Fighting Over Where to Fight: N.Y. Court Orders Distributor to Halt its Australian Suit

By Jerry Meek (January 24, 2016) It is common for distribution agreements to have both choice of law and choice of forum clauses. Through a choice of law clause, the parties agree that the contract will be interpreted – and usually any dispute decided – under the laws of a particular State or country. Through […]

Is a Distribution Agreement Simply a Sales Agreement?

By Jerry Meek (January 19, 2016) Is the relationship between manufacturer and distributor simply that of seller and buyer? Should this relationship be governed by the same legal rules governing ordinary sales transactions? In the recent case of Precision Indus. Equip. v. IPC Eagle, 14-3222 (E.D. Pa. January 14, 2016), the plaintiff entered into an […]

When is a Distributor a Franchisee?

By Jerry Meek (January 16, 2016) The typical distributor enjoys few statutory protections against termination by a manufacturer. Unless the relationship is for the distribution of one of several traditionally protected products – notably alcohol, motor vehicles, or farm, industrial, construction, or outdoor power equipment – the distributor’s only defense to termination may be the […]

New Hampshire Dealer Protection Law Survives Constitutional Attack

By Jerry Meek (January 15, 2016) In 2013, New Hampshire repealed its existing heavy equipment dealer protection statute and expanded its motor vehicle dealer protection statute to include within the definition of a “motor vehicle” certain farm, utility, industrial, and construction equipment. The net effect was to expand the protections afforded to heavy equipment dealers […]

Manufacturer as its Distributor’s Fiduciary

By Jerry Meek (January 14, 2016) When one party places its faith, confidence, and trust in another, with the expectation that the latter will act for its benefit, the law typically imposes upon the latter a duty to act for the benefit of the former, with loyalty and pursuant to a higher duty of care. […]

Beware How You Scare – How a “Scare Tactic” Became an Inadvertent Termination of a Distribution Agreement

By Jerry Meek (June 26, 2015) In Luv N Care, Ltd. v. Angel Juvenile Products, 3:11-1878 (W.D. La. June 8, 2015), Plaintiff Luv N Care, Ltd. entered into two five-year distribution agreements with the Defendants, giving the Defendants exclusive rights to distribute the Luv N Care’s line of infant care products in China and Taiwan. […]

N.C. Appeals Court Adopts New Standard for Determining if a Franchise Agreement’s Non-Competition Clause is Enforceable

By Jerry Meek (August 9, 2013) Is a non-competition provision in a franchise agreement similar to a non-compete between employer and employee or to one between the seller and buyer of a business?  According to the North Carolina Court of Appeals, it is both.  The “hybrid” nature of such provisions when used in a franchise […]

What’s there to celebrate about tax day?

By Jerry Meek  (April 12, 2013) This year, Americans will file an estimated 140 million federal tax returns.  Dreading the process, many of us wait until the very last day – April 15th – to file.  But could there be cause to celebrate on tax day? In fact, there is.  That’s because with each passing […]

Should your business be an S-corp or an LLC?

By Jerry Meek If you’ve decided not to establish a C-corporation, chances are you are considering either an S-corporation or a Limited Liability Company (or LLC) as the alternative.  Technically, S-corporation status is a federal tax status, while an LLC is a type of legal entity created under state corporate law.  But, as a practical […]

Does your business have an IRS compliant employee reimbursement policy?

By Jerry Meek Employees are typically reimbursed when they pay or incur expenses on behalf of their employer.  But, unless those reimbursements are made in compliance with federal regulations, they are treated as wages to the employee.  The consequences for both employer and employee can be crushing:  the employer may owe payroll taxes on the […]