Perspectives

If one of your goals in 2025 is ensure your contracts are more secure, you’re not alone. Contracts are often viewed as administrative necessities, but for businesses involved in capital equipment sales-whether it’s large machinery, medical devices or construction materials-contracts are powerful tools for mitigating financial and legal risks. Poorly drafted agreements can lead to costly disputes, lost revenue, and exposure to liabilities that could threaten the financial stability of your business. By incorporating key provisions, you can safeguard your operations and reduce potential risks. Let’s explore three critical contract terms every capital equipment provider should prioritize.

Limitation of Liability: Safeguard Your Financial Interests

A limitation of liability clause protects your business from excessive financial exposure by capping the damages you may be required to pay in the event of a dispute or breach. For capital equipment providers, this protection is crucial given the significant cost associated with product failures, delayed delivery, or operational downtime.

How it works:

This clause limits liability to a specific dollar amount, such as the contract value or a predetermined ceiling, ensuring your exposure is manageable. For example, if a client incurs significant losses due to malfunction, your liability could be limited to the purchase price of the product rather than broader, unpredictable costs like lost profits or third-party claims.

Best Practice:

Be precise in defining the cap and consider excluding specific types of damages, such as consequential, incidental, or punitive damages. Keep in mind that enforceability may vary by  jurisdiction, so consult legal counsel to endure your contracts are legally sound and enforceable.

Warranties: Clearly Define Your Obligations

Warranties establish the scope of your obligations and help set customer expectations, which is critical in capital equipment sales where trust is essential. Warranties can be express (explicitly stated) or implied (automatically applied by law). Managing these warranties properly can prevent misunderstandings and legal disputes.

Express Warranties:

These are explicit promises regarding the product’s performance, quality, or lifespan. They’re often detailed in contracts, marketing materials, or technical specifications. Missteps in how these promises are worded can lead to overcommitments and liability exposure.

Implied Warranties: These include written guarantees like the warranty of merchantability (the product will perform as expected) and fitness for particular purposes (the product is suitable for the buyer’s specific need). While these are automatic in many transactions, they can often be limited or disclaimed through carefully crafted contract language.

Best Practice:

Specify what is covered and for how long. If applicable, disclaim implied warranties to avoid unforeseen obligations. For example, a clause such as “The product is sold as-is with no implied warranties” can significantly reduce your risk.

Indemnity Clauses: Shift Liability for Third-Party Claims

Indemnity clauses allocate the financial responsibility for third-party claims to a specific party, which is essential in capital sales where the risk of product-related claims is higher. These provisions protect your business from bearing the financial burden of lawsuits related to product performance, safety, or improper use by the customer.

How it works:

If a customer or a third party files a claim due to a malfunction, defect, or accident, an indemnity clause can transfer the responsibility for legal costs, settlements, and damages away from your company. This is particularly valuable in industries like construction, healthcare, and heavy equipment, where operational risks are significant.

Best Practice:

Ensure the indemnity clause defines the scope of claims covered and the extent of liability. In some cases, mutual indemnity-where both parties agree to indemnify each other under certain circumstances-can provide balanced protection.

The Bottom Line: Protect Your Business Through Smart Contracting

For capital equipment providers, contracts are more than legal agreements-they are essential risk management tools. By integrating provisions such as limitation of liability, clear warranties, and well-structured indemnity clauses, you can significantly reduce your exposure to financial loss and legal disputes.

Taking the time to review and refine your contracts with experienced legal counsel ensures that these provisions are both enforceable and tailored to your unique business needs. Protecting your business today with robust contract terms can prevent costly issues down the road and strengthen your financial stability. Take action. If you’re unsure whether your contracts effectively reduce your risk, now is the time for a review. Contact Wagner, Falconer and Judd for expert guidance on drafting capital sales contracts designed to protect your bottom line.

The holiday season is a time for joy, celebration, and bonding with colleagues, but it can also be a potential legal minefield if not handled thoughtfully. At Wagner, Falconer & Judd, we believe in celebrating responsibly-because nothing dampens holiday cheer like a post-party HR nightmare. Here’s how to host a holiday party that’s festive, fun, and free from liability concerns.

