Kane BennettN. Kane Bennett

All articles by Kane Bennett

 

You Must Prove Damages With Reasonable Certainty In Business Lawsuits

Determining if you have provable damages is often the first step in analyzing whether to pursue a business lawsuit as a shareholder, partner, or member of a limited liability company.  Likewise, if you have been sued as a result of a partnership or shareholder dispute, reviewing the exposure or possible damages you face is an
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Lost Profit Damages in Connecticut for New Business Ventures

When business lawyers evaluate the merits of bringing a lawsuit, one of the first questions to ask a client should be “what are the damages?”  Many times, in business litigation cases, business owners want to seek recovery of lost profits with a very optimistic view of what is recoverable in a case.  In such cases,
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HOW TO DISSOLVE A LIMITED LIABILITY COMPANY IN CONNECTICUT

Limited Liability Companies in Connecticut, and every other state, are created by statutory law. General Statutes Title 34 governs the creation and governance of LLC’s in Connecticut. Specifically, General Statutes sections 34-206 sets forth the means of dissolving an LLC. The LLC may be dissolved by: At the time or upon the occurrence of events
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Primer on Interpleader Actions Under Connecticut Law

The Connecticut Supreme Court (318CR76) recently issued a decision that provides a good overview of Connecticut’s interpleader law.  An action in interpleader is an equitable claim attorneys bring on behalf of clients to resolve ownership over disputed claims to property or money.  The typical case involves a situation where one party is the holder of money and
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Dissolving A Corporation Under Connecticut Law

Under Connecticut law, there are various methods attorneys may use to dissolve or terminate a corporation.  It is referred to as dissolution of the corporation.  A dissolved corporation continues its corporate shell existence but stops carrying on business except where necessary to wind up the affairs of the company.  Winding up typically involves liquidation by
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Do Members of LLCs Owe A Fiduciary Duty To Each Other in CT?

A limited liability company is essentially a combination or mix of a corporation and a partnership.  The LLC as an entity provides the flexibility of a partnership with the ability to govern and create ownership interests similar to a corporation.  The legislature codified the framework for LLCs in Connecticut in Title 34, Chapter 613 of
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Seldom Used Holiday Rule Will Not Save Your Lawsuit Filing Deadline

Our court system is based upon a series of deadlines.  There are deadlines for everything from starting a lawsuit (statute of limitations) to returning the lawsuit papers to court (6 or 12 days before the return date) to filing an appearance (2 days after the return date).  There are deadlines for every aspect of a
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Lost Profits Must Be Reasonably Certain for Breach of Contract Claims

The burden to prove damages is always on the Plaintiff, or the party that brings the lawsuit.  Many times I receive calls from prospective clients who believe they have significant amount of damages.  However, under Connecticut law damages are only recoverable to the extent that the evidence affords a sufficient basis for estimating their amount
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Are Breach of Contract Disputes Governed by Terms of Contract Alone?

You might think so, but generally whether the terms alone govern a dispute depends on the language in the contract.  When a contractual relationship breaks down, parties that previously agreed to terms of a contract suddenly no longer agree on the meaning of key terms. Many times parties to a contract have evidence that supports
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Can a Lawsuit Help Mitigate the Risks of Trade Secret Theft?

Trade secret law is constantly evolving as technologies in the workplace change.  Staying up to date is critical.   Recently, I attended an online seminar focused on theft of trade secrets in the workplace. The presenters included private practice attorneys from a national firm and in-house IP counsel from two large companies. There was a consensus
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Prevention of Performance and Breach of Contract

 A recent Connecticut Supreme Court case (Blumberg Associates Worldwide, Inc. v Brown & Brown of CT)  addressed the prevention doctrine in breach of contract cases.  Under the prevention doctrine if a party to a contract prevents, hinders, or renders impossible the occurrence of a condition precedent to his or her promise to perform, or to
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Can You Be Personally Responsible When You Sign A Contract As President Of A Corporation?

