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 L E G A L   B R I E F
November 2013
Newsletter Archive
Negotiating Update
Intellectual Property Update
Landlord/Tenant Update
Wills, Trusts & Estates Update
Firm News
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Campolo, Middleton & McCormick, LLP, is a full-service business law firm that represents clients in a wide variety of legal matters including litigation and appeals; corporate and technology; real estate development and zoning; wills, trusts and estates; labor and employment; personal injury matters including the defense of general liability, construction, premises liability and transportation cases.
4175 Veterans Highway Suite 400
Ronkonkoma, NY 11779
p 631-738-9100
f  631-738-0659

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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.


CM&M Announces the Addition of a
Matrimonial Department

Campolo, Middleton & McCormick is pleased to announce the addition of a Matrimonial Department to the firm. It will be headed by the Honorable Judge James F.X. Doyle (retired). As Special Counsel to the firm, Doyle brings his extensive judicial experience to the Matrimonial team. Campolo, Middleton & McCormick will serve as counsel to clients in matrimonial law matters from pre-marital planning by way of prenuptial agreements to postnuptial mediation, settlement and litigation, when needed. We understand the client's needs when dealing with custody, complex financial structures, business valuation and division issues, real estate, pensions, retirement plans, stock options and other forms of deferred compensation, as they relate to matrimonial matters.


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Best Interests of the Corporation
(if Minority Shareholders Agree)
by Brandon Druek, Esq.

The decision-making process for corporations is typically relegated to the directors of the corporation, appointed by vote of the holders of shares of the corporation. In managing the affairs of the company, the directors must take actions which are in the best interests of the corporation. The authority to make these decisions without minority shareholder input may be a consideration when selling an interest in the corporation, to prevent holders of a minority interest from influencing corporate action.

For closely held corporations (which are essentially corporations whose stock is not publicly traded), directors must be cautious when soliciting minority investors. Directors must not only carefully consider what powers they desire to give to holders of these minority shares, but also what powers may inherently exist based on New York law. For closely held corporations, because there is no public market to sell shares and any possible sale may have many restrictions depending on the corporation, New York has added statutory protections for minority shareholders, which create additional rights or powers for these shareholders.

To read more click here >>


Negotiating Update

CBS and Time Warner Negotiations
by Joseph N. Campolo, Esq.

On Aug. 2nd, CBS-owned stations in New York, Los Angeles and Dallas went dark on Time Warner Cable systems after talks between the companies broke down. Time Warner also removed Showtime and three other cablers from lineups Campolo3 nationwide in the dispute. The blackout was a result of a dispute over CBS' request for higher fees from the cable company to retransmit CBS stations.

They ended their one month battle/contract dispute, with CBS winning not only a significant financial increase for its programming, but also its stake in the digital future. The outcome should set a precedent for cable companies and their view of blackouts as a viable negotiation tool. Last month, Time Warner Cable reported a huge quarterly loss of television subscribers, the largest in its history: 306,000 of its 11.7 million subscribers dropped the company. While CBS has came out unscathed.

Harvard Law School's Program on Negotiation published an article written by Katie Shonk entitled "The CBS - Time Warner Cable Dispute: Making a Bad BATNA Even Worse." She discusses how the CBS/TWC standoff is a perfect example of how attempting to punish a negotiation counterpart into conceding often backfire. As Time Warner played hardball with CBS in an attempt to frighten the network into conceding, they lost focus on how the standoff would impact its customers and ultimately lose subscribers. Time Warner's BATNA -- its "best alternative to a negotiated agreement" with CBS -- was a bad one from the start.

To read the full article, click here >>


Intellectual Property Update 

Benefits of Copyright Registration
by Eryn Y. Truong, Esq.
Many artists, especially entrepreneurs who are just starting off, often start talking to others about their work without realizing that they may be disclosing too much. Their creative ideas or works are assets, and if they do not establish Deblois ownership of these assets, the assets could be lost.

