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As a small business owner, you likely view your enterprise as not just a short-term economic venture but rather a legacy built on hard work, trust, and values. However, you can’t have much of a legacy without planning for a future without you.  Most family-owned businesses lack a formal succession plan. The reasons are not surprising:  creating a succession plan requires having difficult discussions around emotionally fraught family dynamics:   Should your son or daughter be groomed to take over the helm, or should it be a non-family member? Should you just sell and split the proceeds? What if the company you founded and devoted your life to building goes in a different direction once you retire?   These are difficult questions that make the topic of succession planning can be daunting. However, establishing a solid succession plan is crucial not only for the longevity of your business but also for the well-being of your family.   Here are seven essential questions to ask yourself to guide your succession planning journey:   1. What Are My Long-Term Goals for the Business?   Begin by considering your vision for the future of your business. Do you wish to keep it within the family, sell it, or perhaps merge with another company? Do you want to continue having a “say so” in how the company is run after you’re no longer involved day-to-day?  Where do you want the business to be in 5, 10 or 20 years from now?  Clarifying your long-term goals will provide direction for your succession plan and help ensure that your wishes are met.   2. Am I Prepared to Let Go?   From our point of view, this is the most important question every business owner must answer.  Succession planning requires a willingness to step back and allow your successor to flourish. If you’re not willing, why not?  Do you have “control issues?”  Do you lack confidence in the next generation’s abilities?  Is your self-worth too closely associated with your role as the boss?  Perhaps you have no plan for life after running your business.  Hall of Fame coach Chuck Noll once said:  "Gentlemen, welcome to the NFL, you are now being paid to play, football is your profession. But I can tell you it is not your life. You can't let it be. Part of my job is to help you find your life's work.”   What’s your “life’s work” after business?  Reflect on how this may impact you personally and what support you might need during this transition.   3.  Who in My Family is Interested and Capable?   Evaluate your family members' aspirations and qualifications. Are there potential successors among your children or extended family who are both interested in taking over and equipped with the necessary skills? If they don’t have the skills now, are you ready and able to mentor them prior to handing over the reins?  Are there some members of the next generation who should be managers and some who just own shares? It’s important to involve them in this discussion early to gauge their interest and capacity to lead.   4. What Legal and Financial Considerations Should I Address?   Succession planning isn’t just about identifying who will take over; it also involves legal and financial ramifications. Have you consulted an attorney or financial advisor to discuss estate planning, tax implications, and the transfer of ownership? Consider seeking expert help to navigate potential pitfalls.   5.  Is selling the family business the right thing to do?   This is a very personal choice — and it involves much more than emotions, succession issues, and the hurt feelings of the younger generations. There are estate planning, tax planning, and retirement planning issues to consider. And then there is your own emotional attachment to the company. Are you ready to let go of this amazing thing you built over a lifetime?   6.  Who might want to buy my business?   Exiting from the business by selling to a strategic partner , non-family employees, or an investor like a private equity fund is doable. Depending on your goals, some buyers will take full control, buying you out, while others might take a minority interest or provide ongoing dividends to you and your family.   An exit plan that involves sale or merger requires a high level of organization and may entail investing in improvements to make the business and its assets appealing to a buyer.   Family business owners should start preparing for sale now, even if a potential exit is years down the road. Owners want to sell the business for a price that allows them to reap the reward for all of the hard work, time, money, and sacrifices they have invested into building that company.  But the reality is that buyers often find issues that push down the purchase price.   7. Have I Communicated My Plans with Key Stakeholders?   Communication is key in a family business environment. Have you shared your thoughts about succession plans with family members, key employees and important customers? You should not assume that your ideal plan for your business is also your family’s plan.  Perhaps the person who you’d choose to take over would not want that role.  Their input can provide valuable insights on the direction you take your planning and help mitigate disruptions during the transition.   Succession planning for a family business is a nuanced and often sensitive process. By thoughtfully addressing these important questions, you can create a roadmap that not only ensures the continued success of your enterprise but also upholds your family’s values and legacy. It should also not be rushed. Consider establishing a timeline for transitioning leadership . This could range from a gradual transfer of responsibilities to a defined handover date.   If you have further questions regarding succession planning or wish to discuss your specific situation, feel free to schedule a risk-free meeting with one of our experienced succession planning attorneys . Your family's legacy deserves intentional and strategic management as it moves into the future.

