Friends, Camaraderie and the Art of Growing Together |
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Friendship Day is celebrated in many countries around the world. In the US, it is celebrated on the first Sunday of August which was on August 1st. While the holiday may seem a bit gimmicky, friends play an important role in our lives.
There is a popular saying which states that your personality is the mean average of your closest friends or the people you spend most of your time with. It is interesting to notice how true this stands and makes it imperative to wisely choose your company. A lot of people tend to think that personal growth is a solo journey, and they cannot be farther from the truth. True camaraderie will always be a crucial aspect of fulfillment and progress in life. It is only with your closest friends that we can expect things like criticism, counsel, and care in the purest intentions.
The best thing about friends and companions is the power of choice they give you. They give you a choice to decide your involvement, have expectations, and build long-lasting relationships. The quality of your relations with your friends defines and shapes you for other endeavors in your life. It surely is a huge challenge to find the right people, but one can always take cues from the past and make the best decisions for today. To know yourself is always the first step towards building healthy relations. Knowing what sort of people you vibe with the most, how much you emotionally invest, what you expect, and how you nurture your friendships will always help you life-long. It is your companionship with other people that makes life a joy ride, your struggles are somewhat less challenging, and your successes are a lot sweeter when you have your friends around.
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Broadly Drafted No Hire/No Raid/No-Poach Agreements Ancillary to Service Contracts Between Companies Are No Longer Valid or Enforceable in Pennsylvania
Attorney Kathleen Misturak-Gingrich
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In a case of the first impression, the Pennsylvania Supreme Court recently unanimously held in Pittsburgh Logistics Systems, Inc. v. Beemac Trucking, LLC and Beemac Logistics, LLC 2021 WL 1676399 (Pa. Supreme April 29, 2021) as "overbroad" and "invalid" a "no-hire/no-raid/no-poach" provision in a services contract between the two companies.
While the Supreme Court neither adopted nor rejected the trial court's sweeping determination that all such no-hire/no-poach/no-raid provisions between companies are void as against public policy and unenforceable as a matter of law, it did hold that the no-hire provision at issue, in this case, was an invalid restraint of trade because it was broader than necessary to protect Pittsburgh Logistics Systems' ("PLS") legitimate interests and it created a probability of harm to the public because it essentially created an unreasonable restraint of trade for the PLS employees by restricting their employment mobility, of which they were largely unaware and for which they had not been compensated.
The facts were uncontested. PLS, a logistics company that arranges for shipping of its customers' freight, contracted with Beemac, a shipping company, to provide shipping services for PLS' customers. The services agreement precluded Beemac, and any of its agents and independent contractors, from directly or indirectly hiring or soliciting PLS employees during the term of the agreement, plus two years, and the provision applied to all PLS employees, irrespective of whether or not the PLS employee worked with Beemac during the course of the services contract (the downfall of the no-hire provision in the eyes of the Pennsylvania Supreme Court). By its own terms, the no-hire/no-raid/no-poach provision "was meant to have effect in the broadest possible terms."
Despite the prohibition, four PLS employees left PLS and went to work for Beemac. In response, Beemac filed a lawsuit seeking, among other relief, an injunction to enforce the no-hire/no-raid/no-poach provision. The trial court not only denied PLS the requested injunction, but it also broadly held that all such no-hire/no-poach/no-raid provisions in commercial services contracts violate public policy and are unenforceable as a matter of law. The Pennsylvania Superior Court, sitting en banc, affirmed the trial court's denial of injunctive relief to PLS. The appeal to the Pennsylvania Supreme Court ensued. The Pennsylvania Supreme Court, by unanimous decision, affirmed the trial court's denial of the injunctive relief sought by PLS but made clear that the decision was a limited decision, based upon the specific no-hire/no-raid/no-poach language in the services agreement between PLS and Beemac and the facts in this case, specifically that the prohibition was intended to be broadly construed to apply to all PLS employees, irrespective whether the PLS employee worked with Beemac during the course of the contract or not.
