Is Hot Tea a Liability?

Do you need to warn a customer that hot tea is, well, hot? That is what one patron of McDonald’s claimed after hot tea spilled on her lap। In the case, Immormino v। J&M Powers, Inc. d/b/a McDonald’s, 698 N.E.2d 516 (Ohio App. 3rd 1994), Ms. Immormino purchased food and beverages at the drive-through of McDonald’s. After removing the lid to steep her tea, hot tea spilled onto her lap while she attempted to replace the lid onto the cup. In reaching its decision, the court examined Ms. Immormino’s claim that Mc Donald’s negligently failed to adequately warn her of the dangers associated with hot tea. The court stressed that “according to the uncontradicted evidence, the cup contained the following legend: ‘Caution – Contents May be Hot’ or ‘Caution – Contents Are Hot.’ In either event, the particular warning was printed in two locations on the cup.” Id. at 517. In finding for McDonald’s, the court held that the warnings on the cup were adequate as a matter of law to warn the consumer that the hot tea ordered is, indeed, hot.

DISCLAIMER

The information contained in this document is provided by LegalTEAS, LLC and may be used for informational purposes only and DOES NOT constitute legal advice. All materials on this site are subject to the terms and conditions stated in the Disclaimer Page. This material is intended, but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as an indication of future results. Transmission of the information is not intended to create, and the receipt does not constitute, an attorney-client relationship between sender and receiver. This information is offered only for general informational and educational purposes. The information contained herein is not offered as and does not constitute legal advice or legal opinions. You should not act or rely on any information contained herein without first seeking the advice of an attorney. By viewing any materials from or associated with http://legalteas.blogspot.com/, http://www.legalteas.com/, or any site owned or related to LegalTEAS, LLC (described herein as “the Sites”), you agree with these aformentioned terms. If you do not agree to them, do not use the Sites or download/print any materials from them.

Protecting Your Company's Secrets

Protecting your Company’s Secrets
Whether your secret involves the ingredients to your famous tea blend or the exporter from whom you purchase your prized leaves, a key to the success of many involved in the tea industry is the development and use of “trade secrets.” Trade secrets involve information that is known only by the company’s owner(s) and its agent(s), and gives the employer a commercial advantage over its competitors.
Trade secrets are protected by the Uniform Trade Secrets Act, which has been adopted by a majority of the states (with slight modification in some states). Assuming your tea business has information that qualifies for protection as a trade secret, whether the information was “kept secret” is generally regarded as the most significant factor, since courts have been more willing to protect information when it is not known in the trade or is discoverable only through extraordinary efforts.
Some of the more common examples of potential trade secrets include customer lists, customer pricing and preference information, marketing strategies, revenue projections, and product and pricing strategies as well as corporate and business marketing plans.
The following checklist provides tips on maintaining the confidential status of protected documents:
1) Are third parties and personnel with access to restricted information required to sign confidentiality agreements?
2) Are these individuals informed of the proprietary nature of the information through employee manuals, memoranda reminding employees of the confidential nature, etc.?
3) Is the confidential data maintained with restrictive access, such as in a locked cabinet?
4) Is access to the private information limited to only those with a specific need for it?
5) Are desks locked and access limited only to those with need?
6) Is the number of copies of the confidential documents kept to a minimum?
7) Is the data marketed as “Confidential” or “Restricted Access” clearly and boldly?
8) Are visitors and nonessential personnel restricted from areas in which these confidential materials are housed?
9) Are the doors to where the confidential documents are stored locked at all times?
10) Are employees instructed not to discuss confidential information in the presence of visitors or vendors who may intentionally or unintentionally overhear the conversation?

In deciding whether the company went through the necessary precautions to protect the information, courts will look at the totality of the measures taken. The more documented measures you can show the court, the more seriously the court will hold your efforts to maintain confidential information.

DISCLAIMER
The information contained in this document is provided by LegalTEAS, LLC and may be used for informational purposes only and DOES NOT constitute legal advice. All materials on this site are subject to the terms and conditions stated in the Disclaimer Page. This material is intended, but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as an indication of future results. Transmission of the information is not intended to create, and the receipt does not constitute, an attorney-client relationship between sender and receiver. This information is offered only for general informational and educational purposes. The information contained herein is not offered as and does not constitute legal advice or legal opinions. You should not act or rely on any information contained herein without first seeking the advice of an attorney. By viewing any materials from or associated with http://legalteas.blogspot.com/, http://www.legalteas.com/, or any site owned or related to LegalTEAS, LLC (described herein as “the Sites”), you agree with these aformentioned terms. If you do not agree to them, do not use the Sites or download/print any materials from them.