Changing the name of your business can be a pivotal moment in your entrepreneurial journey.  It can also be a royal pain in the butt.  Whether you've purchased another business and are looking to rebrand, expand your services, or simply update your image, selecting and implementing a new name requires careful consideration and strategic planning. We offer this post to guide you through the essential considerations and steps involved in changing your business name.   Why Change Your Business Name? Before diving into the “hows and whats”, let’s consider some common reasons for changing your business name: 1. Brand Refresh A new name can breathe life into your brand , reflecting updated company values or a shift in market focus.  However, if you’ve purchased an existing business, do not discount the potential name recognition of that business and the goodwill associated with it. 2. Legal Issues You may need to change your name due to trademark conflicts or other legal concerns. 3. Expansion If your business is growing beyond its original scope or products or services, a new name can more accurately depict your offerings. 4. Mergers and Acquisition Partners might decide to consolidate their identities, necessitating a name change. Considerations Before Changing Your Business Name Changing your business name isn’t just about coming up with something catchy. Here are some key points to consider:   1. Market Research Understand the sentiments of your customers. Surveys and feedback can provide insights into possible name changes and establish a connection with your brand. Analyze competitor names in your industry to ensure your new name stands out. Avoid hard to spell names. Keep is simple.  Don’t confuse your customers.   2. Legal Implications Ensure the new name is not already in use or trademarked by another entity by conducting a thorough search through the United States Patent and Trademark Office (USPTO) database and the internet. Consider registering your new business name as a trademark to protect your brand from infringement.  Not all names can be trademarked.  Good names are typically short, easy to spell, likeable, have unique fonts or capitalization and have a strong link to what your business is about.  Avoid names with a city or geographic region – these will be less likely to be accepted for trademark.       3. Domain Availability Secure an appropriate domain name that matches or closely resembles your new business name for online presence and branding.  Think about how easy it is to use in a website or email address.  You can check availability at whois .    Check social media platforms to see if your desired usernames are available.   4. Impact on Branding Consider how the new name fits into your existing marketing strategy and visual branding elements like logos, color schemes, and overall identity. Does the name convey some meaning?  Can people instantly get what your business is about? Think about the long-term implications for your brand. Will it still resonate with your target audience in five years?   Steps to Change Your Business Name Once you’ve thoroughly evaluated your decision, follow these steps to implement a name change in Pennsylvania:   1. Choose Your New Name Finalize the new business name, ensuring it is distinct and complies with Pennsylvania’s naming regulations (i.e., avoiding restricted words).   2. Check Name Availability Search the Pennsylvania Department of State’s business name database  to see whether your desired name has been registered by another company.  Please note that this search does not guarantee that your name is available.  You’ll only know for certain once you file the registration paperwork with the state. Conduct a trademark search to avoid legal issues down the line.   3. Update Business Registration File a Certificate of Amendment with the Pennsylvania Department of State if you are a registered entity (LLC, Corporation, etc.). This amendment will officially change your business name.  You do this by logging in to your account  with the Department, selecting amendment and completing the Certificate of Amendment form.  File a Changes Docketing Statement  with the Department as well.    4. Notify the IRS Update your business name with the IRS using Form 8822-B if your business is registered as a separate entity (like an LLC or corporation).   5. Update Licenses and Permits Check with any local or state agencies for any licenses, permits, or registrations that may need updates because of the name change.   6. Revise Contracts and Legal Documents Review and update contracts, customer agreements, employee handbooks, and any legal documents to reflect your new name.   7.  Update Your Online Profiles Log in and update your business accounts with social media platforms, including your Google listing.  Sometimes, this may require verification of your name change and the process can take some time before its actually effectuated and visible online.    8.  Communicate with Stakeholders Notify employees, customers, suppliers, and any other stakeholders about the name change well in advance. Share the news through press releases, social media, and email newsletters to ensure everyone is informed.   9. Implement a Marketing Strategy Launch a marketing campaign to introduce your new name! Let customers know about the change and what it means for them.   10. Monitor and Adjust After the transition, monitor the public’s response to the name change. Be open to feedback and willing to make adjustments as necessary.   Changing your business name can open new doors and breathe fresh energy into your brand. However, it requires careful planning and strategic execution to ensure the transition is smooth and successful. By following the steps and considerations outlined above, you can navigate the complexities of a name change with confidence.   If you have any questions about the legal implications of changing your business name or need assistance with the registration process in Pennsylvania, don’t hesitate to reach out. Our experienced business attorneys are here to help. Your brand’s next chapter awaits! Read: How to Choose the Perfect Name for Your Business

As a home improvement contractor in Pennsylvania, it is crucial that your customer agreements comply with the Home Improvement Consumer Protection Act  (HICPA). By adhering to this law, you not only protect your business but also provide transparency and security to your customers.   Established to safeguard consumers during home improvement projects, HICPA sets forth specific guidelines that contractors must follow in their agreements with customers. Failure to comply with these provisions can not only render your contract unenforceable but also give your customers the right to rescind the contract even after the work has been completed.   HICPA applies to most home improvement work at a residential dwelling, whether the work occurs inside or outside the home.  Home renovations, new roofs, window replacements as well as pool projects, patios/decks, sheds and new driveways are all projects that fall within the purview of HICPA.    Here are the major provisions that must be included in your customer agreements to comply with HICPA:   1. Contractor's Information Your customer agreement should clearly outline your business name, address (PO box doesn’t count), phone number, and Pennsylvania contractor registration number. This information establishes credibility and ensures that clients have a way to reach you.  If you plan to use subcontractors on the job, their information must also be disclosed.   2. Project Details The contract must include a detailed description of the scope of the project, including materials to be used, work to be performed, and project timelines. It should also state that changes cannot be made to the scope of work without a written change order. This prevents misunderstandings and sets clear expectations for both parties.  It must also state the approximate starting date and completion date (failure to timely complete projects is a very  frequent customer complaint).   3. Total Cost Provide a breakdown of the total cost of the project, including labor, materials, taxes, and any additional fees. Transparency in pricing is essential for building trust with clients and avoiding disputes over payment.    4. Payment Schedule Outline the payment schedule in the agreement, specifying the amount due at each stage of the project. HICPA prohibits contractors from accepting more than one-third of the total contract price as a down payment, plus the cost of any special order materials.  Special order materials are any material, product or equipment that is not a stock item and must be specially ordered and produced or processed for the contractor for a specific home improvement contract.    5. Cancellation Rights Include information on the customer's right to cancel the contract within three business days without penalty. If you fail to give this notice, the “clock” for the 3-day deadline to rescind does not start to run.  Your customer can literally rescind the contract at any stage of the project and potentially be entitled to a refund of a portion or all amounts paid to date.  That comes as a shock to unsuspecting contractors who have disputes with savvy homeowners.    6. Consumer Protection Information Your contract must also include the toll-free number of the Pennsylvania Bureau of Consumer Protection;   In compliance with HICPA, contractors must include a notice informing customers of their rights and responsibilities regarding mechanic's liens. This notice serves to educate clients on the potential legal implications of non-payment.   Your Job Estimate Form is not Good Enough   If you are using some form of job estimate form  as your contract, you are NOT in compliance with HICPA.  Any violation of HICPA constitutes a violation of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, which provides for the potential recovery of three times the consumer’s actual damages and attorneys’ fees.  The Act also creates criminal penalties for home improvement fraud, making a violation a potential felony or misdemeanor, and includes a penalty enhancement for home improvement fraud committed against persons 60 years or older.   By incorporating these key provisions into your customer agreements, you not only ensure compliance with HICPA but also demonstrate professionalism and integrity in your business practices. These are only the provisions required by HICPA.  A well-drafted agreement would also include provisions relating to warranties, mechanics liens rights, dispute resolution, interest on unpaid balances, arbitration provisions, limitation of liability and other provisions.  Remember, a well-drafted contract is not just a legal requirement but also a valuable tool for building positive relationships with your clients and protecting your business.   What You Cannot Include in Your Contract   HICPA also details provisions that contracts cannot include in their agreements.  Clauses that waive safety or building code requirements, waive the right to a jury trial, waive of homeowner rights to assert defenses to claims relating to the contract, awards of attorneys fees in the even of default and waivers of the HICPA act are voidable by the homeowner.    If you have any questions or need assistance in reviewing your customer agreements for compliance with HICPA, don't hesitate to consult with the experienced business attorneys at Fiffik Law Group. We can provide you with a fully compliant contract for a reasonable flat fee.  Ensuring that your contracts meet the legal standards set forth by HICPA is crucial for the success and reputation of your home improvement business.  Stay compliant, stay protected, and keep improving homes with confidence!

