Kentucky Fried Taco Hut?

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Several years ago during a road trip, while trying to decide where to stop for a quick meal, one of my friends suggested “Kentucky Fried Taco Hut.” Amused, I asked what in the world he was talking about: he meant the multi-branded Yum (a holding company that owns and operates Taco Bell, KFC and Pizza Hut) restaurants that featured two or three of the aforementioned restaurants combined into one convenient location.

Although we decided to avoid the potentially heartburn-inducing digestive tract danger, I have since taken greater notice of these co-branded relationships, what it takes for them to be successful, and how to legally create such partnerships.

The idea behind co-branding two or more different products or companies stems from the desire to – of course – bring in more revenue. The thought is that through leveraging the brand awareness, target demographic and marketing power by each of the goods or businesses, each party will sell more.

In fact, according to entrepreneur.com, A&W and Long John Silver’s at one time believed combination franchising to be “potentially the biggest sales and profit driver for the restaurant industry since the advent of the drive-thru window.”

It’s not just restaurants that have gotten into the game, although it is the most noticeable use of the concept. Lexus and Coach have partnered up, offering Coach-branded leather seats, interior and even a bonus Coach leather tote. We’ve also seen fast-food shops like McDonald’s team up with toy companies and kids’ movies to create fun value-added prizes for happy meals. You may have eaten Lay’s potato chips featuring KC Masterpiece barbeque flavoring. Ever brushed your teeth using Crest Whitening toothpaste with Scope Outlast breath freshening action? Stopped into Walmart only to find a Seva salon available for a quick mani/pedi?

All great examples of co-branding in efforts to gain more market share and/or cut down on operational costs.

The legal structure of these mergers are often rather complicated and specific – and rightfully so! A brand wants to safeguard its name and trademarks while protecting itself from liability. There is also the important financial arrangement, exclusivity issues, the term of the partnership and the termination provisions. Let’s take a look at each of these issues so you can decide if a potential co-branding relationship would be worth exploring for your business.

Licensing: this portion of the agreement will clearly define the manner in which one brand may utilize the other brand’s name, logo and intellectual property.

Payments and royalties: here, the document explains how the co-brands will divide sales revenue resulting from each entity’s use of the other brand.

Exclusivity: The contract will prohibit the co-brands from entering into agreements with third parties that would compete with the business of the co-brands or interfere with maximizing revenue.

Term: this part of the arrangement will define the amount of time that the brands agree to co-brand; usually a short initial term is negotiated (long enough for the brand strategy to take hold and produce revenue) followed by optional extension periods depending on the success of the program.

Termination provisions: the agreement will discuss specific events that would trigger a right of either party to terminate the co-branding agreement, such as one party violating the other’s trademark or a failure to meet certain revenue or performance goals.

Clearly, the creation of a solid symbiotic co-branding agreement that results in a win-win situation for both parties is of utmost importance. Of course, the concept must be sound as well (for example, co-branding 3M course-grit sandpaper and Cottonelle toilet paper would be disastrous, to say the least).

But legally speaking, without an attorney’s assistance, it is likely that important deal points will fall through the cracks resulting in an ill-conceived partnership destined for difficulties and lost revenue.

Stand Your Ground

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What do we know for sure? Well, we know – and I think we all agree – that it is a tragedy. We know that a young man was killed, and it could have been avoided.

What we don’t know are the exact circumstances that led up to neighborhood watchman George Zimmerman pulling the trigger, shooting Trayvon Martin to death. Details are trickling out from various sources, including the police, Martin’s family, Zimmerman’s family, Martin’s girlfriend and Zimmerman’s lawyer. It’s reported that Zimmerman pursued Martin as he walked through the watchman’s gated community wearing a hoodie pulled up over his head.

Apparently, Zimmerman felt it was his duty to confront the 6’3” 17-year-old. After all, isn’t that what a neighborhood watch is for, making sure that the community is safe from crime? Checking into suspicious looking situations and people?

Therein lies the issue: what exactly made Zimmerman feel Martin was up to no good? Racial tensions are running high in the Florida town and across the entire country, as many believe Zimmerman simply assumed that a big black man with a hood fit the profile of a criminal. In fact, they say, he did more than assume. He pursued Martin to the point of confrontation, even after being told on the phone by a police dispatcher that he should stop following Martin.

This is where things get really fuzzy: Did Martin then attack Zimmerman, punch and possibly break his nose, repeatedly slam his head into the ground and reach for the gun (as Zimmerman claims?) Did Zimmerman have a right to pull the trigger because he felt his life was in danger?

Was his life really in danger?

Much of the discussion in the legal community surrounds Florida’s controversial “Stand Your Ground” law. According to Business Insider’s Michael Brendan Dougherty, the law is an extension of the “Castle Doctrine,” which allows people to defend themselves with deadly force against a home intruder. He says “Stand Your Ground” laws empower citizens to defend themselves – using deadly force – if they reasonably believe their life or the lives of others are in danger, or to prevent a forcible felony.

