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Understand Relevant State Law When Starting a Franchise
Many people make the mistake of assuming that uniform legal principles apply to franchising and that state laws applying to franchising are essentially the same no matter where you go. This assumption could not be more wrong. In fact, the differences in state law from state to state can have a substantial effect on the outcome of disputes between franchisee and franchisor.
A recent case highlights a significant advantage one state, New Jersey, gives its franchisees over its sister state, Pennsylvania. In New Jersey, all contracts (including Franchise Agreements) are subject to implied covenants of 'good faith' and 'fair dealing.' This means that a franchisor's conduct in performing its duties under the franchise agreements (such as training, advertising, representations relating to build-out costs, etc.) are subject to a higher standard than simply what is actually written in the agreements. For example, if a New Jersey franchisor states that it will use its 'best efforts' to obtain an appropriate location for a franchisee, those 'best efforts' will be judged on a 'good faith and fair dealing' standard. In contrast, many Pennsylvania franchisees may be surprised that there is no 'good faith and fair dealing' requirement in Pennsylvania regarding a franchisor's performance of its obligations under the franchise agreement. This fact has been confirmed recently in Keshock v. Carousel Sys., Inc., No. 04-758, 2005 WL 1198867, which specifically addresses the good faith and fair dealing concepts as they apply to franchisees.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.