As estate planning and elder law attorneys, we encounter many caregivers . Roughly 80% of caregiving is provided by family members. Caregiving is an incredibly rewarding role, but it can also be physically and emotionally draining. It takes a toll on marriages, careers, personal interests and health.  Caregiver burnout is a very real issue that can affect anyone who is responsible for the care of a loved one.   Avoiding Caregiver Burnout   1. Set Realistic Expectations It’s important to remember that you are only human and you can only do so much. Setting realistic expectations for yourself and the care you provide can help prevent feelings of overwhelm and exhaustion. Remember, it’s okay to ask for help.  Here’s your script:  “I need some support caring for Mom.  Can you take her to her weekly doctor’s appointment?”   2. Take Breaks Caregiving can be a round-the-clock responsibility, but it’s essential to take breaks to rest and recharge. Even short breaks throughout the day can make a big difference in your overall well-being.   3. Prioritize Self-care Caregivers often focus so much on caring for others that they neglect their own needs. Make self-care a priority by engaging in activities that bring you joy and relaxation, whether it’s reading a book, taking a walk, or practicing meditation.   4. Seek Support You are not alone in this journey. Reach out to friends, family members, or support groups for emotional support and practical assistance. Having someone to be your sounding board can relieve your stress and provide a good “check” for you if you’re doing too much.  Connecting with others who understand what you are going through can provide valuable comfort and guidance.  Our friends at Hope Grows  can provide you with great support.   5. Maintain Boundaries It’s important to set boundaries with both the person you are caring for and with yourself. Feeling guilty for taking time for yourself is common among caregivers, but remember that your well-being is just as important as the care you provide.   6. Stay Organized Keeping track of appointments, medications, and important information can help alleviate some of the stress associated with caregiving. Consider using a planner or organizer to stay on top of responsibilities.   7. Find a Care Partner Have a care partner from the beginning who can be another family member, friend or paid in-home care companion.  Allow this person to be Mom or Dad’s visitor or caregiver at least once weekly.   Family Caregiver Contract   Sometimes the caregiver retires early or takes a hiatus from working to care for a parent.  This can negatively impact the caregiver’s savings and retirement funding.  In order to help the family caregiver, many families design a way to pay the caregiver from the parent’s estate or assets.  This is entirely appropriate – there’s nothing in the law that prevents this.  However, it must be documented properly to avoid any problems in the event the parent must apply for medical assistance in the future.  If your parent is eligible for medical assistance already, there may be rules that prevent the caregiver from being paid and also serving as the parents agent under a power of attorney.    To help you and your family avoid misunderstandings, the experienced elder law attorneys at Fiffik Law Group can help create a contract at any time during the caregiving arrangement .  The contract should clearly state the caregiver’s duties, schedule, respite time and wages.  Ideally everyone in the family understands and agrees on the arrangements.    Caregiving is a challenging but meaningful role. By implementing these practical suggestions and prioritizing your own well-being, you can avoid caregiver burnout and continue to provide the best care possible for your loved one. Remember, taking care of yourself is not selfish – it’s necessary for being able to care for others effectively.

