Block & Roos, LLPBoston Business Litigation & Employment Law Attorneys | Block & Roos LLP2026-04-21T11:24:42Zhttps://www.blockroos.com/feed/atom/WordPress/wp-content/uploads/sites/1501743/2020/12/cropped-site-icon-32x32.jpgOn Behalf of Block & Roos, LLP<![CDATA[Has your business partner breached their fiduciary duty?]]>https://www.blockroos.com/?p=470502026-04-09T11:29:30Z2026-04-21T11:24:42ZUsurping Business Opportunities
A partner cannot claim a lucrative deal for themselves if it falls within the company scope. They must present all relevant opportunities to the firm first. Taking a private path for a corporate lead constitutes a clear breach of loyalty.
Launching Competing Entities
Fiduciaries must dedicate their professional efforts to the success of the shared venture. Setting up a rival business that targets the same market violates this commitment. Diverting clients or trade secrets to a new firm harms the original enterprise directly.
Engaging in Self-Dealing
Transactions must serve the best interest of the corporation. A breach occurs when a partner approves contracts or sales that benefit them personally. Massachusetts law requires full disclosure, transparency and fairness in all internal dealings.
Withholding Material Information
Reliable partnerships depend on total honesty. A partner breaches their duty if they hide financial losses or significant business developments. All owners possess a legal right to inspect records and understand the true status of the organization.
Forcing Shareholder Freeze-Outs
Majority owners often abuse their power to strip minority partners of their rights. This includes withholding dividends or removing an owner from an executive role without a valid reason. These actions aim to lower the value of the minority interest unfairly.
Securing the Enterprise Future
High-stakes disputes demand a precise command of Massachusetts statutes and case law. A strategic advocate identifies hidden financial discrepancies and builds a robust case for restitution.
Dealing with these conflicts alone invites unnecessary risk to personal assets and professional standing. A skilled attorney can increase your chances of holding individuals accountable for their actions while protecting the hard-earned equity of the business.]]>On Behalf of Block & Roos, LLP<![CDATA[Massachusetts employers and the new Wage Transparency Act]]>https://www.blockroos.com/?p=470392026-01-21T19:38:43Z2026-01-21T09:21:12ZA number of cities and states across the U.S. have enacted pay transparency laws. These statutes require employers to provide information about employee wage and salary ranges to potential applicants and current employees.
Pay transparency helps job applicants ensure that their offer is fair and within the designated range for their job within a particular company. It levels the playing field for negotiating starting salaries and decreases the likelihood of a low initial offer. Pay transparency laws are designed primarily to prevent racial and gender discrimination in pay practices.
More about the new law
Massachusetts’ new Wage Transparency Act became effective on October 29, 2025. The law requires all businesses that employ at least 25 people to include a job’s pay range in any posting or advertisement. Further, the new law requires employers to provide employees with the current salary range for their job "upon promotion, transfer or on request." Under the statute, an employer must “share what it reasonably and in good faith expects to pay at the current time." This language, while affording some discretion to the employer, is designed to prevent the practice, seen in other states without this limiting language, of employers posting unreasonably broad, and essentially meaningless, salary ranges. The Massachusetts law further provides protection against retaliation and imposes financial penalties on employers who fail to comply. .
Guidance for employers
According to the Mass.govwebsite, pay transparency also benefits employers and the economy in general. “Research has found that most workers are more likely to consider applying to a job, and trust the associated workplace, if the pay range is listed in the job posting. Beyond ensuring that workplaces in the Commonwealth are more equitable, the Pay Transparency Act will help strengthen the Massachusetts economy and its competitiveness by attracting and retaining the best talent.”While the long term effects of the law remain to be seen here in Massachusetts, it is logical to conclude that pay transparency also will save employers time and expense in the recruiting of candidates, weeding out those seeking a higher salary range than the employer can offer. The Massachusetts Attorney General has published guidance for employers on how to comply with the requirements of the new statute. Employers are well advised to consult that guidance or speak with an attorney to understand reporting requirements and penalties that can ensue for noncompliance.]]>On Behalf of Block & Roos, LLP<![CDATA[Protect your business during a partnership breakup]]>https://www.blockroos.com/?p=470332025-10-24T16:05:07Z2025-10-17T06:09:48ZStart with a Clear and Well drafted Partnership Agreement
Every partnership should have a clear and well-drafted partnership agreement that addresses roles, responsibilities and the process for ending the partnership. If it leaves gaps, address them now. Documenting expectations helps prevent misunderstandings and gives guidance if conflicts arise. A clear plan provides both partners with clarity, reduces surprises and can help avoid resentment if one partner feels overburdened. Review your state’s partnership statute with a lawyer.