In fact, the law allows a person to use deadly force in self-defense when there is reasonable belief of a threat, without an obligation to retreat first. Zimmerman’s lawyer, Craig Sonner, said that Zimmerman felt “one of them was going to die that night,” when he pulled the trigger.

Interestingly enough, another Florida man was cleared on Wednesday thanks to Florida’s “Stand Your Ground” Law. The judge, in his written opinion, stated that Greyston Garcia, 25, “was well within his rights” when he chased a man accused of stealing his car radio and stabbed the man to death. Garcia chased the alleged car-radio thief – Pedro Roteta, 26 – for more than a block, the Miami Herald reported. Roteta, the Herald said, was carrying a four-pound bag of car radios, which he swung at Garcia’s head; Garcia blocked the bag with one hand and stabbed Roteta in the chest. “Roteta’s swinging of the bag could have caused serious bodily injury or death, and placed Garcia in fear for his life,” the judge said.

But get THIS: after the fatal stabbing, Garcia did not call the police, but hid the knife and sold two of those car radios – and initially denied the killing when interviewed by police!

It is not yet clear how the Garcia ruling will affect the Zimmerman case, but here’s my opinion: I don’t think a so-called victim should have the right to invoke the “Stand Your Ground” law as a defense if the victim becomes the aggressor; so, in the Garcia case (and possibly in the Trayvon Martin case, according to the facts as we know them today), if the victim is no longer in imminent danger of serious bodily injury or death and then decides to chase after or attack a fleeing perpetrator, the victim should not should be able to claim self-defense.

The issue that will continue to arise in these types of situations is the person’s state-of-mind and whether he/she acted “reasonably.” The statute only allows the person to use deadly force if he/she believes that serious bodily injury or death is imminent. Ultimately, it is going to be up prosecutors and, in some cases, a jury to decide if the person acted “reasonably.” In other words, was it reasonable for that individual to have used deadly force given the circumstances?

As I see it, the law is going to continue to create the following divisive issues:

1. It will give people a false sense of security (i.e. that they won’t be prosecuted if they claim to have acted in self-defense) and it will probably lead to more violence as seen in the Martin and Garcia cases.

2. Prosecutors and juries are going to have to decide whether or not a person acted reasonably in using deadly force, which is going to be extremely difficult since one of the two witnesses will no longer be alive to tell their side of the story.

3. Racial tensions will be brought to the forefront if prosecutors do not evenly apply the law moving forward (i.e. if a prosecutor elects not to charge a white person who claims protection under the law, but then elects to charge a black person who has a similar case.)

On April 10th, a Grand Jury will convene in Florida to consider charges in George Zimmerman’s killing of Trayvon Martin. I don’t envy their position. All I know for sure is that this is a tragedy, and it could have been avoided.

What do you think? Let me know by posting a comment on my facebook page at www.facebook.com/jmlawgroup or tweet me @lawmr, using the hashtag #standyourground.

 

 

Career Symposium

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Josh was an invited speaker at the 2012 Harriton High School Career Symposium. Josh spoke about his experiences as an NFL agent including the types of transactions he handles both on-the-field and off-the-field for his clients.

Excuse Me!

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St. Patrick’s Day weekend is over. Maybe you’re recovering from a wee bit too much Guinness, or perhaps you went a little crazy with the corned beef at Aunt Abigail’s annual family dinner. Whatever the case, there’s no rest for the weary … March Madness is in full swing! Buck up campers, it’s time to join the thousands of fans across the land in trying to figure out how to get out of work to watch your favorite match-ups.

I came across a particularly funny article at collegehoops.net, where the blogger gave his top ten excuses to get out of work for the tourney. Some of my favorites include:

10. I can’t make it in to work today. My keys are locked in my car, my car is locked in the garage and my wife is away for the week with the key to the garage.

4. You see my girlfriend’s friend’s cousin, her mother is a total flake and her three kids are getting taken away by Children’s Services and she is going to jail, and my girlfriend is working. Her cousin is out of town, so you see I have to stay home and watch them.

1. And the number one excuse for missing work is…………………..diarrhea!!! Just the mere mention of the word and your boss will immediately stop asking questions.

You may have also come across Dove’s fabulous Facebook promotion with Shaquille O’Neill. It’s “Shaq’s Big Excuse,” where you can craft the perfect reason that you won’t be in the office, submit your boss’s number and schedule a time for the message to be delivered. Shaq (or, obviously, a recording of Shaq) will call your manager and do the dirty deed for you! Check it out at: http://www.facebook.com/dovemencareus

But let’s just say – hypothetically – this rock-solid excuse for missing work is questioned by your superiors and they discover that you were actually down the street at Champp’s watching three simulcast games, sipping a cold one and eating nachos grande? What then? Well my friend, you are probably in some trouble.