Is a driver always at fault in a pedestrian accident? The short answer is no. As with any car accident , there are lots of factors that determine who or what caused the collision. It’s a common misunderstanding that pedestrians always have the right of way in Pennsylvania. It’s true that drivers have a duty to exercise reasonable care, keep a proper lookout, and pay attention to their surroundings to avoid harming another person or another person’s property while driving. According to state law, pedestrians do have the right of way in marked crosswalks Do Pedestrians Have the Right-of-Way in Pennsylvania? …It’s complicated, but, yes , drivers typically must yield to pedestrians. Here is a Selection of Pedestrian Rules: Right-of-Way of Pedestrians in Crosswalks – Pedestrians have the right-of-way in marked or unmarked crosswalks at intersections and marked crosswalks at mid-block locations/trail crossings. The pedestrian must be “IN” the crosswalk. In other words, at least one foot off the curb with intent to cross the street. What’s a Crosswalk ? Exercise of Care by Pedestrian – Pedestrians must give motorists and bicyclists enough time and distance to yield without needing to make an emergency maneuver. Pedestrians cannot “dart out” into oncoming traffic. Crossing at Signalized Intersections – At signalized intersections, pedestrians should cross only with a pedestrian “Walk” signal, or in its absence, in a parallel direction to a green light (meaning a red light controls traffic in the lanes being crossed by the pedestrian); in both cases having the right-of-way over vehicles turning into the lane being crossed by the pedestrian. Pedestrians Crossing Not at Crosswalks – Pedestrians may cross between intersections without a mid-block crosswalk, but they do not have the right-of-way. Pedestrians may not cross between adjacent signalized intersections in urban districts (“jaywalking”). Driveways and Alleys are treated as crosswalks. The driver of a vehicle emerging from or entering a driveway must yield the right-of-way to any pedestrian approaching on any sidewalk extending across the driveway. When is a Pedestrian At Fault? There are rarely any hard and fast “always” or “never” situations. Generally speaking, there are some things a pedestrian is prohibited from doing: Suddenly leaving a curb or other place of safety and either walking or running into the path of a vehicle that is so close that it is impossible for the driver of the vehicle to yield to the pedestrian. When sidewalks are provided, it is unlawful for pedestrians to walk along and upon an adjacent highway. A pedestrian cannot cross an interstate highway, except in the case of an emergency. Even still, vehicle drivers are required by law to exercise due care to avoid colliding with any pedestrian upon any roadway and shall give warning by sounding the horn when necessary. As such, there is a higher duty of care required of vehicle drivers than pedestrians. Depending on the situation, even if a pedestrian failed to follow the rules governing pedestrians, a driver could be found to be at fault for the accident for failing to exercise “due care." Fiffik Law Group represents victims of pedestrian accidents involving vehicles.  Our attorneys are dedicated to providing clients and their families with passionate representation in court. We use every available resource at our disposal to get maximum compensation for our clients at trial or in a settlement. Nothing is more important to us than our clients. From the moment you contact our office, you are treated with the personal attention and respect you deserve.  Contact us for a free consultation about your case.

There are two common ways to buy a business: a stock purchase or an asset purchase: In a stock purchase , you buy the company (whether a corporation or limited liability company) that owns and operates the business.  Owners sell you their stock (or membership interests as the case may be).  Once you own the stock, you own the company and the business that it operates along with all the assets owned by the company. You also take the company with its debts and potential liabilities, including tax obligations.    In an asset purchase , instead of purchasing the company, the buyer purchases only the assets used or associated with the business.  This typically includes real estate, equipment, inventory, intangible assets (websites, trademarks, customer lists) and the company’s rights to its existing contracts.  The primary benefit of an asset purchase vs. a stock purchase is that since assets only are being transferred, the debts and liabilities say with the selling company and do not pass to the buyer.     When purchasing a business, there are ten steps in the typical transaction:   1. Select a Business   Buying an existing business is a great way to leapfrog past all the costs and risks of starting a new business from scratch.  Ideally, you’ll select a business that matches your passions and skill set.  By identifying clear criteria and focusing on essential fundamentals from the outset, buyers can efficiently narrow down their search to businesses that align with their objectives. This targeted approach not only saves time but also minimizes frustration by eliminating unsuitable options early in the process.    2. Sign a Non-Disclosure Agreement   You may be required to sign an NDA before receiving information regarding a company that is for sale.  This is common for companies being offered for sale by business brokers. Confidentiality is often essential to the sale of a business.  The process requires owners to reveal sensitive information about the business such as tax returns, profit & loss reports and employee information. Maintaining the confidentiality of any part of the proposed transaction is essential to avoiding disruptions in the business.    3. Arrange Financing   Most business purchases will involve a funding source of some kind – rarely are buyers able to finance the entire purchase with their own resources.  We strongly recommend interviewing lenders before you begin the search process to preliminarily assess your creditworthiness.  You may want to ask whether the lender can originate Small Business Administration loans.  The lender can also tell you what to expect during the loan approval process.  Understanding the likely timeline from loan application to approval is very important.  The lender can also be a valuable partner in your assessment of the target company’s financial data and prospects for profitability.    4. Submit a Letter of Intent   A Letter of Intent (LOI) or a term sheet should be used to memorialize the initial negotiations, which significantly and efficiently helps move the transaction along. The core terms of the transaction, such as the purchase price, financing terms, and time deadlines, are included in the LOI. The LOI, however, is typically non-binding, which means that either party retains the right to walk away from the transaction. The LOI can also provide a period during which the seller cannot accept competing offers.  While non-binding, the LOI is still very useful because it requires the parties to come to terms on the important aspects of the transaction. The more that is laid out and agreed to in the LOI, the quicker the next stage of the transaction will go.   5. Sign a Purchase Agreement   Once the core terms of the proposed transaction are agreed upon in the LOI, then it is time to move on to the purchase agreement. The purchase agreement is a binding contract that will be significantly more extensive than the LOI since it contains all the terms of the purchase. After the LOI is signed, there is usually a period between ten to thirty days during which the parties negotiate and agree upon a purchase agreement.    In addition to the core terms covered in the LOI, matters such as due diligence items and procedures, warrants and representations, indemnification, closing procedures, conditions required for closing, dispute resolution, and confidentiality. Most importantly, the agreement will set forth a timeline from the date the agreement is signed to the proposed closing date.  