Ordinarily, the answer is no.  However, you must carefully read contract terms before assuming you will not be personally liable for company debts.  The Connecticut Supreme Court recently addressed an example where the terms of the contract created personally liability for the president of a company.  Yellow Book decisionThe case is Yellow Book Sales v.
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Are You Covered? CT Businesses Should Double Check Insurance Coverage for Data Loss

The Connecticut Appellate Court recently decided a case involving damages from loss of data related to 500,000 IBM employees.  The case is entitled IMB caseRecall Total Information Management v. Federal Insurance Company.  The loss of data included social security numbers and birth dates. The data was lost in the process of transport for storage.  Some 4
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Member Rights For Connecticut Limited Liability Company

Generally, there are two sources to determine the rights and duties of members of a Connecticut limited liability company (“LLC”).  The first source is an operating agreement.  The ability to form a limited liability company (“LLC”) as a legal entity in Connecticut derives from legislative enactment.  Title 34 of Connecticut General Statutes covers LLC’s.  Title 34
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Parol Evidence Rule Can Sting In Court

 Parties to contracts frequently argue over contract terms and the intent behind certain provisions of a contract.  However, if the matter goes to court, these arguments can become meaningless if the contract is clear because of the parol evidence rule.  A recent appellate court case, Connecticut Bank and Trust Co. v. Munsill-Borden Mansion, LLC, serves to
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Old Judgments Can Come Back to Bite You – Hazards of Defaulting on Promissory Notes

A recent case from the Connecticut Supreme Court serves as a reminder that civil judgments are good for 20 or 25 years in Connecticut depending on how you seek to enforce the judgment.  The decision was in the case of Investment Associates v. Summit Associates, et al.  In this case, a debtor failed to pay
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Trade Secret Theft on the Cloud: Concerns For Both Employers and Employees

Max Taves authored an article posted by Law Technology News  entitled "Trade Secret Spats Center on Cloud."  The article highlights the increasing difficulty employers face when trying to avoid theft of confidential information when employees have access to third party storage providers such as DropBox, Googe Docs, SugarSync, and SkyDrive.  Third party data storage providers
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Non-Compete Agreement Tips for Partners, Executives, and Employees

In this post, I continue the discussion about non-compete agreements in Connecticut.  This time, I focus on the employee side.  Here are 5 things to think about when leaving employment if you have a non-compete agreement.   Do not believe water cooler experts.  Many employees come to believe what they hear at the water cooler
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Supreme Court Offers Another Reminder on Personal Liability for Corporate Officers

 Can an officer of a corporation face personal liability in a business transaction?  The Connecticut Supreme Court clearly stated that personal liability exists for corporate officers in certain circumstances.  The case is Coppola Construction Company, Inc. v. Hoffman Enterprises Limited Partnership. The sole issue on appeal was "whether a corporate principal or officer may be
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Tips On How To Reduce The Risk Of Intellectual Property Theft

 In my last post, I wrote about the risks facing businesses when there is a departing employee.  It can be fairly argued that in the next 3 years your average business will have to deal with a disgruntled, departing employee.  The employee will have had access to confidential information in digital form.  Studies have shown
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Confidential Information and the Departing Employee

I recently ran a seminar for the Human Resources Association of Central CT on "Effectively Managing Your Departing Employees."  The issues concerned  how attorneys can help to eliminate, prevent, or mitigate the risks of intellectual property theft.  In this post, I will define the basics of the problem.  In the next post, I will cover
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What To Do If You Suspect Your Business Partner Is Stealing – Some Basics

In any case involving theft by a business partner or business dispute, it is very important to have an understanding of the basic issues and legal framework. Although these cases often involve complex problems, you cannot determine a good course of action without starting with the basics.   Here are 5 of the basic issues
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New John Doe Copyright Infringement Suit Filed in Connecticut

A lawsuit relating to online copyright infringement of synthesizer software using “peer-to-peer” networks was filed recently in Connecticut District Court.  The case is captioned reFX Audio Software, Inc. v. Does 1-89.  The complaint alleges that certain individuals and Connecticut residents committed acts of copyright infringement through the use of a common “peer-to-peer” (“P2P”) file transfer protocol
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Deciding to Enforce A Non-Compete Agreement in Connecticut – 5 Tips

Many Connecticut business owners have agreements (so called "non-compete agreements") in place with their employees concerning competition or solicitation. When an employee leaves a company, business owners have to decide if they should try to enforce the non-compete agreement by filing a lawsuit or engaging an attorney. Here are 5 factors to consider:   1.
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Damages for Breach of Non-Compete Agreement In Connecticut

When deciding whether to hire an attorney to seek enforcement of a non-compete agreement in Connecticut, a business should consider the available remedies or damages.  The following are the basic remedies or damages for breach of a typical non-compete agreement in Connecticut. 1. Injunctive relief.  Injunctive relief basically means a court ordered act or prohibition
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Time Does Not Run Against The King Or The State of Connecticut

