September 2015
Table of Contents
Located in both the heart of Long Island and on the East End, Campolo, Middleton & McCormick, LLP is a full-service law firm with the expertise and experience to represent clients with every legal need they may face. We have an established record of results for our clients, who range from individuals to global companies, and approach each matter with a unique understanding of the issues and the highest level of integrity.
The information contained in this newsletter is provided for informational purposes only, and should not be construed as legal advice on any subject matter. The Firm provides legal advice and other services only to persons or entities with which it has established an attorney-client relationship. No recipients of information from this newsletter, clients or otherwise, should act or refrain from acting on the basis of any information included in this newsletter without seeking appropriate legal or other professional advice on the particular facts and circumstances at issue from an attorney licensed in the recipient's state. The content of this newsletter contains general information and may not reflect current legal developments. The Firm disclaims all liability in respect to actions taken or not taken based on any or all of the contents of this newsletter.
To access past newsletters visit our  Newsletter Archive

Court Holds Successor Corporation Liable For Judgment Against Defunct Entity
By Jeffrey Basso, Esq.
In litigation, it is one thing to obtain a judgment against an individual or entity, but it is another thing to actually collect on that judgment. One scenario that often plays out occurs when a plaintiff has obtained a judgment against a business entity only to find out that the company is out of business and/or has transferred its assets and popped up under a different name.  This strategy is undertaken for obvious reasons - to avoid collection efforts on the judgment while continuing to do business under a different identity.  However, if you are the judgment holder, all is not lost.  A recent decision from the Commercial Division in Suffolk County awarded a judgment holder with summary judgment against a successor corporation making it liable for the judgment of the defunct entity.
Read More.
Starting a Successful Business
By Marc Alessi
As a self-proclaimed serial entrepreneur, I find myself immersed in the startup entrepreneurial ecosystem, specifically here on Long Island. I thrive on the process of taking an idea, helping to make it a product, and helping to build a business around it.  To have the power to take something from "all talk" to "all action" and to build wealth from it is incredibly empowering. I'd like to use this blog platform as a resource to anyone looking to take a leap into entrepreneurship and bring their business startup dreams to life. I believe anyone can make this transition.  No matter what your background, you can become an entrepreneur, and you can learn the formula to take your ideas and make them a profitable reality.
Read More.
SAPA and Timely and Sufficient DEC Permit Renewal Applications
By Frederick Eisenbud, Esq.
Published in the Suffolk Lawyer

On August 27, 2015, Newsday reported that Baykeeper, an environmental group, intends to commence a lawsuit against the New York State Department of Environmental Conservation ("DEC") and National Grid because the effluent from the Northport power plant is killing millions of fish each year. The article notes that the DEC's permit for the power plant expired in 2011, "but under state rules it can operate while its application is reviewed."

The referenced "state rules" are the subject of this article, but the focus is on clients you may have who require permits from the DEC, not the potential lawsuit discussed in the Newsday article. If your clients have such permits, they are issued for finite periods of time and require renewals, or they lapse. Whether the renewal application is timely filed and sufficient may be of critical importance to your client.
Trademark Registrations may now be Broadened to Account for Evolving Technology  
The United States Patent and Trademark Office (USPTO) has launched a pilot program to allow amendments to goods/services in trademark registrations that would otherwise be beyond the scope of current specifications.

Typically, once a trademark has been registered for particular goods/services, it is not possible to later amend those goods/services beyond the current identification.  However, this does not reflect the world of rapidly changing technology - goods and services may be quickly phased out in favor of their modern counterparts.  When the new technology did not match the original goods/services, the trademark owner was forced to forego the old registration and file a new application, thus giving up an earlier date of use.  
Earnout Payments and the Implied Covenant of Good Faith
An earnout is a contractual provision in an agreement for the purchase and sale of a business in which the Seller's receipt of payment is contingent upon or varies with achievement of certain business goals, such as revenue or profitability targets (a sample is available under "the Earnout Provision," below). 

Under Delaware Law, the Implied Covenant of Good Faith and Fair Dealing (Implied Covenant) prohibits the Buyer of a business from purposefully interfering with the Seller's earnout.  However, the Implied Covenant does not, in itself, obligate a Buyer to create conditions for a Seller to receive an earnout if those conditions did not already exist.    
Read More.

The Estates of the Rich and Infamous

Being rich and famous doesn't always mean that you've got a good estate plan, and there's no guarantee that there won't be estate litigation contests. Here are just some examples of things that can go wrong.