There will be many important mile markers along the timeline relating to certain aspects of the transaction process.  A typical timeline is 60 to 180 days.  Deals involving real estate or approvals of non-parties (such as landlord with assumed leases and franchisors with franchise assignments) will usually be on the longer side of that timeline.  Since the purchase agreement is binding on the parties once executed, a party would be in breach of contract should the party attempt to walk away from the transaction. In that case, the non-breaching party may be entitled to monetary damages, as well as the right to force the other party to proceed with the transaction.    6. Form Acquiring Business Entity   Buyers usually want to form a business entity of their own to purchase the assets or stock.  We usually recommend waiting until the purchase agreement is signed to incur the expense of forming this purchasing entity.  The formation process varies by state and time of the year but usually takes ten days to two weeks.  If the buyer has multiple investors, this process can take a little longer for the terms of the operating agreement to be worked out among multiple people.      7. Conduct Due Diligence   Once the purchase agreement is executed the due diligence period will begin. Due diligence gives the buyer the opportunity to verify information about the business being acquired by reviewing the business’ financial records, contracts, assets, physical locations, employment records and any other information that is important to the buyer. The seller will be required to deliver certain documents and information to the buyer.  The buyer will review those documents and inspect the physical location of the business.  If a lender is involved, an appraisal of the business assets or real estate will likely be required and this takes every bit of a month or more.  During the due diligence, the buyer typically has the opportunity to walk away from the deal without any penalty and for any reason. During the due diligence period it is also prudent to begin working on any third-party approvals that are necessary for the transaction, such as minority owners, landlords, mortgagors, local governmental permits needed to operate the business (especially for restaurants) secured creditors, or franchisors.  The period reserved for due diligence is usually between 30 to 60 days and sometimes the parties negotiate extensions of that time period.   8. Revise Purchase Agreement Terms   Sometimes information discovered during due diligence causes the buyer to reevaluate the proposed transaction terms.  Defects in the real estate, undisclosed liabilities (such as unpaid taxes) and misstated financial reports are among many factors that can lead to an adjustment in terms of the deal.  This does not always happen but it is not unusual.       9. Close the Transaction   The closing finishes the transaction and officially transfers ownership of the business (or assets) from the seller to the buyer. The buyer will pay the purchase price, and the seller will execute any documents necessary to effectuate the transfer. In the case of an equity purchase, the seller will assign the shares or membership interests; and in the case of an asset purchase, the seller will execute assignments for intangible property, bills of sale for tangible property, and deeds for real property. Also, key personnel of the seller may also be required to execute post-closing restrictive covenants, such as a non-compete or confidentiality agreement.    In deals involving a lender, the closing is typically triggered by final lender approval.  In the week prior to the closing, deal documents will be finalized and costs or expenses to be prorated will be calculated. A settlement statement will be circulated and once everything is finalized, the documents will be signed.  Very frequently, closings happen online or remotely.  In person closings are becoming less frequent with the advent of electronic signatures.    10. Manage Ownership Transition   Sometimes sellers agree to assist with transition of the business to the buyer.  The post-closing transition process is crucial to success of the business for the buyer and should carefully be considered.  A seller can introduce the new owner to valued customers and vendors; can smooth the transition for existing employees.  There are always unexpected hiccups for buyers unfamiliar with the business the negative impact of which can be mitigated by a seller who agrees to assist for a period of time. Purchasing a business is a complex process with many critical steps. Whether you are considering a stock purchase or an asset purchase, our experienced business attorneys are here to guide you through every stage, from initial selection to managing ownership transition. Contact us today to schedule a consultation and ensure your business acquisition is smooth, efficient, and legally sound.

Emojis are appearing in United States court cases more and more every year. Attorneys and judges are grappling with how to interpret emojis (there are over 3,600 of them!) and adapt them to existing legal principles. Even with the exponential increase in their appearance, many courts have not yet had to deal with them, and there are no court guidelines on how to do so. But when 92 percent of the online population uses emojis and over 10 billion are sent out each day, communications containing emojis are bound to end up in court sooner or later ( Zoom Info ). While some judges have argued to omit emojis as evidence and only examine the words, they are often crucial to the accurate interpretation of communication. One emoji can mean many different things depending on the context. Emojis can also change the meaning of the surrounding text. Here are some of the situations in which emojis can be easily misinterpreted: Emojis Unaccompanied by Text When emojis are used without text, they can be even more easily misinterpreted, according to CNN’s reporting of ABI Research analyst Stephanie Tomsett. Courts need context clues to determine the intended meaning of emojis. Therefore, according to Tomsett, emojis cannot be considered a universal language. Joking/Sarcasm The “I was just joking” defense is a classic one, but it is not get-out-of-jail-free card. It does not apply to threats – you cannot shout, “Fire” in a crowded theater and then avoid consequences by saying, “I was just joking.” Similarly, with emojis, criminals may think adding an emoji to the end of a threatening text message will offer them deniability. While the Supreme Court makes it clear that freedom of speech is not limited to the spoken or written word, there has yet to be a case about the Fist Amendment protection of emojis. Different Appearance on Different Devices Differing personal interpretation of emojis can lead to unintentional miscommunications. In one study , participants rated emojis as positive or negative . For example, some participants reported a grinning face emoji looked “blissfully happy” on Android, but “ready to fight” on iOS. Cultural Interpretations Cultural norms need to be taken into consideration when interpreting emoji usage. For example, the “thumbs up” emoji may be used to show approval in the United States, but in the Middle East, “thumbs up” is considered an offensive gesture. Jargon and Symbolism Even though eggplants and peaches are fruits, they tend to have a different meaning in emoji form. Because of this generally adopted meaning, the use of these emojis in text messages has been successfully presented in sexual harassment cases. In honor of World Emoji Day (inspired by the fact that the calendar emoji shows July 17th) we are sharing a selection of emojis and their meanings as interpreted by a court of law from the Emoji Legal Dictionary . The Emoji Legal Dictionary was written by Leslie Y. Garfield Tenzer and Ashley Cangro and published in the University of Pittsburgh Online Law Review. The moral of the story: emojis are NOT a legal loophole. Think before sending that winking face!

