Connecticut Corporate Law - Goldman Gruder & Woods


	Featured Articles Employment Contracts The Dot.com collapse, corporate scandals and recession have re-focused attention on employment contracts. Employees who took their marketability for granted now wish they had reviewed their contracts more carefully before they signed. Companies, on the other hand, are more carefully examining termination provisions as a way of reducing compensation and are more willing to go to court to enforce covenants not to compete. Thus, while in the 1990's, lawyers were asked to advise their clients concerning stock options and equity kickers, they are now refocused on the "meat and potatoes" issues of compensation, termination, and covenants not to compete. The typical employment contract covers such basic issues as base salary, bonus, benefits, and vacation. While lawyers are often instrumental in negotiating these items for their clients, both companies and employees generally understand these issues very well. Termination: For Cause or Not for Cause, that is the Question Clients have less familiarity with termination clauses. Contracts can provide for termination with or without cause. While some contracts grant severance (sometimes in substantial amounts) in the event of termination without cause, others permit termination without cause (and without any substantial severance pay) after a mere notice period. If you do not understand these issues carefully, you may find yourself not as well protected as you thought. "Cause" provisions are critically important. When drafted to favor the company, cause can be defined to include many things that are not even the employee's fault. In contrast, when drafted to protect the employee, cause is often limited to conviction of a crime, theft of company property, and other, hopefully rare types of occurrences. Employees signing contracts without the benefit of a lawyer's review may end up being terminated for cause and having no recourse, even if the employee has not acted wrongfully. Protecting the Employer: Covenants Not To Compete, Confidentiality, and Non-Solicitation Employment contracts can also protect the employer by prohibiting (a) disclosure of trade secrets and other confidential information, (b) post-employment solicitation of employees and customers, and (c) post-employment competition. Covenants not to compete are extremely important; yet many are either accepted by employees without much thought or drafted by companies in a way that makes them unenforceable. If the covenant is too broad (in duration, scope or geographic limitation), the court will not enforce the provision, and the former employee will be free to compete, with potentially devastating effect to the employer. Only with the advice of an attorney can an employer have some comfort that the covenant not to compete will be enforced. Furthermore, covenants not to compete need to contain well-drafted remedies provisions, in order to allow the company not only to recover damages, court costs and litigation expenses, but also to permit the company an injunction to stop the former employee from soliciting customers and/or competing. The extent to which a covenant not to compete is determined to be too broad (and therefore unenforceable) is a "reasonableness test", based on the specific facts and circumstances involved. Without an attorney having background in employment contracts, the employer will not be certain whether its covenant not to compete will be enforced by a court. In short, whether you are an employer or an employee, the employment contract and other agreements signed at the beginning of an employer-employee relationship are well worth the attention of an attorney. Goldman Gruder & Woods, LLC represents both employers and employees in these matters, as well as in most other types of employment issues. Tax Appeals Has Your Property Been Reassessed? An Introduction To Tax Appeals Connecticut recently amended the procedures pursuant to which towns and cities assess commercial and residential real property. The most important change is that properties will be reassessed every four years, rather than the present practice of every ten years. As a result, most towns and cities have recently or will soon conduct a reassessment of all residential and commercial property, and this reassessment will serve as the baseline for your property taxes for at least the next four years. The reassessment process begins with the Tax Assessor's mailing you a questionnaire concerning the physical attributes of your property and, if applicable, the income and expenses therefrom. The information you provide on this form is critical because, in conjunction with an outside appraisal company, the Tax Assessor next conducts an exterior visual inspection of all properties in the municipality and an interior inspection of many of the properties. These appraisals greatly rely on the information provided on the questionnaire. Once the appraisals are completed, you should receive a notice indicating your new assessment. The new assessment is supposed to be 70% of the market value of the property as of the valuation date. The amount of the assessment will determine your taxes for at least the next four years. Once you receive this notice, you should determine whether the market value determined by the town is accurate. Because the assessed value is equal to 70% of the market value of your property, you must divide the assessment by seven and then multiply it by ten to convert the assessed value to the market value. Next, compare the market value to what you believe the market value is for similar properties in your neighborhood or town. You may want to go to the Tax Assessor's office and review recent sales of properties that are similar to your property. In addition, you should check that the Tax Assessor's records accurately reflect such important information as the physical improvements to your property, its age and condition. Occasionally, the Tax Assessor's records are in error, and an error may result in an excessive valuation. Once you have conducted this investigation, if you believe the property has been incorrectly assessed, you have several avenues available. First, most municipalities allow property owners to meet with the Tax Assessor or representatives of the appraisal company to discuss their assessment. This informal process is usually the best way to correct problems with such underlying information used to formulate the assessment as square footage, age, number of bedrooms or apartments and condition. Second, if this informal process has not afforded you the relief you seek, you may file an appeal with the Board of Assessment Appeals. You must file the appeal on or before the date set forth in the initial notice of the revised assessment that you received. Forms for filing the appeal are available at the Tax Assessor's office. Once this documentation is filed, you will receive notification from the Board of the date, time and place of your hearing. When appearing before such a Board, you must bring information to support your contention that the property has been over assessed. This information could include the values of comparable properties as determined by the Tax Assessor or recent sales of comparable properties. In order to present the best possible case, you should contact an experienced attorney. If you appeared before the Board of Assessment Appeals and did not obtain a satisfactory resolution, you may file an appeal to the Superior Court. Such an appeal must be filed within sixty days after the date of the Board of Assessment Appeals' decision. The Superior Court appeal requires that you prove that the Tax Assessor's valuation is incorrect through the testimony of an appraiser whom you must engage. In addition, the Superior Court appeal affords you the opportunity to have the town produce all documentation used to obtain its assessment and market value. There are many other procedural and evidentiary requirements in filing a tax appeal with the Superior Court. Therefore, you should obtain the services of experienced legal counsel when commencing a tax appeal. Both Matthew Woods and Neil Lippman of Goldman Gruder & Woods, LLC have extensive experience representing commercial and residential property owners in tax appeals. Attorney Woods' experience includes serving as counsel to the City of Milford in its tax appeal cases. Attorneys Woods and Lippman are available to discuss any questions you have regarding your new assessment or commencing a tax appeal.