The Supreme Court took issue with the no-hire provision adversely impacting the employment opportunities and job mobility of PLS employees "who are not parties to the contract, without their knowledge or consent and without providing consideration in exchange for this impairment." Additionally, the Court found that the no-hire provision "undermine[d] free competition in the labor market[.]." For these reasons, the Court determined that PLS' no-hire provision constituted an unreasonable restraint on trade.
While the Supreme Court recognized PLS's "legitimate interest in preventing business partners from poaching its employees, who had developed specialized knowledge and expertise," it nevertheless determined that no-hire provision in question was "both greater than needed to protect PLS's interest and creates a probability of harm to the public." That public harm was to the PLS employees and to free competition in the labor market.
This case does not mean, however, the death-knell of all such no-hire/no-poach/no-raid provisions. But it does mean that if your Company wants the opportunity to have such provisions enforced if need be by the courts, the provisions must be carefully drafted to (1) protect a clearly defined legitimate protectable interest of the Company, (2) be narrowly tailored to protect that clearly defined legitimate protectable interest, (3) should not impair the employment mobility of company employees who are not working pursuant to the contract, and (4) be able to survive a fact-intensive review that balances the Company's protectable interest against the likelihood of harm to the public.
In other words, do not try this at home. Do not try to draft this provision yourself. Seek legal advice in drafting your Company's no-hire/no-raid/no-poach provision.
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Contact Kathleen Misturak-Gingrich at [email protected] or 717.283.4963 for further guidance.
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We are seeking guest writers... |
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We are seeking guest writers to contribute to our email newsletter which reaches more than 2000 people per month. If you would like to consider a joint article (for example: How COVID has impacted on the wedding industry and the legal recourse you might have), we would be glad to work on something with you. For more information, please contact Ashley Malcolm via email [email protected] or call 717-610-1639.
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What is a Home Equity Line of Credit? |
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A Home Equity Line of Credit (HELOC) is sometimes referred to as a "second mortgage" because it gives you access to cash based on the value of your home. A HELOC is different from other home loans because you don't borrow a fixed amount and pay it back over time. Instead, it is a revolving source of funds that can be used as needed. There is no need to reapply for another loan, and it can be used over the course of several years. It's a flexible way to borrow, and you can pay all or part of the balance back, much like a credit card.
Perks include:
- Flexibility
- Low interest
- Right to pay early
- No payment when there is no balance
- Tax-deductible*
The maximum amount that you can borrow depends on your equity. Typically, a credit limit on a HELOC is 75% to 85% of your home value, minus your mortgage balance.
For example, say you have a $300,000 home with a balance of $200,000 on your first mortgage, and your bank offers you a HELOC based on 85% of the house's value.
- $300,000 x 85% = $255,000
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$255,000 - $200,000 = $55,000, your maximum line of credit limit.
Before setting your credit limit, the bank will also take into account your income, credit score, and any other debts and financial obligations you might have. Once those are all looked at, the bank will determine your credit limit. Once it's been set, you are ready to use your HELOC.
How to use it?
Most often, a HELOC is used for home renovations or repairs, which in turn will increase the value of your home. If you use the money to buy, build or improve your home, the interest may even be tax-deductible according to the IRS*.
"A HELOC doesn't have to be used for home repairs," said Nathan Cook, Branch Executive Officer at Pennian Bank's West Shore Office. "Paying for college, purchasing a car, traveling, and even consolidating debt are other ways to use the funds."
Whatever you choose to do with your loan, it is important to keep in mind that you pay back the original amount, plus interest.
How do I apply?
717-510-7201.
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*Speak with a tax advisor to determine if your HELOC could be tax-deductible.
**Pennian Bank is Member FDIC, Equal Housing Lender, NMLS 561538. All loan products are subject to credit approval.
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Tips for excellence in career and parenting for single parents |
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Managing work and taking care of your kid as a single parent is probably the hardest responsibility in the world. And if there is more than one party dependent on you, then the challenges are exponential. This means that you don't only need to manage several things at once but do them with excellence. These efforts will make sure that you are not compromising on the future of your kids and your career.