42 million adults in the U.S. have been married more than once. Remarriage is on the rise for Americans ages 55 and older. People who plan to remarry or who already are in a second marriage can face complex estate planning challenges. The individuals usually bring their own assets into the marriage. They may also have children from prior marriages whose inheritances they wish to protect. The discussion can get pretty sticky real quick. Here are 10 of the most important questions to ask for estate planning in a second marriage: 1. When the first of you passes away, what access should the survivor have to the deceased spouse’s assets? 2. Does your spouse know what assets you own or how to access them in case of emergency? This is especially important for your digital assets (online accounts of all kinds). 3. What assets will be left to your respective children? 4. If either of you are divorced or widowed, consider what impact remarriage may have on your right to claim social security benefits on your ex-spouse’s account. You could accidentally give up a lot of money! 5. Which assets will you each continue to own individually versus jointly? 6. Are there any assets that will be retitled in both of your names, such as a your home, vacation home or bank accounts? 7. What should you do, if anything, with beneficiary forms associated with your retirement plan and other investment accounts? 8. Are either of you bringing any debts into the marriage? Who will pay them? 9. Do each of you have a Will or Trust in place that needs to be updated? (the answer is always “yes”). 10. Besides a Will, what other estate planning tools may be necessary, i.e. an advance healthcare directive or power of attorney? Bonus Question: Will you continue working with your current financial advisors or choose a new advisor to help you manage your financial plan together? Asking these kinds of questions can help you each get a sense of one other’s perspective on estate planning. Ideally, you should be having these types of discussions before the marriage takes place to minimize potential conflicts later. This can also help you decide if a prenuptial agreement may be necessary to protect your individual financial interests. But if you’ve already remarried, it may be a good idea to have this discussion sooner, rather than later. The experienced estate planning attorneys at Fiffik Law Group can help facilitate this conversation and suggest an estate plan that will achieve your goals. Contact us to schedule a one-on-one consult with one of our attorneys.

As home devices with cameras proliferate, discussions around privacy and surveillance have become increasingly important. One common concern among homeowners is whether it is legal for a neighbor to point a camera at their house. In Pennsylvania, there are specific laws and regulations in place to protect your privacy rights, including those related to surveillance and monitoring activities.  In Pennsylvania, while there is no legal requirement for neighbors to inform you of their surveillance activities, there are crucial legal considerations regarding privacy and reasonable expectation thereof. Legal Considerations: 1. Reasonable Expectation of Privacy Individuals have a reasonable expectation of privacy within their homes and in areas that are not in “plain sight.” Pennsylvania law generally permits surveillance of areas that are visible from a neighbor's property. This means that if an area or activity can be observed from the neighbor's property without the use of enhanced equipment, such as telescopes or drones, it may be legally surveilled.For example, it may be reasonable for a neighbor to have a camera pointed at your front yard to monitor for package deliveries or visitors. However, aiming a camera directly into your living room window could be seen as an invasion of privacy.   Scary fact:  Philadelphia ranks third in the highest number  of surveillance cameras per 1,000 at 30.73.  2. Audio Recording Pennsylvania is a " two-party consent " state for audio recordings. This means that all persons involved in a conversation must consent to being recorded. This rule extends to conversations occurring on the phone or just between two people face to fact. One exception is recording someone in a public setting where there is no expectation of privacy.  For example, recordings at a public event would not violate this rule.  If your neighbor's surveillance includes audio recording of conversations that you are part of, you could have a strong case for legal action.  It may also be a crime:  recording without consent is a felony offense punishable by fines up to $15,000 and/or up to seven years in prison. 3. Use of Surveillance Footage Even if the surveillance itself is legal, there are restrictions on how the footage can be used. Pennsylvania law prohibits the use of surveillance footage for purposes that violate another person's reasonable expectation of privacy or for any illegal activities, such as harassment or stalking.   Real-Life Scenario: "I have a neighbor who just installed a security system. He has a camera pointed right at my front door and another that gives him a view of my backyard. I really don’t like this. Is there anything I can do about it?"   Steps to Take:   1. Dialogue with Your Neighbor Before involving legal authorities, attempt to have a respectful conversation with your neighbor. They may not be aware of the impact their cameras are having on your privacy, and they might be willing to adjust their surveillance setup or agree on privacy boundaries.  If you cannot reach agreement with your neighbor or they are non-committal on making your requested changes, make it clear to your neighbor that you do not consent to any audio recordings and you should confirm that in writing.  2. Physical Privacy Measures Consider installing fences, planting trees, using blinds or curtains, or installing floodlights to "blind" the cameras and mitigate the impact of surveillance on your privacy. 3. Legal Guidance If communication fails or if you believe your privacy is being unlawfully invaded, consult with an attorney. They can provide you with a clearer understanding of your rights and legal options under Pennsylvania law.   In some cases, a letter from your attorney threatening legal action for invasion of privacy, stalking, or harassment might prompt your neighbor to reposition the cameras to give you more privacy. 4. Further Legal Remedies Depending on the severity of the invasion of privacy, remedies such as filing a lawsuit to seek court order (called an “injunction”) to stop the surveillance or pursuing damages for any harm caused may be an option to explore with your attorney.   Understanding the intricacies of privacy laws in Pennsylvania is crucial for protecting your rights while respecting the boundaries of others. Whether you are concerned about a neighbor's surveillance or considering installing your own security measures, being informed about the legal framework empowers you to navigate these situations effectively.   If you have further questions or concerns regarding privacy laws in Pennsylvania, the experienced attorneys at Fiffik Law Group can provide personalized guidance based on your specific circumstances. Remember, protecting your privacy is important, and knowing your rights is key to ensuring that your home remains a sanctuary of security and solitude.