Sometimes it doesn't even get to the estate plan.  In the case of famous DJ and radio personality Casey Kasem, his second wife and his daughter (from his first marriage) disagreed over having him cremated and where to bury him.  Despite a court order, the wife had the body moved to Montreal and eventually had him buried in Oslo, Norway.  In New York, he could have appointed someone before his death who could legally step in as his agent in charge of the disposition of his last remains.

And even when there are millions of dollars in the estate, that's often not the issue.  Take Robin Williams for example.  He carefully set up trusts for his children and heirs.  So instead, they fought over his personal items.  His children fought with his wife (not their mother) in court over things including his memorabilia and watches.
Read More.

Delgado v. All-Safe : Plaintiff was injured when construction materials fell off an allegedly negligently maintained elevator operated by our client. As a result, Plaintiff's leg was severely injured and Plaintiff was deemed permanently disabled and unable to work. The trial court initially granted Plaintiff's motion for summary judgment on liability based on Labor Law § 240 and dismissed our cross-motion for summary judgment. On appeal, the Second Department agreed with our argument that our client did not have the authority to supervise or control Plaintiff's work and that Plaintiff failed to raise a triable issue of fact in opposition. The Second Department reversed the lower court's decision and dismissed Plaintiff's Labor Law §§240(1) and 241(6) claims against our client. Our successful appeal then led to a co-insurance agreement, enabling the parties to settle the matter with contribution from the at-fault parties. 

CMM Executive Breakfast: 
Execution - the art of getting things done!
With the summer behind us and four months left in 2015, it's time for business leaders to put in the extra effort and make the final push across the finish line.  Join us on September 30th, as Joe Campolo speaks to today's business leaders, encouraging them to finish the year strong. Following up on his popular "Bleed to Succeed" presentation in which he compeling Long Island professionals to set goals and develop plans to reach them, it's now time to look at the progress made and what is left to do to complete your plan for 2015. This month's event will be held at the Courtyard Marriott in Ronkonkoma ; please contact  [email protected]  if you are interested in attending.
CMM Hosting Senator Phil Boyle Fundraiser
Please join us for a cocktail party in support of Senator Phil Boyle, New York State Senator on Tuesday, September 29th from 5:30 pm - 7:30 pm at our Ronkonkoma office. To RSVP contact [email protected] or [email protected]
CMM Sponsor of the Women's Expo at the Middle Country Library
Join us on Thursday, October 1st from 11 am - 6 pm at the Women's EXPO, presented by the Middle Country Library Foundation. The goal of the EXPO is to provide a venue for women entrepreneurs on Long Island to market their products, serving as a vehicle to promote economic development, as well as networking among women entrepreneurs and women in the business and not-for-profit world.

CMM Panelist at HIA-LI Healthcare Conference

Join us on Tuesday, October 6th at 8 am at the HIA-LI Health & Wellness Conference.  Among the esteemed panelists is William McDonald, head of CMM's Healthcare team. The event's executive breakfast will feature industry experts discussing ACA regulations, updates as of January 1, 2016, creative solutions, and alternatives that are available to employers and more!

WFLI Annual Women Achievers Breakfast

On October 8, 2015, Women's Fund of Long Island (WFLI) will be holding its annual Women Achievers Breakfast at Crest Hollow County Club. This annual event makes it possible for WFLI to help women and girls on Long Island reach their full potential through grant-making, leadership development, education and philanthropy. Eryn Truong, a new WFLI Breakfast Committee member, and all of us at CMM, welcome you to support the event and the mission of WFLI.  Read More.

Ronald McDonald House of Long Island Comedy Night
On Thursday, October 22nd at 8:30 pm the Ronald McDonald House of Long Island will be hosting its Comedy Night Halloween Style at Governor's Comedy Clue of Levittown to benefit the organization. 

For 29 years, the Ronald McDonald House of Long Island has been providing a home away from home for families experiencing the pain of having a child in the hospital due to illness or accident. The proceeds from this event help raise the funds necessary to continue providing vital programs and services to the thousands of children and families who depend on them every year.

Campolo, Middleton & McCormick, LLP

4175 Veterans Memorial Highway, Suite 400
Ronkonkoma, New York 11779

2495 Montauk Highway
Bridgehampton, New York 11932

Phone: (631) 738-9100
Fax: (631) 738-0659