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Honesty Is Fundamentally the Best Policy
The Superior Court of Pennsylvania recently delivered good news for franchisors and their counsel, as it expressly held 'that there are circumstances where the nature of the breach permits the aggrieved party to immediately terminate the contract despite a 'cure' provision where a franchisee commits grievous acts of dishonest conduct.' In LJL Transp., Inc. v. Pilot Air Freight Corp., __ A2.d __, 2006 PA Super 176, 2006 WL 1977508 (Pa. Super, Pa. July 17, 2006) (No. 2068 EDA 2005), Judge Richard B. Klein, with Judge Maureen Lally-Green concurring, authored the opinion affirming a Northampton County trial court's order denying the franchisee's motion for summary judgment and granting the franchisor's cross-motion for summary judgment.
As recognized by the trial court, the case was one of first impression in Pennsylvania. At issue was an examination of the propriety of a franchise termination arising out of a franchisee's demonstrated and admitted lack of honesty. The facts are simple. Franchisor, Pilot Air Freight Corporation ('Pilot'), terminated its Lehigh Valley and Harrisburg, PA, franchisee's franchise agreement without affording the franchisee an opportunity to cure pursuant to the agreement's 90-day cure provision. Pilot stated that its reasons for terminating the franchise were that the franchisee: 1) improperly shipped products through third-party affiliated entities of the franchisee, ie, other than Pilot, and 2) failed to disclose those shipments and payments to Pilot.
The franchisee countered that the termination was improper because it was deprived of an absolute right: the opportunity to cure pursuant to the franchise agreement's 90-day cure provision. Additionally, the franchisee argued that the absolute right to cure ' irrespective of the type of breach at issue ' meant that, under the circumstances of the case, the franchisee should have been given the opportunity to make payment of royalties on the shipments that were improperly diverted.
Yachts, Jets, Horses & Hooch: Specialized Commercial Leasing Models
Defining commercial real estate asset class is essentially a property explaining how it identifies — not necessarily what its original intention was or what others think it ought to be. This article discusses, from a general issue-spot and contextual analysis perspective, how lawyers ought to think about specialized leasing formats and the regulatory backdrops that may inform what the documentation needs to contain for compliance purposes.
Hyperlinked Documents: The Latest e-Discovery Challenge
As courts and discovery experts debate whether hyperlinked content should be treated the same as traditional attachments, legal practitioners are grappling with the technical and legal complexities of collecting, analyzing and reviewing these documents in real-world cases.
Identifying Your Practice's Differentiator
How to Convey Your Merits In a Way That Earns Trust, Clients and Distinctions Just as no two individuals have the exact same face, no two lawyers practice in their respective fields or serve clients in the exact same way. Think of this as a "Unique Value Proposition." Internal consideration about what you uniquely bring to your clients, colleagues, firm and industry can provide untold benefits for your law practice.
Risks and Ad Fraud Protection In Digital Advertising
The ever-evolving digital marketing landscape, coupled with the industry-wide adoption of programmatic advertising, poses a significant threat to the effectiveness and integrity of digital advertising campaigns. This article explores various risks to digital advertising from pixel stuffing and ad stacking to domain spoofing and bots. It will also explore what should be done to ensure ad fraud protection and improve effectiveness.
Turning Business Development Plans Into Reality
This article offers practical insights and best practices to navigate the path from roadmap to rainmaking, ensuring your business development efforts are not just sporadic bursts of activity, but an integrated part of your daily success.