Lancaster Law Blog

Lancaster Law Blog

Lancaster's Legal Link

Does a Contract Have to Be in Writing to be Enforceable?

Posted in Business Law

Contract to signThe answer – it depends. The general rule is that in order to be enforceable, contracts do not have to be in writing unless they are required to be in writing by law. So, what constitutes a contract?

The basic elements of a contract are:

  1. Offer – a party promises to do (or not do) a specified action in the future.
  2. Acceptance – another party explicitly accepts the offer in some manner, such as in writing, orally or performance. The acceptance must mirror the terms of the offer.
  3. Consideration – something of value is promised in exchange for the terms specified in the offer.
  4. Meeting of the Minds – the parties to the agreement understand and agree to the basic terms of the contract.

A contract can take many different forms. It can be one single written document, it can be a series of documents taken together, it can be handwritten, the result of a conversation, or transmitted via email, a website, carrier pigeon or otherwise. Continue Reading

Web Development Pitfalls and Legal Issues to Address When Someone Else Creates or Manages Your Business Website

Posted in Internet Law

Imagine the following scenario:

It’s Monday morning and you open your web browser and type the domain name of your website into the address bar. You want to send a link to a blog post that may be of interest to a customer.

Instead of your beautiful, responsively-designed website, you find a page that looks like this:

domainforsaleMust be a typo, you think. This is what happens when you haven’t had your coffee yet. You type the URL again.

Same result.

How could this have happened? How long has my beloved site been gone? Is this why I’ve seen a decline in sales and referrals?

This is the second post in a series about Internet Law. If you have a website or are considering updating an existing website, it is important to understand the ownership and control issues that can arise, especially when you hire a third party to register a domain name, create, update or manage the website. Failure to set out the details of the relationship in a contract can prove to be costly and difficult to fix in the future. Continue Reading

Who Owns This Blog Post?

Posted in Business Law, Internet Law, Legal Tidbits

iStock_000035585824_SmallAs a lawyer who blogs who is interested in the law as it pertains to bloggers, answering this question seems like a good place to start for a series of posts on Internet Law. The answer to the above question, as you might imagine, depends on the facts and circumstances of each individual case.

In order to determine who owns a blog post or other work of authorship, copyright and contract law are typically implicated. Copyright law protects a writing from the time it is created in a fixed form, such as written on a page or in an electronic document. Only the author of the work or a subsequent transferee who obtains rights from the author can claim copyright, with one exception – “works made for hire”.

Section 101 of the federal Copyright Act defines a “work made for hire” as follows:

Continue Reading

Do Livestock Need to Know Constitutional Law? The Effect of Court Rulings on PA Farm Projects

Posted in Environmental, Real Estate, Zoning and Land Use

CowsAnother title for this post could have been “Are my cows violating your constitutional rights?”   In less than two years, the Pennsylvania Courts have made two rulings that greatly affect all environmental issues in the State.  Although the Courts did not specifically talk about farming, it is likely these decisions will impact farming projects.

In Robinson Township v. Commonwealth of Pennsylvania, the Pennsylvania Supreme Court made a landmark decision about how governmental entities look at environmental issues.  Robinson Township was a challenge to Act 13 of 2012, which gave overwhelming rights to oil and gas companies, particularly in the Marcellus Shale regions. Article I, § 27 of the Pennsylvania Constitution provides that:

The people have a right to clean air, pure water, and to the preservation of the natural, scenic, historic and aesthetic values of the environment.  Pennsylvania’s public natural resources are the common property of all the people, including generations yet to come. As trustee of these resources, the Commonwealth shall conserve and maintain them for the benefit of all the people.

The Pennsylvania Supreme Court started by saying that this section of the Constitution is “inherent in man’s nature and preserved rather than created by the Pennsylvania Constitution.”  This means that environmental rights are comparable to your freedom of speech, or your right to pursue happiness. Continue Reading

Securities and Exchange Commission Issues Final Rules on Regulation A+

Posted in Business Law

On Wednesday, March 25, 2015, the Securities and Exchange Commission adopted final rules that will assist certain small businesses and startups in fundraising efforts by creating an updated exemption from registration for certain small issuers of securities. The final rules are commonly referred to as “Regulation A+”.

The Securities Act of 1933 and applicable state securities acts provide that in order to be sold to investors, securities must either be registered with the appropriate authorities or subject to an exemption from registration. Exemptions are often sought to avoid costly and time-consuming registration processes. The definition of “securities” for the purposes of the Act is defined broadly and includes debt and equity offerings.

