PLDO Law Blog

Wedding "Disasters": Are Negative Online Reviews Defamation?

Businesses depend on their good reputation, especially in the wedding industry. If customers have a bad experience, it's unlikely that they can simply switch to a different wedding vendor. Instead, customers take to online review platforms like Yelp to express their dissatisfaction. Scathing reviews can be especially damaging to wedding vendors, who often only work with customers once, and rely on their positive reviews to drum up future business.

Statute of Limitations versus Contractual Time Periods -- An Important Difference

In a recent Rhode Island Supreme Court decision, OSJ of Providence, LLC v. Aly T. Diene, No. 2016-14-A, the court determined that the expiration of a guaranty in a contract did not operate to shorten the applicable statute of limitations to recover for breach of that guaranty. The defendant was the corporate officer of a restaurant that entered into a five-year lease agreement with the plaintiff. As part of the lease, the defendant executed a personal guaranty that expired on the last day of the twelfth full month following the initial commencement of rent obligations.

Nursing Facilities Under Increased Government Scrutiny

Nursing homes and skilled nursing facilities ("SNF") should be aware that they will be in the crosshairs of the U.S. Department of Health and Human Services (HHS) Office of Inspector General (OIG) in 2017. As part of this year's Annual Work Plan, OIG has identified several high priority focus areas, including failure to properly investigate complaints and report incidents, adequate use of the Minimum Data Tool Set, and various reimbursement-related subjects.

RI Supreme Court Reaffirms that Plain Contract Language Controls in Recent Construction Law Case

The first instinct of a business owner faced with a lawsuit may be to find the best attorney in town. That's a good instinct, but even the best attorneys will tell you that a case begins long before anyone files suit. Protecting your business interests and prevailing in court begins with the basics: well-drafted employment agreements, corporate policies and contracts.

Stay In Compliance: Avoid the "I-9 Fine"

As an employer, your organization presently verifies employment eligibility of prospective new hires using Form I-9, Employment Eligibility Verification, published by the U.S. Citizenship and Immigration Services ("CIS"). As of January 22, 2017, employers must use CIS' updated version of Form I-9, or face a penalty of up to $2,000 for a first time violation and up to $10,000 per violation if your organization has previously been sanctioned for improperly screening applicants. Ensuring use of the latest form is quite straightforward: the most-current Form I-9 has the date "11/14/2016" printed at the bottom left of each page, and can be downloaded from the CIS website by following this link: https://www.uscis.gov/i-9. Lastly, CIS' rules for storage and retention of Forms I-9 have not changed, so employers should continue to follow those procedures for all previous and future forms. PLDO will continue to monitor and report on news and information to support your organization. For further information on this issue or other business and employment law matters, contact attorneys Joel K. Goloskie and William E. O'Gara at 401-824-5100 or email jgoloskie@pldolaw.com and wogara@pldolaw.com. We welcome your comments, questions and suggestions.

The "Who, What, When and Where" of Trademark Protection

Individuals and business owners are faced with a number of options when considering whether, where and when to formally protect the name of their business, products and services and the logos they use in connection therewith. The answers depend on the circumstances unique to each business, and it is important for owners to assess of the pros and cons of each option before filing for trademark protection.

Delaware Chancery Court Decision Highlights Shareholders' Rights & Obligations for Information

Public companies are required to provide, on a regular basis, extensive information about their businesses and financial condition. All of that information is readily available to shareholders and others. Conversely, similar information regarding private companies is generally not available, even to its shareholders. For that reason, the laws of virtually every state give private company shareholders limited rights to receive non-public information regarding a private company in which they own an equity interest.

Deadline Nears for Medical Marijuana Patients and Caregivers to Tag Their Plants under New Law

Medical Marijuana patients and caregivers have until April 1, 2017 to have all their plants tagged in accordance with the Rhode Island Department of Business Regulations' (DBR) Medical Marijuana Program - Final Rules and Regulations that became effective on January 1, 2017. The law requires all medical marijuana patients and caregivers who elect to grow medical marijuana to purchase plant tags for each plant that they grow from the DBR.

Rhode Island Department of Business Regulations Adopts Final Rules and Regulations for Cannabis Cultivator Licenses

On December 12, 2016, the Rhode Island Department of Business Regulations ("DBR") filed its Medical Marijuana Program Final Rules and Regulations with the Rhode Island Secretary of State affecting cannabis entrepreneurs interesting in obtaining a cannabis cultivator license. The newly adopted regulations are a result of public comment received from November 7, 2016 through December 7, 2016 regarding the agency's Emergency Regulation 1- Licensed Cultivators, published in October and operative through December 31, 2016. The DBR's final rules and regulations will take effect on January 1, 2017 and will supersede the emergency regulations. Rhode Island cannabis cultivator licenses permits growers to cultivate and sell medical marijuana to dispensaries. The final rules and regulations reflect important changes that applicants and those contemplating starting applications must be aware of to meet the regulatory requirements of the DBR to obtain licensed cultivator status. The Concise Explanatory Statement summarizes the public comments and what action was taken by the DBR.

Are you Covered by a "Sufficiently Specific" Indemnity Clause?

In a recent Rhode Island Superior Court case, the court once again addressed the question of whether a contractual indemnity clause was "sufficiently specific" to be enforceable. The case arose out of a situation wherein a nursing home had contracted for a landscaping company to provide ice management and snow removal services for the nursing home's walkways and parking lots. With regard to one particular snow storm, the company performed plowing, sanding, shoveling, and ice melting services at the nursing home on the day of the storm. Then, the following day, the landscaper returned to the nursing home, but failed to apply any ice melt. Unfortunately, a pedestrian slipped and fell on ice that had formed on the nursing home's walkway. The pedestrian filed suit against the nursing home, who then filed an action against the landscaping company based upon the indemnity clause it had in its contract with the company. The court determined that the harm that was suffered by the pedestrian was a direct result of the landscaper's failure to provide the ice melt services. The court further determined that the indemnity clause, which held the landscaper liable for a "breach of any contractual duty," was sufficiently specific to cover the circumstances of the case. The court determined that the landscaping company was required to indemnify the nursing the home.When drafting indemnification clauses, it is important to remember that such clauses have to be "sufficiently specific," and that courts are instructed to construe the clause against the party alleging the right to contractual indemnity. In many cases, courts have determined that the use of generalized language did not cover the circumstances of the case. Accordingly, a party seeking contractual indemnity would be wise to specifically set forth the specific parameters of an indemnification clause to the greatest extent possible. This may avoid a court construing general terms against a party when it seeks to be indemnified, as well as the unpredictable results that might follow. For more information on this issue or other legal matters, contact Attorney Patrick J. McBurney at 401-824-5100 or email pmcburney@pldolaw.com. We welcome your comments, questions or suggestions.

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