Why Holiday Parties Pose Legal Risks

Holiday parties are an extension of the workplace, meaning employers can still be held liable for incidents that occur. Common risks include:

• Harassment claims stemming from inappropriate jokes, comments, or behaviors
• Alcohol-related incidents that lead to poor decision-making or accidents.
• Discrimination issues if the event feels exclusionary to certain groups.

With a few protective steps, you can minimize these risks while still throwing a memorable event.

Set Expectations in Advance

Clear communication is key. Send an email or memo before the party reminding employees of expected behavior. Consider including:

• A brief refresher on your company’s harassment and conduct policies.
• A friendly reminder that the event is a work-sponsored function. “Let’s celebrate responsibly!”

By setting expectations early, you reduce the likelihood of incidents occurring.

Manage Alcohol Consumption

Alcohol often loosens inhibitions, which can lead to unprofessional behavior. To minimize risk:

• Limit drinks by using drink tickets or offering a cash bar after a certain point.
• Hire professional bartenders trained to recognize when someone’s had too much.
• Offer non-alcoholic options prominently, showing inclusivity and encouraging moderation.
• Provide transportation such as rideshares, shuttles, or designated drivers to prevent impaired driving.

These steps demonstrate your commitment to employee safety and reduce the chance of alcohol-fueled accidents.

Foster and Inclusive Atmosphere

Holiday parties should be welcoming to all employees, regardless of religious beliefs or personal preferences. To ensure inclusivity:

• Choose neutral themes like “Winter Wonderland” or “Festive Celebration”.
• Offer a variety of food and drink options to accommodate dietary restrictions.
• Plan activities that encourage everyone to participate, such as games, raffles, or contests that don’t revolve around alcohol.

Creating an inclusive environment reduces the risk of employees feeling excluded or uncomfortable.

Train Managers to Lead by Example

Your leadership team should understand their role in setting the tone. Provide guidance to managers on:

• Maintaining professionalism during the event.
• Recognizing and addressing issues before they escalate.
• Supporting employees who may feel uncomfortable or need assistance.
• Understanding reporting requirements should an incident occur.

When managers lead by example, employees are more likely to follow suit, reducing the risk of misconduct.

Reinforce and Review Your Harassment Policy

Ahead of the event, take the opportunity to review and reinforce your harassment policy. This can be done through a short refresher training or written reminder. Be sure to clarify:

• What constitutes inappropriate behavior.
• How employees can report concerns.
• The steps management will take to address any issues.

Reinforcing your policies demonstrates your commitment to a respectful workplace and can help prevent potential legal claims.

Address Post-Party Feedback

Following the event, encourage employees to share feedback. Create an open channel for reporting concerns and take action promptly if any incidents arise. Document any complaints and follow your company’s standard procedures for handling workplace issues.

WFJ: Your Trusted Partner in Employment Law

Even with the best planning, unexpected issues can arise. Having a legal partner like WFJ can help you navigate challenges, from policy reviews to handling harassment claims. We’re here to support you in creating a safe, inclusive, and legally sound work environment. With these tips, your company holiday party can be a time for celebration without the legal headaches. Here’s to making your holiday season merry, bright, and liability light! 

As we approach 2025, employers face a host of new legislative changes that could significantly impact workplace policies, practices, and budgets. Staying ahead of these changes is not just about avoiding penalties-it’s about fostering a compliant, inclusive, and future-ready workplace. Below are five key areas employers should focus on, along with insights into how they can prepare effectively.

Stay Ahead of New Poster Requirements

Mandatory workplace posters are a simple but crucial compliance requirement. With changes in federal and state laws, updated posters often reflect new employee rights and employer obligations. Employers should monitor for updates to ensure their postings are current. Noncompliance can lead to fines, not to mention the risk of employee claims stemming from lack of information.