Artists often do not realize how important it is to establish ownership over their works, before displaying or disclosing them to the public.

Generally, copyright attaches automatically the moment the original work is created and "fixed" in a tangible medium. Copyright owners possess the right to prevent others from copying and selling the copyrighted work. However, in addition to those rights, the U.S. Copyright Act provides additional rights and protections to registered copyright owners.

First, copyright registration establishes a public record of the copyright ownership. This puts the public on notice of your ownership of the work. It also allows you to affix the copyright notice � to your work.

Second, the certificate of copyright registration serves as evidence in court of the validity of the copyright and your ownership. This is also helpful when a copyright owner seeks swift action and a response from an infringer. With a copyright registration, the effect of a "cease and desist" letter is stronger on an infringer who understands the consequences of a legal action.

To read more click here >>

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Landlord/Tenant Update

Well Settled Legal Principles and Proof
Required to Prevail
by Patrick McCormick, Esq.

Three recent appellate decisions, each sparse on fact, nevertheless remind us of the relevance of well settled legal principles and confirm the proof required to prevail on each. The first, Tewksbury Management Group, LLC v. Rogers McCormick Investments NV LP1, involves application of the doctrine of res judicata; the second, Bonacasa Realty Company, LLC v. Salvatore2, discusses the concept of piercing the corporate veil; and the third, MH Residential 1, LLC MH v. Barrett3, inter alia, discovery.

In Tewksbury, the commercial tenant commenced an action against its landlord claiming landlord breached the lease by failing to obtain a valid certificate of occupancy, remove building violations that allegedly interfered with tenant's use of the premises, to provide heat and to deliver possession of the entire premises. By order entered April 19, 2012, the Supreme Court granted landlord's motion to dismiss the complaint.

As it turns out, several years earlier in 2008, landlord commenced a nonpayment proceeding against tenant. That proceeding ended with a consent judgment of possession and judgment for rent arrears. In affirming the dismissal of tenant's claims upon the doctrine of res judicata, the Appellate Division held that tenant's claims were "inextricably intertwined with defendant's claims in the summary proceeding" and could have been raised by tenant in that summary proceeding. Obviously, tenant's claims, if proved, would have provided a defense to landlord's claims for possession and rent. Having failed to raise the claims in the summary proceeding and, more importantly, having consented to a judgment for rent arrears and possession, tenant necessarily acknowledged rent was owed, thus precluding its claim that landlord breached the lease. If you represent a tenant and have claims that could provide a defense to a claim of nonpayment and that would also result in an award of damages, the claim must be raised in the summary proceeding or it may be forever lost.

To read more click here >>


Wills, Trusts & Estates Update

The Most Important Part of an Estate Plan
is the Memories
by Martin Glass, Esq.

This month I completed the sale of my parents' co-op in Queens. This is the apartment that I grew up in. The process of emptying the apartment (which I discussed back over the summer) has finally been completed. Most people, when theyGlass  design their estate plan, think primarily about the large financial assets: real property, bank accounts, investment accounts, family businesses, etc. But let me tell you from personal experience, the most heart-wrenching decisions are who gets the "stuff." I've found in my practice that family rifts and disputes are not over money, but over the little things that end up having little or no monetary value at all.

The family bible, the photo album, Mom and Dad's wedding bands, Grandma's heirloom hope-chest. These are the items that end up costing families more in harsh words, hurt feelings, and legal fees than any expensive property or valuable bank account. This is because these are the items that, although they may have a low financial value, have a high emotional value for families -- a fact that many parents or grandparents do not consider when they are making out their Wills or Trusts. Luckily for me, living in an apartment didn't give us the luxury of saving a lot of "memories." If it wasn't used, it didn't stay.