The general rule in Pennsylvania is that employee/employer relationships are considered legally to be “at-will.” This means that either the employee or the employer can end the relationship for any or no reason. However, there are exceptions to the rule: an employer can’t fire an employee for a discriminatory reason (such as race, ethnic background, religion, age, sex, or disability.)

Additionally, in Pennsylvania, employers also can be found liable for a “wrongful discharge” if the firing violates public policy. Basically, an employer cannot require an employee to commit a crime, cannot prevent an employee from obeying the law, and cannot fire an employee if a law forbids the firing.

For example, employers have been held responsible for firing an employee for serving jury duty, refusing to take a polygraph test when administration of the test was forbidden by statute, refusing to serve alcohol to an intoxicated customer, and following legal mandates relating to reporting the use of nuclear materials.

So here’s the thing: unless you stopped at Champp’s on your way to jury duty, you are probably out of luck. If you are fired, it’s going to stick.

My advice? Take a vacation day. Enjoy the tourney guilt-free. If you need more information about the topic, please feel free to give me a call anytime. Except for tomorrow. My, uh, sister is getting a tummy tuck and she needs me to drive her to the plastic surgeon’s office. In Miami.

 

And The Loan Goes To………

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It was Hollywood’s biggest night on Sunday, with hundreds of stars stepping out in their best and millions tuning in to witness the spectacle. While it’s exciting to check out the red carpet, see the host’s opening monologue and watch the acceptance speeches, there is something about the Oscars that gets under my skin.

I don’t know if it’s the self-congratulatory vibe or the smugness of the rich and famous that just seems to emanate through the Kodak Theater. Perhaps it is the idea that these people are extremely overpaid for what they do, while so many are struggling to make ends meet in this day and age. Or maybe it’s a little of that, plus it’s just a really long and boring awards show! All I know is that after about half an hour, I’m ready to move on to another channel, go read a good book or even pop open my laptop and get some work done.

Turns out, though, many stars aren’t just one-trick-ponies, and they do much more than star in a couple movies to rake in the dough. Did you know that Dan Akroyd helped create a line of vodka, free of additives like sugar, glycerin or citrus oil? That’s right: Crystal Head Vodka, founded in 2008 with Newfoundland Liquor Corp and sold in a unique, clear, skull-shaped bottle just reached 55 million in sales. Akroyd’s not the only celeb entrepreneur by far.

Queen Latifah is co-owner of Flavor Unit Entertainment with business partner Shakim Compere, a firm that includes television and film production units, a record label and an artist management company. Alyssa Milano was frustrated at the lack of stylish female sports apparel out there, so she launched Touch by Alyssa Milano in 2007, a chic team-logo apparel company for women. Her business has experienced steady growth of up to 50% over the last three years; she has one million twitter followers and hopes to open on-site boutiques in stadiums around the country.

I know what you’re thinking. “If I had unlimited capital with which to start my own business, I would do it, too!” I get it; however, you don’t need a bank account like George Clooney to become an entrepreneur.

The Small Business Administration (SBA) provides several kinds of loans for budding business people such as you, including the 7(a) Loan Program, the Microloan Program, and the CDC/504 Loan Program.

According to www.sba.gov, the 7(a) Loan Program includes “financial help for businesses with special requirements. For example, funds are available for loans to businesses that handle exports to foreign countries, businesses that operate in rural areas, and for other very specific purposes.”

The Microloan Program “provides small, short-term loans to small business concerns and certain types of non-profit child-care centers. The SBA makes funds available to specially designed intermediary lenders, which are non-profit community-based organizations with experience in lending as well as management and technical assistance. These intermediaries make loans eligible to borrowers. The maximum loan amount is $50,000, but the average microloan is about $13,000.”

The 504 Loan Program “provides approved small businesses with long-term, fixed-rate financing used to acquire fixed assets for expansion or modernization. 504 loans are made available through Certified Development Companies (CDCs), SBA’s community based partners for providing 504 Loans.”

For complete details on all of these options, please visit www.sba.gov and click on “Loans & Grants.” You can also call the Philadelphia SBA District Office and speak directly with a local representative by calling 610-382-3062. Check out the Philly District Office web page for tons of great information and resources on starting a business: www.sba.gov/about-offices-content/2/3141.

Obviously it would be much easier to just HAVE the money, like our celeb entrepreneurs. But then we’d also have to deal with the paparazzi, all the prep for those marathon awards shows, “air kisses,” Ryan Seacrest and competition including the likes of Angelina Jolie’s leg. No, I’ll stick to watching – briefly – from my couch while eating pizza and drinking a beer.