The updated exemption from registration will allow those certain small issuers of securities to raise up to $50 million of securities within a 12-month period, subject to certain eligibility, disclosure and reporting requirements. The structure of an offering under Regulation A+ is being referred to as a “mini-IPO” and is subject to certain SEC filings, including an offering statement that must be reviewed and qualified by the SEC, disclosure of financial statements and the filing of ongoing reports. Also of note is that offerings under Regulation A+ are not limited solely to “accredited investors”, which substantially broadens the market of potential investors for a fundraising entity. Regulation A+ offerings can also be advertised publicly as there is no general prohibition on solicitation.

If you’re interested in getting into the weeds on the full text of the final rules, they can be found here.

Matt Landis is an attorney at Russell, Krafft & Gruber, LLP, in Lancaster, Pennsylvania. He received his law degree from Widener University and works regularly with business owners and entrepreneurs.

Startups and Small Businesses: Picking your Business Team

Posted in Business Law

A business owner’s most valuable resource is time. In order to be able to focus on actually doing business, it is important to pick a team of professionals that you trust to assist you with common issues that arise during the life of a business. These professionals typically include an attorney, an accountant, a banker, an insurance broker and a financial planner.

Often times, issues may implicate more than one of your team members, so for these types of business decisions, calling a meeting or having a conference call to discuss the issues and impacts on your business will be worth the time and effort in the long run.

Picking your team is an important decision and could have significant impacts on your business. So, how do you find the right group of professionals for your business? What types of qualities should you look for in your team? Here are some suggestions to get you started. Continue Reading

Pipeline Update – Do I Have to Sign Documents Now?

Posted in Legal Tidbits

Now that Transcontinental Gas Pipeline Company has submitted its application for a Certificate of Public Convenience and Necessity in conjunction with the Atlantic Sunrise Pipeline Project, we can echo what some other advocates have recommended.  Specifically, do not sign documents granting an easement or property rights or an agreement to do so without giving careful consideration and obtaining counsel.  Williams is required to pay fair consideration for whatever property rights it is acquiring from landowners, and as we have stated previously, there are many factors to consider.  You will be compensated even if you fail to agree to take the first offer.

Every property and every property owner is different, and different conditions and factors are relevant depending on the use of the property and other individual factors.  Depending on your situation, it may make sense to consult an attorney who can help you review those factors.  Nevertheless, the advice given to think before you sign away rights is universally applicable. It may also be helpful to take some time to learn more about eminent domain and just compensation.

Christina Hausner is an attorney at Russell, Krafft & Gruber, LLP in Lancaster, PA. She received her law degree from Duquesne University School of Law and practices in a variety of areas including matters relating to eminent domain and land use.

What’s in a (Fictitious) Name?

Posted in Business Law

The Pennsylvania Fictitious Names Act generally requires any business that is operating in Pennsylvania under an assumed name, style or designation other than the proper name of the entity using such name to register their fictitious name with the Pennsylvania Department of State. For example, if Freddy is a sole proprietor operating a barbecue stand under the assumed name “Freddy’s BBQ Joint”, the Act requires registration of this fictitious name.

Pennsylvania courts have held that failure to register a fictitious name does not affect the validity of a contract entered into under the fictitious name, however it does preclude an entity from instituting an action in Pennsylvania courts until the registration requirements under the Fictitious Names Act have been met. A civil penalty of $500.00 may also be instituted against the entity for failure to register the fictitious name. 54 Pa.C.S. Section 331. Continue Reading

Do You Want FHA Approval for Your Condominium?

Posted in Real Estate

There are all kinds of acronyms floating around when talking about mortgage programs for condominium associations:  FHA, VA, FMNA, FHLMC, FDMC, etc.  Community associations may benefit from learning about these programs, especially FHA.

What is FHA? 

The Federal Housing Administration (FHA) is a part of the Federal Department of Housing and Urban Development (HUD).  One of the goals of the FHA is to promote affordable housing for all.  FHA is not a lender.  Rather, it guarantees mortgages on homes.  Lenders who give mortgages to purchase units are protected if the mortgages go bad.   A community association may become “FHA approved,” which means the community is placed on a list of approved communities. Continue Reading

12-Packs Available Earlier Than Anticipated

Posted in Business Law, Legal Tidbits

Earlier this month, the PLCB made headlines when they issued a ruling indicating that beer distributors could now sell 12-packs of beer.  In the wake of that decision, many beer distributors and breweries were scrambling to make changes to their packaging systems in order to comply with the PLCB’s ruling.  On Wednesday, the PLCB further expanded that ruling and indicated that distributors can break up cases of beer in order to sell them as 12-packs.  This is a significant reversal of their decision earlier this month and paves the way for 12-packs of beer to be immediately available in nearly all distributors.

The next question will be how distributors use this opportunity to market 12-packs, and whether consumers are interested in purchasing them at a distributor.

Aaron Zeamer is an attorney at Russell, Krafft & Gruber, LLP, in Lancaster, Pennsylvania. He received his law degree from Widener University and practices in a variety of areas including Business Law and Liquor License matters.