Even though the Executor may be in charge, typically the heirs get to decide among themselves (or more commonly: fight among themselves) after your death as to who gets the crystal vase, jewelry, dining room furniture and handmade artwork. Instead, consider talking to the kids and grandkids about these memorabilia and emotional heirlooms right now. Keep in mind that this might not be an easy conversation to initiate. Most kids are reluctant to talk about, or even think about, their parents' eventual passing. Believe it or not, many parents have found that they have to broach the subject more than once before their kids are willing to talk about it.

To read more click here >>


Firm News

     CM&M Wins 2 LIBN Leadership-in-Law Awards   

Campolo, Middleton & McCormick, LLP takes great pride in Campolo3 announcing that Joseph N. Campolo, Esq., and Kristen Navas were recipients of the 2013 Long Island Business News' "Leadership in Law" Awards. They were honored at a gala dinner on Thursday, November 14, 2013 at Crest Hollow Country Club in Woodbury, NY. The awards recognize individuals whose dedication to excellence and leadership both in the legal profession and in the community and has had a positive and lasting impact on Long Island.

Joe Campolo, the firm's managing partner, was was selected by a committee of business leaders and was honored along with 12 other recipients in the Partner category. Kristen Navas, the firm's Director of Operations, was the sole recipient of the Unsung Hero Award.


          Middleton Named Chair of Stony Brook IAB  

CM&M Partner Scott Middleton has been named Chair of the Stony Brook University Intercollegiate Athletics Board. The IAB serves as a liaison between the various members of the campus community and the Department of Intercollegiate Athletics and provides feedback and advice to the Department of Athletics on matters concerning compliance functions, academic issues, gender equity, and budget development.

Ellen Bisset DeRiggi Spotlighted in LIBN
Our newest Of Counsel attorney, Ellen Bissett DeRiggi, was spotlighted in the LIBN People section earlier this month. The article discusses how she got started in law and the recent merger of her private practice with Campolo, Middleton & McCormick. 

To learn more, click here >>

CM&M and Amscan Inc. Win Defense Verdict 
    in Breach of Contract Suit 
Campolo, Middleton & McCormick is pleased to announce that litigators Joe Campolo and Eryn Truong, along with co-counsel Cody Weston from Perkins Coie, obtained a complete defense verdict on behalf of Amscan Inc. and    prevailed on Amscan's counter-claim in a week-long jury trial that took place in Multnomah County, Oregon. The action was brought against Amscan by Interpersonal Management, Inc., a company that had contracted with Amscan to be its exclusive agent for sales on Amazon. Interpersonal sought $5,000,000 in damages plus attorney's fees from Amscan.
Witnesses in this trial included several senior executives from both companies, and numerous experts for both sides. Managing partner of CM&M and lead trial counsel, Joe Campolo, stated "Amscan faced challenges from the beginning as the action was brought against the New York company by a 5th generation Oregonian in Oregon, and would be decided by an Oregon jury. However, after a full week of highly contentious procedural and factual arguments, the jury saw this case for what it was -- a shake down, pure and simple." Having prevailed on its counter-claim, Amscan was awarded its attorney's fees. The matter will likely be appealed by Interpersonal.

                 CM&M Hosts Zeldin Fundraiser
On November 21, 2013, Campolo, Middleton & McCormick proudly held a fundraising reception for Senator Lee Zeldin. Zeldin is a Republican member of the New York State Senate, representing the 3rd district, who is running for the eastern Long Island congressional seat in New York's First Congressional District.

At the event, Senator Zeldin delivered an inspiring speech about using non-partisan cooperation to come together and strive to make a difference in Washington. By running for election to the U.S. Congress, Senator Zeldin hopes to build upon the successes he achieved in New York, and continue to work tirelessly as an advocate on the national level.

To learn more about the issues in this race, about Zeldin or how to contribute, visit www.zeldinforcongress.com 




Campolo, Middleton & McCormick, LLP
4175 Veterans Highway, Suite 400
Ronkonkoma, NY 11779
p 631-738-9100 | f 631-738-0659
contact@cmmllp.com | www.cmmllp.com