This may sound quite daunting but working out all your responsibilities at the top of your potential is not impossible.
- Look for a company that is supportive of single parents - In the age of LinkedIn, it is possible to find jobs and positions that allow you to have a healthy work-life balance as a single parent. Build your profile to find and secure such positions.
- Communicate with your seniors - Communication is the key to solving all issues. If you do not want to switch to another company, then talk to your teammates, team leader, manager about your life and responsibilities. If you are performing well and are good at your job, then someone in administrative positions will understand your needs.
- Make a common calendar - Prioritize family activities, and that means planning those events in tandem with your work calendar. As much as you want to succeed at work, it should not come as an excuse for your kids and your time with them. Let your managers know about your schedule as well to avoid any overlaps.
Accept help - Having family and friends that are there to help you out is a great relief and blessing. Do not be hesitant to ask and build relationships that understand your work-life situation. Work well with your juniors and interns so that they can help you out when needed.
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Health Tips to Keep Yourself Vacation Ready |
Summers may call for a vacation with family or friends. If your plans are anything like hiking, camping, etc., then you must keep your body ready for the adventure. Any physically demanding activity would require you to be more than just being disease-free. To keep your body ready for summer activities, here are a few staple tips.
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Walk More - The 10k steps a day trend isn't a fad. It is a fact that walking is the most sustainable form of cardiovascular activity, which can help you lose extra pounds. No matter how intense your workout is, it is still only a fraction of your day. So, it is important to keep yourself active throughout the day, and getting those few thousand steps is the best way to do it. You don't even have to walk off your daily target in one stretch; rather, you should do it in short intervals of 5-15 mins. An average person walks 90-110 steps in a minute, which means that they can complete 10k steps in less than ten short intervals a day.
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Eat a balanced plate - Our food decides how we perform in life, and eating nutritionally balanced meals should be a habit that goes beyond your summer routine. A balanced plate includes all the three macronutrients, i.e., protein, carbs, and fats, in the right amount along with essential micronutrients. Make sure that your meals should not go overboard on fats or carbs and should involve micronutrients fibers. Do not forget to have good protein sources like eggs, meat, beans, dairy (anything that suits your dietary preference). Eating high protein also aids fat loss, which means that it will take you closer to your summer body.
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Hydration and Exercise - Drinking water keeps cravings away. It is essential to maintain all the biology of our body. Try to drink 3-4 liters every day. Complement it with some intense physical activity like resistance training, skipping, running, etc., at least three times a week. You don't want to fall short of your friends on the hike, right?
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Replace simple sugar with natural sources - Sugars are not only empty calories, but they also give you energy drains. To avoid any such situation, slowly start to replace your sugar with other low-calorie options like date jaggery. Do not stop sugar at once, as it might lead you to cravings and eventually eating more sugars.
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Two friends were walking through the woods when they thought they heard something.
They turned around and saw a big black bear coming towards them. Both men started to run when one of them stopped to change into tennis shoes.
The second man said, 'You don't have time to change shoes. You can't outrun that bear!'
The first man said, 'I know I can't outrun the bear. I only need to outrun you!
Two friends talk:
1st: "Hey, can I borrow some money? I'm broke."
2nd: "Get money from your job."
1st: "I got fired."
2nd: "Why?"
1st: "My boss told me to leave all my problems behind the door, so I told him to stand outside."
A friend asked a gentleman how it is that he never married?
Replied the gentleman, "Well, I guess I just never met the right woman…I guess I've been looking for the perfect girl."
"Oh, come on now," said the friend, "Surely you have met at least one girl that you wanted to marry."
"Yes, there was one girl…once. I guess she was the one perfect girl.
The only perfect girl I really ever met. She was just the right everything…I really mean that she was the perfect girl for me."
"Well, why didn't you marry her," asked the friend.
"She was looking for the perfect man," he said.
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