Imagine you are a subcontractor hired to work on a project for the State of Connecticut in 1994.  You did not deal with the State at all in your contractual dealings.  You were hired by a general contractor to do a small part of a large building project.  Next, you priced your work, completed it,
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You Should Not Ignore Choice of Law or Forum Selection Provisions In Business Contracts

In a typical business deal, the parties negotiate over essential terms such as price, payment, deliverables, indemnification, warranties, etc. Once you work out all the important details, the parties put together a written contract with the essential terms in it. If a lawyer is involved, the contract also will include a bunch of so called
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Otter Products Ratchets Up Its Enforcement of Counterfeit Otterbox Phone Cases

 Recently, Otter Products LLC, the maker of specialty mobile phone cases including their DEFENDER®, COMMUTER® and IMPACT SERIES® line of products, has stepped up its enforcement actions against buyers and sellers of alleged counterfeit goods bearing their federally registered trademarks.   To date, approximately 30 trademark infringement lawsuits have been filed against John Does and named
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New Update to Connecticut Data Breach Law

 Connecticut Updates Its Data Breach Statute by Attorney David Benoit. A month after Vermont made substantive amendments to its Security Breach Notice Act to address a number of consumer protections, Connecticut followed suit on June 12th with a similar amendment to Connecticut General Statutes Sec 36a-701b to include a notice to the State’s Attorney General.  
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Have You Received a Copyright Infringement Letter form a Connecticut Internet Provider?

What To Do If You Receive a Copyright Infringement Letter From Your Internet Service Provider (ISP) If you’ve recently received a copyright infringement letter from your Internet service provider, you’re not alone.  Recently, there’s been a rise in the number of copyright infringement lawsuits filed across the country involving alleged copyright infringement or “piracy of
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IP Advice for Connecticut Start-Ups: Protecting Your Client’s Personally Identifiable Information

 David Benoit presents his fourth post as a guest blogger on the topic of Intellectual Property for Connecticut Start-Up companies.  In his fourth installment, he focuses on the need for entrepreneurs to protect their client’s most important assets: client personal information.   In addition to implementing best practices with respect to a company’s own IP,
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Software Liability Act in Connecticut – Good Idea or Too Much Regulation?

Do software publishers need more regulation to encourage creation of safe and reliable software?That was the general question posed for a debate at the RSA Conference USA on February 29, 2012. Sean Doherty of Law Technology News wrote an interesting article summarizing the two different positions.  One side of the debate favors creating a regime
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New Connecticut Business and Technology Law Firm

I am pleased to announce that I have started a new law firm, Aeton Law Partners LLP.  At my new firm, I will continue my litigation practice involving a wide array of business and technology matters.  In this new venture,  I have partnered with Attorney David Benoit.  Dave brings a wide range of experience in transactions
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Will A Crack In Data Breach Litigation Open Floodgates

Data loss and security breach incidents have become common. However, lawsuits related to these incidents are not so common or successful. The problems plaintiffs have encountered include not only figuring out the proper cause of action to seek recovery (many states lack laws permitting private lawsuits for damages related to data loss) but also how to establish provable damages. For
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Small Business Insurance For Data Loss and Security Breach

The Hartford has recently announced a new insurance product specially tailored to fit small business for data loss and security breach. It has been touted as more affordable for the smaller business owner.  More and more small businesses are experiencing the devastating effects of a security breach incident or data loss.  The statistics and stories are
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Connecticut State Court Judges Adopt Electronic Discovery Rules

Connecticut state court judges recently adopted new electronic discovery rules.  The rules will become part of the Connecticut Practice Book for civil discovery and take effect on January 2, 2012.   The judges present at the annual meeting unanimously adopted the new electronic discovery rules. You can read the new e-discovery rules here.  I removed the sections not relevant to civil
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Social Media Continues To Impact Litigation and Trial

The impact of social media  (Facebook, Twitter, LinkedIn, etc) continues to grow in legal matters including litigation and trial.  The court decisions cut across numerous areas from employment law and personal injury to privacy rights and defamation.  Social media use has involved all the key players in lawsuits inclding judges, jurors, consultants, attorneys, reporters, and witnesses.  Lawyers are using
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Some Guidance From Delaware On Seeking Corporate Books and Records in Connecticut

If you own shares of a corporation or an interest in a limited liability company, there are two basic sources in Connecticut concerning your rights to have access to company books and records.  The first source may be found in any agreements that concern governance of the company such as the by-laws of a corporation or the operating of a limited liability company.  The second
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Connecticut Supreme Court and Appellate Court Cases and Briefs Online

