing my leadership and achievements in the field of law. Roundtable Magazine is an industry specific monthly publication recognizing 100 persons of distinction from around the world.

06/17/2021

Recent Publication on LinkedIn

Do the right things now to put your business in a more saleable state when you will want to sell it. If you don't, a sale may be for less money or less advantageous terms, may involve a great deal of delay and extra expense or may not even be doable.

08/26/2020

Updated Search Engine visability for Superlawyer-nj.com website

Techno-Works is a web design and Internet company that specializes in custom websites, social media integration and SEO for top placement in search engines.

03/11/2020

Concierge lawyering is a rapidly growing trend. A concierge lawyer is a trusted advisor who helps clients make informed business and personal legal decisions without the client having to be concerned about being billed by the minute or the hour. In addition to providing legal services an hourly basis, I offer Concierge Legal Services to small and medium sized business based upon an agreed monthly or yearly retainer, which varies depending upon the nature of the client’s business and anticipated legal service needs.

My concierge clients receive the benefit of having a general counsel, Harvard Law educated with over fifty years’ experience as a business lawyer, to advise and consult even outside normal business hours and during weekends. A concierge legal plan provides many of the benefits of an in-house corporate counsel, including general legal and business advice, drafting and review of agreements and other documents, communications with third parties and their attorneys, and negotiations to settle disputes to avoid costly and problematic litigation,

For the breadth, depth and value of my experience as a business lawyer, click on my web site, www.superlawyer-nj.com To learn more, I invite you to call or text me (973) 202-9256.