Selling your home as a For Sale by Owner (FSBO) can be a challenging but rewarding experience. You can save you thousands on real estate agent commissions and stay in control of the process. You save about 3% by foregoing a seller’s agent, and the full 6% commission if you negotiate to not pay the commission for the buyer’s agent. Still, it’s not for the faint of heart.   One of the key aspects of a successful FSBO transaction is being prepared with all the necessary documents and information before listing your home for sale. Here is a comprehensive checklist of essential items to have on hand when selling your own home.   1. Property Disclosure Form In Pennsylvania, sellers are required to provide buyers with a property disclosure form  that discloses known defects and issues with the property. Having a completed property disclosure form available can protect you from future legal disputes with the buyer.   2. CLUE Report “CLUE” is short for Comprehensive Loss Underwriting Exchange (CLUE) Report. A CLUE report   is a comprehensive insurance claims history report that provides information on any insurance claims that have been filed on a particular property. A clean report can make home buyers feel much more comfortable about the condition of your home.    3. Property Survey A property survey shows the boundaries of the property and any structures located on it. Having a recent property survey available can help avoid any disputes over property lines with potential buyers.   4. Home Inspection Report Getting a pre-listing home inspection can help you identify any issues with your property that may need to be addressed before listing it for sale. Having a copy of the inspection report available for interested buyers can build trust and transparency in the transaction.   5. Sales Contract Forms If you’re working with a buyer who is not using a realtor, not having a sales agreement form handy can be a practical impediment to the buyer giving you an offer.  Have standard sales contract forms available to use when negotiating with potential buyers. You can also make sure that the contract terms are more favorable to you.   6. Title Report A title report provides information about the property's ownership history and any existing liens or encumbrances on the property. It is crucial to obtain a title report before listing your home for sale to ensure that the title is clear and marketable.   7. Comparative Market Analysis (CMA) A CMA is a report that provides information on recent sales of comparable properties in your area. Having a CMA available can help you determine the right listing price for your home and attract potential buyers.  You can ask a realtor to prepare a CMA for you.  Some agents charge $100 - $200 for a CMA, but others provide them free to clients who will be using their services to sell their homes. Many agents advertise free CMAs as part of their marketing and will even include CMAs when they mail out fliers to certain subdivisions to drum up business, especially in a hot market. You could also opt to obtain a professional appraisal from a local appraiser. That will be a bit more expensive and might take a longer.   8. Other Documents You May Need Depending on the circumstances, you may need to gather additional documents before listing your home. These may be required in your state or county. Water quality test (if you have a well) Septic system inspection Major repair documentation Notices from agencies such as new tax assessments or re-zoning Trust documents for homes held in a trust Estate settlement documentation if you inherited the home Divorce decree if the home was or is held jointly with an ex-spouse   Be Prepared and Ready to Sell Your Home Knowing how to sell a house by owner for top dollar involves more than following regulations and completing paperwork. It’s wise to invest some of the money you save on real estate commissions into getting your home ready and as appealing as possible. First impressions are everything, and many buyers already have hesitations about buying a FSBO. You don’t want to appear to be unprepared or hiding information.  Having all of the necessary documents makes it easy to strike when the buyer is ready to make an offer. Our experienced real estate attorneys are ready to help you with every step. We assist FSBO sellers on a flat fee basis at a rate far less than the commission that you would pay a realtor. Give us a call and take control of selling your own home!

Pressure ulcers, commonly known as bedsores, are a significant issue in nursing homes, often indicating neglect or inadequate care. If you have loved ones living in a nursing home or assisted living facility, it is crucial to have a comprehensive understanding of your rights and the legal recourse available in cases of pressure ulcers caused or made worse by negligent care. What Are Pressure Ulcers?  Pressure ulcers are injuries to the skin and underlying tissue primarily caused by prolonged pressure on the skin. They most often develop on bony areas of the body such as heels, ankles, hips, and tailbone. They can range in severity from mild reddening of the skin to severe tissue damage that extends into muscle and bone. Causes of Pressure Ulcers in Nursing Homes Immobility : Residents who are bedridden or use wheelchairs are at high risk if not regularly repositioned.  Facilities with inadequate staffing may not be able to reposition your loved one frequently enough to prevent pressure ulcers from developing.   Poor Nutrition and Hydration : Inadequate dietary intake can weaken the skin and underlying tissues, making them more susceptible to pressure ulcers.   Incontinence : Exposure to urine and feces, without timely attention, can increase skin moisture and promote ulcer formation.   Medical Conditions : Conditions such as diabetes and vascular diseases can impair blood flow, increasing the risk of ulcers.   Neglect : Failure of nursing home staff to provide adequate care, such as regular repositioning, skin inspections, and prompt treatment of early signs of pressure ulcers.   Pressure ulcers can be fatal.   The primary concern is the risk for infection.  If a pressure ulcer becomes infected and is not quickly diagnosed, it can lead to sepsis.  Sepsis is a life-threatening medical condition that occurs when the body's response to an infection spirals out of control.  When the body's immune system overreacts to fight the infection, it can also start attacking its own tissues and organs, leading to widespread inflammation, tissue damage, and potentially organ failure. Sepsis requires prompt medical attention and treatment, often with antibiotics and supportive care, to prevent severe complications or even death. Recognizing the Signs of Pressure Ulcers Long-term care residents usually develop pressure ulcers within the first 4 weeks of admission to the senior care facility.  Early detection of pressure ulcers is essential for effective treatment and prevention of further complications. Bedsores have “stages” that can range from very mild with slight redness to the skin to severe where the muscle, fatty tissue and bone are affected. The more serious the bedsore, the higher it's stage .   