Amid COVID-19, Are Business Law Matters Moving Forward?

As COVID-19 unleashed a health crisis on an international scale, an economic crisis has also occurred and has impacted every single Californian/American. While COVID-19’s stay-at-home orders and social distancing requirements are still in place in Southern California, questions concerning legal matters have continued well through March, April, and May, 2020. These are some of the most frequently asked questions:

Question: Are business law matters moving forward?

Answer: Yes, absolutely. Here are a few issues and matters that have come across our desks the last few months:

  • I’m opening up a new business, can you help me with the formation process and starting that up?
  • I’m in need of a loan, can you help review my promissory note?
  • I need help navigating the Payment Protection Program (PPP). Can you assist in helping how to maximize this opportunity?
  • My business will need to temporarily close due to COVID-19. What do I need to get in place in order to do this while limiting liability?
  • I’m merging my business and its resources with another local business, can you help with the paperwork involved?
  • Operations have impacted our business only a little, we need help navigating new additional requirements from regulating agencies involved in our industry.
  • My business is still closed but I need to get a few contracts in order, can those be ready in a week or two?
  • My business partner has died and we had no business succession planning in place, the spouse and I need help determining what happens to the business partner’s share
  • I’m looking to secure a business succession plan and have no idea where to start. In case I die, I want my children to inherit the business and if they don’t want it, look for a buyer. Can you help?
  • I don’t know that my operations will make it beyond COVID-19. Can you help assess our business and provide some guidance as to how to either proceed or close our doors.
  • I’d like to file a suit against a non-paying customer and understand the court’s are closed. What are my options?
  • An employee has filed unemployment, but I let him go because he was a bad apple. Is there a way to restrict benefits?
  • During this downtime I have really ramped up my marketing and creating a brand. Can you help protect that and get things in order so that when business re-opens I can have things protected and in place?
  • My commercial landlord is not providing rent relief during COVID-19. What can I do?
  • I operate in a business focused primarily in social gatherings. How can I minimize my losses and adjust to this new normal?

Clearly these are paraphrased but this is a brief, incomplete list of the legal inquiries that have come through this law firm amid COVID-19. For some business owners, it has been a matter of adjusting their operations to new areas of work or entirely new industries. For others, it is business as usual, just slightly delayed or altered.  If you need help with business matters, call in and let’s determine how this office can help.

Document Review: Have Your Contract Reviewed For Specific Terms

A client of mine in in the City and County of San Francisco California called in to my office because he had just landed a new independent contractor gig in a nationally recognized technology company in the Bay area. As part of the new position he was tasked with the job of creating manuals for several internal operations and procedures. As with all other employment arrangements, following the grueling multi-step interview process he was issued an independent contractor agreement. Familiar with independent contractor agreements and arrangement requirements, he asked me to decipher the document full of legalese into plain English.

Upon his initial review of the document, he wasn’t bothered by the terms described within the 10-page agreement. The terms were short and reflected the general understanding the two parties made over the phone. However, this client wanted clarity concerning certain provisions that appeared to limit his rights upon entering the agreement. Following my same-day review of the document, we had a lengthy conference call to discuss the details of the contract.

First, wage and payment arrangements needed clarity. For example, a certain compensation amount was identified, but what are the reporting requirements? When was pay delivered and via what method? Was a time limit required? When are payments deemed late and what happens then? And so on. These are all questions that should be answered within the contract or described within some separate written policy.

Then we moved on just about 2/3 of the way into the agreement. This is where terms start getting interesting in a contract review. Terms included  the following:

  • a strict non-competition policy
  • a loyalty provision
  • a non-solicitation requirement
  • a media communications restriction
  • a moonlighting restriction
  • representation and warranties
  • limitations of liability
  • governing law
  • mediation and alternative dispute resolution
  • severability clause
  • a unique confidentiality clause
  • and the terms continued on.

While some of these are rather normal, some of the terms were too restrictive and 1 of them was arguably unlawful.

In all, my client was happy to have his independent contractor agreement reviewed BEFORE signing it allowing him the opportunity to negotiate certain terms. After a few days of some back-and-forth between the two parties and a bit more legal counseling through the process, he was able to settle the terms he was comfortable with and completed the agreement with information so as to remove ambiguities in other areas.

With a completed agreement at the end, the client was off and running with his job. Having his contract reviewed saved him future headaches by seeking clarity with plenty of areas in his contract. Do the same for yourself if there are provisions of the agreement that you do not understand. Do the same even if you do understand the terms and greatly value the transaction. Attorneys are trained to review documents with a critical eye and recommend negotiations when needed.