Understand business valuation
Knowing what your business is worth gives you confidence in negotiations. Consider tangible assets like equipment and inventory as well as intangible ones like client relationships, brand value and intellectual property. Hiring a professional appraiser can provide an objective assessment. Accurate valuation ensures fair buyouts and settlements and strengthens your position in discussions. If possible, your partnership agreement should include a process for jointly retaining a business appraiser – someone the partners trust.
Use alternative dispute resolution early and often
Disagreements can escalate quickly. Mediation or arbitration provides structured ways to resolve conflicts efficiently and privately. Approach these methods with clear goals and understand your priorities. Staying focused on key issues and showing willingness to compromise often leads to better outcomes. A long, drawn-out public dispute in court can cause more harm than good, jeopardizing the continued success of the business for partners who wish to keep it going.
Structured dispute resolution saves time, reduces stress and protects your business relationships.
Seek experienced legal guidance. Too many partnerships begin with a handshake and lack proper documentation. Others use templates available on the Internet. Experienced attorneys can guide you through legal and financial complexities. They review agreements, advise on negotiation strategies and can help divide assets or restructure ownership. Early legal advice safeguards your interests and prevents costly mistakes later.
A partnership breakup does not have to threaten your business. By planning, valuing your company carefully and resolving disputes thoughtfully, you can protect your interests and preserve future opportunities. Speaking with an attorney ensures you navigate the process safely and confidently.]]>On Behalf of Block & Roos, LLP<![CDATA[Should business contracts include mandatory ADR clauses?]]>https://www.blockroos.com/?p=470242025-07-30T18:09:24Z2025-07-15T05:01:29ZMandatory ADR clauses
Business contracts set the terms of a working relationship. Employers hiring new workers outline compensation arrangements, benefits and job performance standards. Vendors clarify delivery dates, describe the “deliverables” and set a price for the services to be rendered or the products to be delivered.
Contracts should describe the process for terminating the relationship. With increasing frequency over the years, both employment contracts and business contracts include mandatory alternative dispute resolution (ADR) clauses for when things go awry. These clauses identify an ADR provider. Sometimes, in the employment context, the employer requires the employee to engage in a multi-step process before going to arbitration, including informal mediation, formal mediation, and if the conflict cannot be resolved, formal arbitration. Even in the consumer context, a consumer may be required to agree to arbitration as a means of resolving any dispute (think Uber, Amazon, other apps.).
Despite their popularity in all manner of contracts, mandatory ADR clauses often have a bad reputation. The wronged parties– consumer, employee, or business partner may think they have a better chance of winning at trial or recovering more money. Because arbitrators are essentially private judges, they are paid to hear the case, by the hour. When the contract requires a panel of three arbitrators, arbitrating can become costly.
The good news for employees and consumers is that most ADR providers require the employer or the business to pay the arbitrators’ fees. The individual bears only the same kind of legal expenses he would incur if he went to court. Business cases require that both parties split the arbitrators’ fees; some clauses have a “fee shifting” provision, meaning that the loser pays the winning side’s legal fees.
Although accurate statistics may be hard to come by, it is not necessarily true that individuals such as employees or consumers are disadvantaged in arbitration. For one thing, arbitration has a much shorter time frame from filing to judgment. Arbitration is confidential. Thus, private information about an individual’s work history, medical conditions, or performance will not be available for viewing in a court docket or on the Internet. Many arbitrators on the rosters have represented individual employees or consumers – the deck is not stacked against individuals as the perception may be. Arbitrators have expertise in specialized fields of law and knowledge. Most importantly, the parties to an arbitration have an opportunity to select their arbitrator and find someone in whom they feel confident to come up with a just result. Because of the shorter time frame for resolution (rarely more than a year), it is more likely that arbitration cases will settle sooner, in advance of a trial-like hearing.