Stage 1 : Reddened area on the skin that does not turn white when pressed. The skin may feel warm and be either firmer or softer than the surrounding area.   Stage 2 : Shallow open wound or blister with a pink or red base. The area around the wound may be swollen and painful.   Stage 3 : Deep wound exposing fat tissue. The ulcer appears as a crater and may have yellowish dead tissue at the bottom.   Stage 4 : Very deep wound exposing muscle, bone, or tendons. The area may be blackened with dead tissue, and there may be significant pain and infection.   Unstageable : Wound covered by dead tissue (eschar) or a yellowish substance (slough) making it difficult to see the depth.   Suspected Deep Tissue Injury : Purple or maroon localized area of discolored intact skin or blood-filled blister due to damage of underlying tissue.   Regulatory Standards in Pennsylvania  In Pennsylvania, nursing homes are legally obligated to provide a standard of care that ensures residents' safety and well-being, known as their duty of care. A breach of this duty, resulting in harm such as pressure ulcers, can be grounds for a negligence claim. To establish negligence, it must be shown that the nursing home failed to meet the standard of care expected, directly causing the resident's injuries. Pressure ulcers can be a sign of neglect or abuse, and residents or their families may have grounds for a legal claim if they arise due to inadequate care.   Learn more about The Duty of Care to Nursing Home Residents in Pennsylvania   Nursing Home Compliance in Unavoidable Circumstances There may be some instances when a pressure ulcer is not the result of abuse or neglect. If the nursing home can provide documentation that shows they have followed all appropriate care protocols, including regular repositioning, skin inspections, proper nutrition, and hydration, they may not be liable. Pressure ulcers can result from underlying health conditions or advanced age and extreme frailty that make them particularly susceptible. Some may also develop rapidly due to acute medical events or sudden changes in a resident's condition. If a nursing home can demonstrate that the pressure ulcer appeared quickly and that they responded promptly and appropriately to address it, liability may not be applicable.   If a resident has been recently admitted or transferred to the nursing home and arrives with pre-existing pressure ulcers, the facility may not be held responsible for their initial development. However, the nursing home is responsible for providing adequate treatment to manage and heal the ulcers from the time of admission.   Steps to Take if Pressure Ulcers Are Suspected   1. Seek Medical Attention : Ensure the resident receives immediate medical care to address the ulcers and prevent further complications.   2. Document the Evidence : Take photographs of the ulcers, and keep detailed records of the resident’s condition and any relevant communications with the nursing home staff. Medical records, care plans, and witness testimonies are crucial in establishing neglect. Detailed documentation of the resident’s condition and the care provided is essential for building a strong case.   3. Report the Neglect : File a complaint with the Pennsylvania Department of Health . They will investigate the allegations and take appropriate action.   4. Consult a Lawyer : Contact a law firm  specializing in nursing home abuse and neglect  to discuss the case and explore legal options.  Our experienced team of injury attorneys can help you understand your rights.    Compensation and Damages  Victims of nursing home neglect may be entitled to compensation for:   Medical Expenses : Costs associated with treating the pressure ulcers and any related health issues.   Pain and Suffering : Compensation for the physical pain and emotional distress caused by the pressure ulcers.   Other Related Costs : This can include additional care costs, rehabilitation, or relocation to another facility.   Punitive Damages: In  severe cases, punitive damages may also be awarded to deter future misconduct by the nursing home.    Pressure ulcers in nursing homes are often preventable and indicative of substandard care. In Pennsylvania, legal avenues exist to hold nursing homes accountable for neglect that leads to these painful and potentially life-threatening injuries. If you suspect a loved one is suffering from pressure ulcers due to nursing home neglect, seeking legal advice is essential to protect their rights and ensure they receive the care and compensation they deserve.   For more information or to discuss a potential claim, contact our law firm today. We are committed to advocating for the rights of nursing home residents and ensuring they receive the quality care they are entitled to by law.

Here are the key dates and deadlines that home improvement contractors should be aware of when filing a mechanics lien in Pennsylvania. 1. Prefiling before Construction All potential lien claimants may need to file a Notice of Furnishing within 45 days after first supplying labor or material, if the project cost is over one and a half million dollars ($1,500,000) and the owner has filed a Notice of Commencement . 2. Timeline for Filing a Mechanics Lien In Pennsylvania, a general contractor must file a mechanics lien within six months from the date the work was completed or the materials were supplied. Subcontractors must file within four months from the same date. It is important to accurately determine the completion date of the work to avoid missing the deadline. 3. Notice of Intent to File a Lien Before filing a mechanics lien, Pennsylvania law requires that a subcontractor send a Notice of Intent to File a Lien to the property owner at least 30 days before filing the lien. This notice provides the property owner with an opportunity to address any payment issues before a lien is filed. The formal notice does not extend the deadline for filing the lien. 4. Verification of Lien Claim When filing a mechanics lien in Pennsylvania, the claim must be verified by the person filing it or someone on their behalf. The verification should attest to the accuracy of the claim and the amount owed. 5. Service of Lien Claim After filing the mechanics lien with the appropriate county office, an affidavit of service then must be filed with the court within 20 days after service of the written notice on the owner. Failure to properly serve the lien claim can result in the lien being deemed invalid.  6. Enforcement of Mechanics Lien If payment is still not received after filing a mechanics lien, the contractor must enforce by filing a lawsuit within two years of Lien Claim filing or the lien will no longer be valid. Understanding these important dates and deadlines is essential for home improvement contractors looking to protect their right to payment through filing a mechanics lien in Pennsylvania. It is strongly recommended to consult with a knowledgeable construction law attorney to ensure compliance with the legal requirements and to navigate any potential challenges that may arise during the process.