The Business Law Brief sm (January, 2001)

  1. Patent Applications to be Published 18 Months After Filing, Even If Decision on Patent Has Not Yet Been Issued.
    Bringing the US patent system into line with patent systems in Europe and Japan, the American Inventors Protection Act of 1999, now requires that the US Patent and Trademark Office (USPTO) publish most applications 18 months after their date of filing, whether or not the patent is granted. This means that a new invention may be made public before the inventor knows whether or not the patent will be granted. However, an inventor whose application is granted after publication would have the right to seek royalties from others who use it before the patent is granted. Inventors who don't plan to seek a patent overseas may qualify for non-publication under an exception to the new law. The publication provision of the Act is effective as of January 1, 2001.

  2. Tax I: Installment Tax Correction Act Reverses Onerous Tax Treatment of Installment Sales of Small Businesses.
    As previously reported in our March, 2000 issue, small businesses using the accrual method of accounting were taking it on the chin because a new law which taxed the entire proceeds of the sale of a business upon the sale, even if the payments were to be received in installments. That law is now history, as President Clinton, on December 17, 2000, signed into law the Installment Tax Correction Act of 2000, which essentially returns the law to what it was before last year's new law took effect. To see the bill when posted, go to http://thomas.loc.gov/, click on "Public Laws by Law Number", and input # 106-573.

  3. Tax II: New IRS Reporting Requirements for Attorneys Postponed.
    A new IRS Regulation scheduled to take effect January 1, 2001, 26 CFR Sec. 1.6045-5(a), was again postponed, to the relief of the bar nationwide. New 1099-MISC reporting requirements would have eliminated the $600 threshold for reporting, eliminated the exception for professional corporations, and required payors to report not only "income" but "information" regarding all monies passing directly or indirectly through the hands of attorneys. Such information reporting would include checks payable to a client, but delivered to an attorney. Fortunatley, IRS Notice 2001-7 postpones indefinitely the adoption of the regulation as to 26 USC 6045 (f), which remains in effect. But the so-called "middlemen" regulations are expected to make their appearance again next year.

  4. On Discovery of Malpractice, Statute of Limitations Begins to Run as to All Defendants.
    Debtor filed for bankruptcy after a business it purchased was found to have significant financial difficulties. But Debtor's subsequent adversary proceeding against defendant-accounting firm for its failure to advise buyer of the financial state of the business being purchased was found to be barred by a 2-year statute of limitations, since more than two years earlier, Debtor wrote to defendant, advising that its lawyers were investigating whether defendant and others were liable for accounting errors. In addition, once a party has a "strong suspicion" that one potential defendant has been engaged in wrongdoing, the statute of limitations begins to run as to all other potential defendants. The Whitlock Corporation vs. Deloitte & Touche, LLP, 00-1718 (12-7-00).

  5. Software Vendor's Limitation of Damages to "Repair and Replace" is Void if it Fails of its Essential Purpose.
    Although Defendant software vendor's contract for sale of computer software contained a limitation of liability clause which disclaimed all warranties of merchantability and fitness for a particular purpose, and purported to limit its liability to "repair and replacement," such clause was ineffective to dismiss Plaintiff's claim for money damages, since plaintiff's complaint alleged that the remedy wholly failed of its purpose. Relying on Pennsylvania's version of the Uniform Commercial Code's (UCC) limitation of damages provisions, the US District Court for the Eastern District of Pennsylvania ruled that Plaintiff's complaint was sufficient to allege that defendant's exclusive remedy had wholly failed of its purpose, and denied defendant's motions to dismiss. Caudill Seed and Warehouse Co. vs. Prophet 21, Inc., USDC ED Pa., No. 00-3712, (11-22-00).

  6. States Vote to Approve Recommendations on New Sales Tax System.
    Of the 45 states with some form of sales tax, representatives from 38 of those states which are members of the Streamlined Sales Tax Project have voted to support a Uniform Act and Uniform Agreement to implement a more modern and uniform sales tax collection system. Currently, vendors operating in the 45 states with sales taxes must comply with multiple tax rates, varying laws on product definitions, extensive tax return requirements, and costly and time-consuming annual audits, according to the Project's Press Release. The Uniform Act is expected to be submitted to the various state legislatures this year. To track its progress, return to the Project website above.

  7. Resources for the DotCom Economy.
    At www.Dotcom.com, search for a business by name, website, business type or stock ticker, and get back not only the information you seek, but also maps and directions to the business offices. Order credit reports or industry-specific reports for a fee. You'll find everything from news, trends, facts, and forecasts, to a basic primer on website content and copyright law.

  8. USSC: Arbitration Agreements Enforceable As to Statutory Rights.
    Respondent alleged Petitioner's violation of the Truth in Lending Act (TILA) in a financing arrangement which was subject to binding arbitration. The agreement was silent regarding the costs of arbitration, and Respondent, who was of modest means, contended that she might be unable to vindicate her rights under TILA because of the cost of arbitration. The US Supreme Court held that an arbitration agreement is not unenforceable simply because it fails to say who is responsible for arbitration costs, that Respondent had not proved that cost was an issue, and that the party resisting arbitration has burden of proving that Congress intended to preclude arbitration of the statutory claims at issue. Greentree Financial Corp vs. Randolph, USSC, No. 99-1235, (12-11-2000).

  9. Technology Advancing to Protect Copyrights.
    A story in the latest issue of Wired magazine reports on the development of software capable identifying pirated material on the internet, and tracing it back to the originating server. Once the server is located, an automatic "take-down" notice is sent, in compliance with the Digital Millenium Copyright Act of 1998, which requires copyright holders to contact infringers, and requires infringers to remove the copyrighted material from their websites.

  10. First Major Y2K Ruling Favors Insurer.
    Saying that Xerox waited too long and spent too much before consulting its insurer for reimbursement, Justice Charles Ramos of the State Supreme Court in Manhattan has turned down Xerox's request for reimbursement. The Court noted that Xerox had spent $138 million over three years before contacting its insurer, and that Xerox's delay had deprived its insurer, American Guarantee and Liability Insurance Co. of the chance to examine Xerox's hardware and software to determine how much work was needed, if any, before it was carried out. No decision online, but see the New York Times report.


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