While we as consumers do not have much of a choice to opt out of arbitration when buying pre-packaged products or services, any employee or party to a business contract with an arbitration clause should consult with a lawyer before signing to understand their rights and the process. Sometimes there is an “opt out” possibility. Often, especially in a business case, the parties can agree in advance to an intermediate, less adversarial form of dispute resolution before proceeding to arbitration.]]>On Behalf of Block & Roos, LLP<![CDATA[Enforcing an out-of-state debt judgment in Massachusetts]]>https://www.blockroos.com/?p=470212025-04-22T04:19:51Z2025-04-18T06:35:44ZMassachusetts law allows for the domestication of foreign judgments, which can streamline legal proceedings for creditors.
What is a foreign judgment?
As many people can readily infer, a foreign judgment is a court ruling from another jurisdiction. The courts can recognize and enforce judgments issued by courts in other locations.
Domestication procedures are possible with judgments issued in certain other countries or in other states within the United States of America. When creditors have successfully litigated and secured a judgment that may allow them to pursue more aggressive collection efforts on a valid debt, the courts can issue a judgment.
The creditor may then be able to garnish the debtor’s wages, place a lien against their property or take other aggressive collection steps. However, court orders typically only apply to the jurisdiction in which they originate. Creditors pursuing collection activity against someone now residing in Massachusetts may be able to domesticate the prior judgment.
What happens during domestication?
Domestication is different from relitigating the collection issue. The creditor does not have to establish the validity of the debt or complete the same complicated process required for the initial judgment.
Instead, they file the appropriate paperwork and ask the Massachusetts courts to recognize the validity of the judgment issued elsewhere. The creditor can then take appropriate steps to collect the debt. Domestication is often faster and more cost-effective than other collection options. It reduces how long creditors have to wait to pursue repayment for a debt.
For many businesses, domesticating foreign judgments is one of the best options available for addressing outstanding debts. Reviewing prior collection efforts and current circumstances with a skilled legal team can help creditors determine if domesticating a judgment is the best path forward.]]>On Behalf of Block & Roos, LLP<![CDATA[Has the federal government banned noncompete agreements?]]>https://www.blockroos.com/?p=470112025-01-22T19:57:22Z2025-01-22T05:06:43ZOn Behalf of Block & Roos, LLP<![CDATA[Commercial Litigation: Partnership Feuds]]>https://www.blockroos.com/?p=470162025-01-22T17:12:07Z2024-10-11T10:39:48Zhave a fiduciary duty to each other and the enterprise. The fiduciary duty owed by one partner to another is one of “utmost good faith and loyalty.” That means no self-dealing, no theft and no interference with a corporate opportunity.
Unfortunately, business partners, like married couples, are not immune from disputes, or the need for a business divorce. Best practices should include, in the partnership agreement itself, some form of alternative dispute mechanism for resolving disputes privately and cost effectively. But when one side is unwilling to come to the bargaining table or where a partner has acted egregiously (such as misuse of funds or steering business to himself or another company in breach of his fiduciary duty), litigation or arbitration may be only the option, at least initially to prevent further misconduct.
Courts can issue preliminary injunctions to prevent further misconduct (including immediate removal of the offending party from the partnership) and maintain the status quo while the parties litigate their dispute either in court, or in an arbitration venue. Remedies can include a buyout, restitution, and dissolution of the partnership. Trigger warning: litigating these business divorces can get very expensive, especially in a case involving allegations of six- and seven-figure damages that must be substantiated by experts in the industry. Parties also should consider the reputational effects of a public feud.
It is best to seek counsel as soon as problems arise to evaluate options and protect the business you started.]]>On Behalf of Block & Roos, LLP<![CDATA[Overview of FMLA requirements and protections]]>https://www.blockroos.com/?p=470082024-04-22T16:54:57Z2024-04-22T13:12:33ZEligibility and entitlements
Employees are eligible for FMLA leave if they work for a "covered employer," have worked for the employer for at least 12 months and have clocked at least 1,250 hours of service in the 12 months prior to the start of the leave. Covered employers include all public agencies, all public and private elementary and secondary schools, and companies with 50 or more employees.
Eligible employees can take up to 12 weeks of unpaid leave in a 12-month period for the birth and care of a newborn child, for the adoption or foster care placement of a child, to care for an immediate family member (spouse, child, or parent) with a serious health condition, or to take medical leave when the employee is unable to work due to a serious health condition.