Be Ready for Even More Pay Transparency

Pay transparency laws are expanding, with states requiring employers to disclose salary ranges in job postings, promotions, and even during annual reviews. These laws aim to close wage gaps but also add layers of complexity to hiring and compensation strategies. Employers need to evaluate their pay structures, ensure consistent practices, and prepare for increased scrutiny.

Keep an Eye on Emerging Paid Leave Laws

From parental leave to paid sick leave, state and local governments continue to introduce new paid leave laws. These laws not only affect policy creation but also payroll systems and employee handbooks. Employers should stay updated on new mandates and consider how to balance compliance with operational needs.

Plan for Big Minimum Wage Hikes

Minimum wage increases are sweeping the country, with some states and cities enacting annual adjustments tied to inflation. These changes can significantly impact payroll budgets, especially for businesses with large hourly workforces. Employers should strategize how to mitigate the financial impact, whether through workforce planning, price adjustments, or operational efficiencies.

Create Clear Policies for AI in the Workplace

As artificial intelligence (AI) tools become more prevalent in hiring, performance management, and operations, employers must establish clear policies to address their ethical and legal use. Laws surrounding AI in employment are emerging, particularly around bias, data privacy, and employee monitoring. Employers should proactively set policies that balance innovation with fairness.

The Importance of Partnering with Legal Experts

Navigating these legislative changes is no small feat. The nuances of new laws, the pace of change, and the potential for penalties make it essential to work with trusted legal counsel.

Partnering with experts helps employers:

• Interpret and implement laws correctly.
• Develop compliant policies tailored to their industry workforce.
• Avoid costly litigation by identifying and addressing risks proactively.

Final Thoughts

2025 promises to be a transformative year for workplace legislation, but with the right preparation, employers can turn compliance challenges into opportunities. By staying informed and seeking expert guidance, businesses can not only meet legal obligations but also build workplaces that attract and retain top talent.

If you’re looking for support to navigate these changes, reach out to our team at WFJ. Our legal experts are here to help you stay ahead and compliant in the ever-changing employment landscape.

On December 3, 2024, a federal court in Texas issued a nationwide preliminary injunction blocking the enforcement of the Corporate Transparency Act (CTA). The court ruled that the CTA is unconstitutional, meaning businesses are not currently required to comply with the reporting deadlines.

For now, this ruling means that:

• Companies formed before January 1,2024, are not required to file their beneficial ownership information by the general deadline of January 1, 2025.
• Companies formed on or after January 1, 2024, are not required to meet the 90-day reporting deadline after their formation date.

It’s important to note that this is a preliminary injunction. The decision could be appealed to a higher court, and the injunction may be lifted or overruled. At the time of this post, FinCEN-the agency responsible for enforcing the CTA-has not publicly addressed its plans following the court’s decision.

Ongoing Legal Challenges

The Texas case isn’t the only one questioning the constitutionality of the CTA. In Alabama, another federal court also ruled the law unconstitutional but limited the ruling to the plaintiffs in that case. The government has appealed this decision to the Eleventh Circuit Court of Appeals.

The outcome of these cases is uncertain. The Eleventh Circuit could affirm or reverse the Alabama court’s ruling, or it could send the case back to the lower court without deciding on the constitutionality of the law. Whether this happens before the January 1, 2025 deadline is unknown, as is whether any ruling would apply nationally or only to specific parties.

What Should Businesses Do?

Given the legal uncertainty, WFJ recommends that businesses continue preparing to comply with the CTA’s reporting requirements:

• If your company was formed before January 1, 2024, be ready to file your beneficial ownership information by the January 1, 2025, deadline.
• Companies that fail to comply-if the law is ultimately enforced-could face serious penalties, including criminal and civil consequences.

Our team is closely monitoring developments in these cases and any updates from FinCEN. If you have questions about your compliance obligations or how this ruling might impact your business, WFJ is here to help.

Stay informed and protected-reach out to us today for guidance.