Employment Discrimination

EMPLOYMENT DISCRIMINATION

There are numerous laws that are applicable to small business employers that prohibit discrimination against certain classifications. The key federal antidiscrimination statutes that pertain to small businesses are described below. Employers must be familiar with these provisions in order to comply with the law and avoid potential liability. Many states and local governments have enacted laws that are similar in scope to the following federal statutes. In fact, some of the state and local legislation may protect additional classifications that are not protected at the federal level (e.g., sexual orientation and marital status). Accordingly, business owners should survey the employment-related laws in each location where they have employees or anticipate competing for work.
EQUAL EMPLOYMENT OPPORTUNITY COMMISSION
The Equal Employment Opportunity Commission (EEOC) is the agency responsible for enforcement of various federal laws that prohibit employment discrimination, including Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with disabilities Act, and the Equal Pay Act. The EEOC’s responsibilities entail acceptance and investigation of complaints, known as charges of discrimination, filed by employees and other affected persons. The EEOC also has the authority to file lawsuits in cases where it determines that there is cause to believe discrimination has occurred. Prior to filing a lawsuit, however, many state and federal civil rights laws require individuals to file a Charge of Discrimination with the EEOC or state agency, and to observe other technical requirements prior to initiating litigation.
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964
Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, prohibits employers from discriminating against employees or applicants on the basis of race, color, religion, sex, or national origin, unless the employer can establish that discrimination based on one of the foregoing factors is a bona fide occupational qualification. Title VII also prohibits employers from retaliating against an employee based upon activity that is protected under the Act, such as making complaints regarding discrimination or participating in an investigation involving allegations of discrimination.
THE AMERICANS WITH DISABILITY ACT
The Americans with Disability Act (ADA) was enacted by Congress in order to ensure that qualified individuals with disabilities are given the same employment opportunities as those provided for individuals without disabilities. The ADA covers employers with 15 or more employees who engage in an industry affecting commerce. An employee includes any agent who acts on behalf of the employer, including those individuals used to conduct background checks.
Under the ADA, the term “disability” has three alternative meanings: 1) a physical or mental impairment that substantially limits one or more of the major life activities of the individual; 2) a record of such impairment; or 3) being regarded as having such impairment. It is important to note that an employer can be held liable for a violation of the Act if it acts in a manner that it regards an employee as having a disability, even if the employee, in fact, does not suffer from a disability within the meaning of the Act.
In order to be protected under the provisions of the ADA, an employee must be an individual with a disability and qualified to perform the responsibilities of the job he holds or desires, with or without reasonable accommodation. An undue hardship for the employer may result if the nature and cost of reasonable accommodation is too great for the size and structure of the company, and/or its financial resources. If such undue hardship can be demonstrated, an employer may be excused from accommodating the disability.
AGE DISCRIMINATION IN EMPLOYMENT ACT
The Age Discrimination in Employment Act (ADEA) protects employees and applicants who are over age 40 from discrimination on the basis of age. In 1990, Congress amended the ADEA by enacting the Older Workers Benefit Protection Act of 1990 (OWBPA), providing guidelines for settlement or waiver of ADEA claims. Among other guidelines, the OWBPA requires employers to justify any decrease in benefits offered to employees within the protected age classification in comparison with employees who are not protected by the Act. Employers can defend allegations of age discrimination if it can demonstrate that the individual’s age is simply incidental to other factors that are reasonably necessary to the normal operation of the business.
EQUAL PAY ACT
The Equal Pay Act (EPA) prohibits employers from differentiating between employees on the basis of sex by paying wages to employees in such establishment at a rate less than the rate at which the employer pays wages to employees of the opposite sex. The EPA provides for limiting exceptions under circumstances where such disparate payments are made pursuant to 1) a seniority system; 2) a merit system; 3) a system that measures earnings by quantity or quality of production; or 4) a differential based on any factor other than sex.

DISCLAIMER
The information contained in this document is provided by LegalTEAS, LLC and may be used for informational purposes only and DOES NOT constitute legal advice. All materials on this site are subject to the terms and conditions stated in the Disclaimer Page. This material is intended, but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as an indication of future results. Transmission of the information is not intended to create, and the receipt does not constitute, an attorney-client relationship between sender and receiver. This information is offered only for general informational and educational purposes. The information contained herein is not offered as and does not constitute legal advice or legal opinions. You should not act or rely on any information contained herein without first seeking the advice of an attorney. By viewing any materials from or associated with http://legalteas.blogspot.com, http://www.legalteas.com, or any site owned or related to LegalTEAS, LLC (described herein as “the Sites”), you agree with these aformentioned terms. If you do not agree to them, do not use the Sites or download/print any materials from them.

Can Friendship Survive Partnership?

Can Friendship Survive Partnership?