There are three good online resources to get information on appellate court cases in Connecticut.   The first resource is a new addition to the state judicial branch website.  The public now has access to the case and docket information regarding Supreme Court and Appellate cases.  Here is the link.   Previously, you could only access trial level cases. 
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Forensic Accounting in Connecticut Business Litigation

Forensic accountants are frequently necessary in business litigation.  This is my next installment of the "ask the experts" series.   Stephen Pedneault is an expert in forensic accounting.  He is the principal of Forsenic Accounting Services.  Here is my interview with Stephen. Disclaimer:  I am not endorsing any experts that I feature on this blog or the opinions
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No Contract, No Problem – Charter Oak Gets A Chance To Prove Its Case

 In a decision that will be officially release tomorrow (download)the Connecticut appellate court ordered a new trial in favor of Charter Oak Lending for the claims it brought against employees who defected to a competitor.   Unless there is a successful appeal to the Connecticut Supreme Court, this means Charter Oak will get a second chance to prove its claims against the key employees despite
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Navigating FINRA’s Mandatory Arbitration Requirement – An Overview

   Raymond & Bennett attorney Joseph Blyskal contributed the following post to this Blog.  I recently read an article indicating that arbitration was the preferred forum for member companies of the Financial Industry Regulatory Authority, but with a caveat–that the only real reason it was preferred was as damage control for the industry. With only some exceptions, the Financial Industry Regulatory
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Computer Forensics In Business Litigation – Ask The Expert

Many business litigation cases require experts in various fields.  I am going to feature experts on this blog in an "ask the expert" series of interviews.  Disclaimer:  I am not endorsing any experts that I feature on this blog or the opinions expressed.  I am posting these interviews to offer my readers some insights from the various
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Business Lawsuit Roundup

New Connecticut business litigation decisions and lawsuits of interest for February 2011: Appellate Decisions: Schirmer v. Souza The Appellate Court upheld an award in favor of the plaintiffs on claims of unjust enrichment concerning renovations to a residence on defendants’ property. In a somewhat strange set of facts, the plaintiffs loaned money to the occupants
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Unjust Enrichment In Connecticut – The Catchall When You have No Contract

The Connecticut Appellate Court’s  recent decision in Schirmer v. Souza is a reminder that there are circumstances where you can still recover damages for non-payment of services even when you do not have a written contract.   In Schirmer, the Appellate Court upheld an award in favor of the plaintiffs on claims of unjust enrichment concerning renovations to a residence on the defendants’ property.
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Did Courtney Love Make A Good Decision To Settle Her Twitter Case?

According to various online sources and media outlets, Courtney Love has settled (or is close to settling) the Twitter lawsuit brought against her by Dawn Simorangkir.  The trial was supposed to start tomorrow, and according to Amanda Bronstad at the National Law Journal, it was going to be broadcasted live.  Love was reportedly going to defend the case claiming that the Twitter
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Connecticut Business Lawsuit Roundup

As a new addition in 2011, I am going to regularly feature new business lawsuits along with the usual trial and appellate decisions of interest in Connecticut.  Here’s the first installment: Appellate Court: Cianci v. Original Werks, LLC  Appellate Court finds that $150,000 mechanic’s lien was timely filed despite claim that it was made after statutory
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Connecticut Bar Association Launches Blog

Rule of Law Blog: The Connecticut Bar Association has launched this new blog. The purpose of the blog is to "ensure a sustaining interest" in the discussion of "what our laws are doing right, what they are doing wrong, and how they can improve."    Today, there is a post related to President Obama’s executive order related to reviewing
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Will The “It Was Just A Tweet” Defense Work In The First Twitter Defamation Trial?

As mentioned before on this blog, Courtney Love was sued for defamation arising out of her notorious Twitter posts. As the case heads to trial on February 6th, she has taken down her Twitter page. Recall that Love was sued by fashion designer Dawn Simorangkir for a series of allegedly defamatory tweets. (She called her a drug-pushing prostitute
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Is It Fair to Claim That The Current US Supreme Court Is Pro-Business?

The New York Times this past Sunday had an article detailing how many times the Roberts court ruled in favor of business interests (61%).  Debra Weiss of the ABA Journal writes about the article and some other findings noting that the Roberts court ruled in favor of the same side supported by the U.S. Chamber of
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