The American’s with Disabilities Act (“ADA”) requires employers to provide an employee with a disability with a reasonable accommodation to allow the employee to perform the essential functions of the job. The obvious question then becomes…what is a reasonable accommodation? This question frequently leaves employers feeling stuck and struggling to identify a reasonable accommodation. However, the Job Accommodation Network (“JAN”) is a great resource for employers. JAN’s website–AskJAN.org–offers creative and effective accommodations for employees with disabilities. JAN’s one objective is to find and share effective workplace accommodation solutions to employers to allow employees to get back to work.

JAN’s website now offers a search tool call the “Situations and Solutions Finder” that gives employers more than 700 accommodation ideas to offer employees with disabilities. The ideas included in the Situations and Solutions Finder tool are real-world examples of accommodations that employers have given their employees. The Situations and Solutions Finder tool lets employers search for accommodation scenarios by filtering the search results by disability, limitation, and/or occupation. For example, if you search “Sleeping/Staying Awake” in the “Limitations” filter, you will see examples of how an employer provided an employee with sleep apnea a small device called the Doze Alert that fit in the employee’s ear and made a noise whenever the employee’s head started to drop forward at work, or how offering a standing desk for an employee with narcolepsy may be a reasonable accommodation for the employee.

The Situations and Solutions Finder tool is a helpful resource employers can use to satisfy their obligations under the ADA. The ADA requires employers to engage in the “interactive process” when an employee requests an accommodation or when the employer knows the employee has a disability and needs accommodation. The interactive process is a fancy legal phrase that simply means the employer and employee must engage in an informal discussion to discuss the employee’s work limitations caused by the disability and what reasonable accommodation, if any, will allow the employee to effectively perform the essential functions of the employee’s job. 

Employers often think there is no reasonable accommodation it can offer an employee.

When employers are stuck in finding a reasonable accommodation, the Situations and Solutions tool is a great resource to turn to. Remember, a reasonable accommodation does not mean the “best” accommodation or the accommodation the employee prefers. Rather, a reasonable accommodation means the accommodation allows the employee to effectively perform the essential functions of the job. 

Navigating the complexities of reasonable accommodations under the ADA can be challenging for employers, but resources like JAN and its Situations and Solutions Finder tool can make the process more manageable. However, ensuring your organization’s policies align with ADA requirements and that your HR professionals and leaders are well-versed in the latest tools and strategies is critical to compliance and fostering an inclusive workplace. Don’t leave these important matters to chance. Consult with an experienced attorney to review your policies, provide tailored guidance, and deliver training to your team. Together, we can ensure your organization is prepared to meet its obligations and support employees effectively.

The Corporate Transparency Act (CTA) is quickly approaching its critical deadline, and it’s essential for all LLC owners to take action now. Starting January 1st, 2025, certain business entities will be required to file beneficial ownership information with the Financial Crimes Enforcement Network (FinCEN) or face steep penalties. If your business is subject to the CTA, now is the time to ensure you’re compliant.

Why the Deadline Matters

The January 1 deadline isn’t just a suggestion-it’s a hard cutoff. Businesses that fail to comply with the CTA could face severe penalties, including fines up to $10,0000 or imprisonment for up to two years. Missing this deadline could put your business at significant risk, and the consequences of non-compliance are steep.

Preparing now to meet the CTA requirements ensures that your business stays on the right side of the law and avoids unnecessary complications. Don’t wait until the last minute-act today to stay compliant and protect your business.

Is Your Business Ready?

Under the CTA, many businesses, including LLCs, corporations, and other entities formed under state law, must report their beneficial owners. These are the individuals who own or control at least 25% of the company or have substantial control over its operations. If you’re unsure whether your business needs to report, it’s crucial to seek legal advice to determine your compliance obligations.

The CTA’s requirements apply to a wide range of businesses, so even if you think your business might be exempt, it’s worth confirming your obligations. Compliance isn’t optional, and getting it right can save you from future headaches.

How Can WFJ Help?