The shared love for a great cup of tea can be the start of a lasting friendship. Spending countless hours savoring your favorite brew with your friend may bring thoughts of starting your own business together – a tea business. You have a taste for tea and your friend has a head for business. Starting a tea business would be a great idea – right? Maybe. The answer depends on finding a business model that meets your personal and professional needs. Taking the time to select the right legal framework can protect both the interests of the business as well as the friendship.
To avoid relying solely on reading the tea leaves to guide your new venture, this article provides a brief summary of several types of business structures to consider as you take the first steps towards entrepreneurship. As state laws vary, it is best to consult a local attorney to finalize the details.
GENERAL PARTNERSHIP/ SOLE PROPRIETORSHIP
If you have little capital to start your business, have enormous trust in your partner, and have adequate liability insurance, a sole proprietorship (for a single individual) or a general partnership (for two or more individuals) may be a business model to consider.
The cost of setting up either entity is comparatively small as there are few formalities. In fact, this model may be formed with as little as a verbal agreement; however, such a laissez-faire approach is not advisable. Owners of these business entities also enjoy “pass through” tax benefits, meaning the business profits/ losses bypass traditional corporate taxes and pass through for the owners to report on their personal income tax returns.
The potential liability associated with the sole proprietorship/general partnership causes most business owners to avoid this model. Partners are jointly (together) and severally (individually) liable for all debts resulting from any one partner’s conduct. Worse, your liability for another partner’s bad acts is not limited to the debts of the business. A creditor may also pursue your personal assets to pay this debt.
LIMITED LIABILITY PARTNERSHIP
If one individual has more risk tolerance than others involved in the business and is qualified to make the management decisions, a Limited Liability Partnership (“LLP”) may be an advisable choice.
An LLP involves one or more general partners who manage the business, and limited partners whose liability is limited to the amount of their own investment in the LLP. The general partner, however, does not enjoy such asset protection and is required to pay self-employment taxes on any of the business’s earned income, in addition to customary federal and state taxes.
These hardships may cause many to decline the role of general partner. One way to resolve this issue is through the designation of an S corporation or C corporation as the general partner.
S CORPORATIONS/C CORPORATIONS
S corporations are limited to 100 individuals and have the advantages of being a “pass-through” business entity, being taxed in most states only at the shareholder level, and being limited in liability only up to the amount of the individual’s investment in the S corporation.
While the C corporation is not restrained by the S corporation’s numeric limitations, some of the business implications are not as favorable. Since a C corporation is a separate taxable entity, there is a possibility for double taxation. A C corporation must report any profits or losses in its corporate tax return. If your C corporation has the good fortune of being profitable, the C corporation’s profits are taxed at the corporate level and any profits you receive as dividends from the C corporation must be reported on your personal income tax return and likewise taxed at the individual level.
LIMITED LIABILITY CORPORATIONS
If you have more capital for start up costs, one of your members has significant personal debt, and/or you desire what some regard as the best asset protection available, the Limited Liability Company (“LLC”) may be a favorable choice.
While the cost of creating and maintaining an LLC may be comparatively greater, the advantages generally far outweigh this burden. Unlike an S Corporation, an LLC is not limited to 75 members and also enjoys the “pass through” tax benefits of other models. In addition, if one or more of the members of the LLC has a large amount of personal debt, the LLC provides protection to all members as creditors may not generally attach the LLC to personal bankruptcy proceedings.
If you are going into business by yourself, however, an LLC may not necessarily offer the best asset protection. Recently, courts in Colorado, Idaho, and Minnesota held that the interests of a single member LLC may be attached to that individual’s personal bankruptcy proceedings.
DISSOLVING A BUSINESS DOES NOT HAVE TO MEAN ENDING A FRIENDSHIP
Each state’s laws govern the dissolution of a business differently. Regardless of the approach, there should be shared expectations among the business owners as to the responsibilities of each without any one owner forced to shoulder all the tasks.
Even after a business ends its day to day operations, it continues to exist for the limited purpose of resolving debts and distributing assets. Fulfilling these obligations may include publishing a note of dissolution for the benefit of unknown claimants and filing the Articles of Dissolution with the Secretary of State.
CONCLUSION
A successful business takes planning and diligence. Familiarizing yourself with the different business models available is the first step. Once you select a model, however, do not assume it will remain the best fit for your needs. The legislature continues to change the laws and the courts of each state can interpret these laws differently. Make sure your business, whatever the legal framework, includes the support of accountants and/or lawyers who can continue to guide you on this journey. Happy trails.

CORPORATION LINKS
To learn more about the specific incorporation laws and fees for a specific state, a link to each state’s respective office responsible for corporations is provided below.:

Alabama
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
DISCLAIMER
The information contained in this document is provided by LegalTEAS, LLC and may be used for informational purposes only and DOES NOT constitute legal advice. All materials on this site are subject to the terms and conditions stated in the Disclaimer Page. This material is intended, but not promised or guaranteed to be current, complete, or up-to-date and should in no way be taken as an indication of future results. Transmission of the information is not intended to create, and the receipt does not constitute, an attorney-client relationship between sender and receiver. This information is offered only for general informational and educational purposes. The information contained herein is not offered as and does not constitute legal advice or legal opinions. You should not act or rely on any information contained herein without first seeking the advice of an attorney. By viewing any materials from or associated with http://legalteas.blogspot.com/, http://www.legalteas.com/, or any site owned or related to LegalTEAS, LLC (described herein as “the Sites”), you agree with these aformentioned terms. If you do not agree to them, do not use the Sites or download/print any materials from them.