Employee benefits and protections
During FMLA leave, an employer must maintain the employee’s health benefits under any group health plan on the same terms as if the employee had continued to work. Upon return from FMLA leave, most employees must be restored to their original or equivalent positions with equivalent pay, benefits, and other employment terms. The Act also provides that an employee’s use of FMLA leave cannot result in the loss of any employment benefit that the employee earned or was entitled to before using FMLA leave.
Employer responsibilities
Employers are required to inform employees of their rights and responsibilities under the FMLA, including providing specific written notice about FMLA protections and the procedures for filing complaints of violations of the Act with the Department of Labor. Employers are prohibited from retaliating against an employee for using or trying to use FMLA leave, as well as from interfering with, restraining, or denying the exercise of FMLA rights.
Challenges and considerations
Both employers and employees may face challenges related to FMLA protections and obligations. Employers must carefully manage requests to ensure compliance without disrupting business operations, while employees must navigate the complexity of FMLA regulations to understand their rights and responsibilities and ensure their doctors provide the required information.
Communication between employers and employees about expectations and obligations – in addition to personalized legal guidance, whenever necessary – can help alleviate misunderstandings and conflicts in this regard.
In Massachusetts, employees have additional rights (up to 20 weeks of medical leave and 12 weeks of family leave (capped at 26 weeks in the aggregate)) under the Paid Family and Medical Leave Act, which provides them with income during the leave period and has some built-in protections upon coming back to work.]]>On Behalf of Block & Roos, LLP<![CDATA[The Future of Non-solicitation Agreements]]>https://www.blockroos.com/?p=470072024-01-30T14:17:30Z2024-01-30T14:17:30ZThe protection of clients and customers
A non-solicitation agreement can effectively fill the same role as a non-compete agreement, particularly in a service industry. When the company uses language that prohibits the solicitation of clients and customers, a former employee who leaves to work elsewhere must adhere to it. If the former employer files a lawsuit once it get wind of a violation, courts are often willing to enter a preliminary order (injunction) to stop employees from inducing their former clients and customers to join them at their new place of business. After a trial, and discovery of the employee’s efforts to solicit the former employer’s business, the former employee risks a judge or jury imposing damages in the amount of business the old employer has lost.
The protection of key talent
Worker who leave to take a new job or start their own company might also damage their former employer by luring former coworkers away to join the new company. Whether they reach out to directly hire their former subordinates after taking a management position elsewhere or try to hire people who are top performers on different teams, they could leave their employer in a lurch. Most non-solicitation agreement prevent solicitation of employees as well as clients and customers. Judges look askance at an employee acting like a “corporate Pied Piper” in inducing others to leave.
PRECAUTIONS
As with any restrictive covenant, a non-solicitation agreement must be part of an otherwise valid contract. Courts will uphold non-solicitation agreements signed at the outset of employment as part of the employment relationship.
Employees are well advised to seek counsel before signing a non-solicitation agreement. And, if they have a book of business, they should ensure that clients with whom they have a pre-existing relationship and who may join them later, are exempted from the non-solicitation clause. After an employee leaves, he should find out what types of behavior can be construed as “solicitation” that violates the employment contract. Employers, for their part, should ensure that the non-solicitation agreement is reasonable in time and scope and does not, for instance, prevent solicitation of customers that the employee never met or interacted with during the term of her employment. Courts will not prevent ordinary competition, but will enjoin an employee from leveraging his relationship with the former employer to induce clients with whom he had close relationship to follow him elsewhere.]]>On Behalf of Block & Roos, LLP<![CDATA[Who pays legal fees in a business lawsuit in Massachusetts?]]>https://www.blockroos.com/?p=470032023-11-16T14:13:45Z2023-10-26T15:36:36Z.” And, once again, the case would have to proceed all the way to trial before a plaintiff might recover its fees.
Most business disputes, like 95 percent of all civil cases, settle before trial. Obviously, a fee shifting provision in a contract can provide leverage in settlement, as can a good claim for unfair or deceptive practices. But parties have to be realistic about the likelihood of ever collecting their fees.
As importantly, lawyers need to be up front with their clients about the cost of filing a lawsuit and going all the way to trial.
Successfully negotiating a settlement always requires some flexibility. Understanding the cost of “winning,” including legal fees that have to be paid along the way, will help achieve an appropriate resolution, hopefully at the outset of the dispute.]]>