At Wagner, Falconer & Judd, we’re here to help you through the complexities of the CTA and ensure your business is prepared for the upcoming deadline. Here’s how we can help:

• Assessment and Planning: We’ll help you assess whether your business needs to report under the CTA and create a plan to gather the necessary information.
• Accurate Reporting: We’ll guide you in accurately identifying and documenting your beneficial owners to meet FinCEN’s strict filing standards.
• Ongoing Support: The CTA’s reporting obligations are not a one-time event. As your business evolves, we can provide ongoing support to ensure continued compliance beyond January 1, 2025.

Don’t Wait-Act Now

The January 1, 2025 deadline is fast approaching, and it’s crucial to prepare early. By partnering with WFJ, you can ensure your business is ready to meet its obligations and avoid costly penalties. Our experienced legal team is ready to help you navigate the CTA’s requirements so you can focus on running your business with confidence.

Contact us today to schedule a consultation and take the first step toward compliance. Time is running out-don’t let this deadline sneak up on you!

Ensuring timely and accurate lien filing is a critical part of securing payments and protecting company revenue. However, with the complexities of state-specific lien laws and strict filing deadlines, managing the lien process internally can be fraught with challenges that put even the most organized teams at risk. Outsourcing lien filing to professionals, particularly legal experts, can provide much-needed relief and strategic advantages.

Here’s when you should consider it-and why partnering with a law firm can safeguard your interests.

The Challenges of In-House Lien Management

Credit professionals face numerous obstacles in managing liens, including:

• Complex and Varied State Laws

Each state has unique lien laws governing what qualifies for a lien, notice requirements, filing deadlines, and the duration of the lien’s validity. Missing a step or misunderstanding a state-specific requirement can invalidate your lien, leaving your company unprotected.

• Strict Deadlines 

Many states have short and unforgiving deadlines for filing preliminary notices, liens, and other associated documents. Balancing these deadlines with other pressing financial duties increases the likelihood of errors.

• High Stakes

An improperly filed lien doesn’t just cost your company money; it can strain relationships with clients and business partners, damaging future opportunities.

• Resource Constraints

Even the largest companies are often stretched thin managing accounts receivable, disputes, and other tasks. Taking on lien filing adds an additional layer of responsibility that can overwhelm internal teams.

Key Benefits of Outsourcing Lien Filing to Legal Professionals

Bringing in a law firm with expertise in lien law can alleviate these pain points and position your company for success. 

• State-specific Expertise

Legal professionals stay up-to-date with state-specific lien requirements and legislative changes, ensuring that filings comply with all laws and regulations.

• Deadline Management

A dedicated legal team will ensure that notices and filings are submitted on time, mitigating the risk of losing lien rights due to missed deadlines.

• Accurate Documentation

Attorneys can handle the meticulous preparation of lien documents, reducing the likelihood of disputes over improper filings.

• Strategic Advisory

Beyond filing liens, legal counsel can advise on how to structure contracts to strengthen lien rights and improve your position in case of disputes or non-payment.

• Improved Efficiency

Outsourcing lien management allows your team to focus on core responsibilities without sacrificing lien protection or compliance.

When to Make the Switch

Consider outsource lien filing if:

• Your company operates in multiple states, each with different lien laws.
• Your team struggles to meet the deadlines associated with preliminary notices and lien filings.
• You’ve experienced errors or invalidation in past lien filings.
• You’re expanding into new markets with unfamiliar lien laws.
• Your team has a high workload, and lien filing is becoming a distraction from core financial tasks.

Why Partner with a Law Firm for Lien Filing?

While some companies may consider lien service providers, partnering with a law firm offers an unparalleled advantage: comprehensive legal protection. The attorneys at Wagner, Falconer & Judd don’t just file liens; they provides advice on how to prevent payment disputes and protect your company’s rights under the law.

At WFJ, we specialize in helping you secure your business through effective lien filing and legal counsel. Our team is experienced in state-specific lien laws and deadlines, ensuring your company is always protected.

Don’t let the complexity of lien filing jeopardize your revenue. Contact us today to learn how we can streamline your lien processes, so you can focus on growing your business with confidence.

Take Action

If you’re ready to reduce risk and maximize efficiency, we’re here to help. Reach out to WFJ to schedule a consultation and take the first step toward stronger lien protection.