What can I do with a short certificate?

When you obtain a short certificate for an estate, what does it empower you to do? The short certificate is the document granted by the Register of Wills in a county to the Executor of an estate. The Executor, having named and granted these “letters of administration” is given power to sell assets belonging to the deceased person, pay their bills in the proper order, list real estate for sale, negotiate with creditors, give notice to beneficiaries and more.

For many people, the first interaction after a loved one’s death that gives rise to the need for a short certificate is the bank. Having gone to the bank to try to get their family member’s bank account they hear that the bank needs this short certificate to obtain the money. Short certificates must be honored by banks, who accept them as proof from a court that you are the designated person to deal with the assets after death and ensure that the creditors are paid. When you take the short certificate in and submit it to the bank, they can give you a check to be placed in an estate account. Often, a bank will offer to open the estate account there if you don’t already have one set up.

Additionally, if listing a house, the realtor will need the short certificate to prove that you have the right to list it. This will also be required at closing when a buyer’s agent will need to see it to verify that you have the proper authority to transfer title to the home. Once again, the short certificate is the only way to prove conclusively that you are the proper administrator of the estate.

Most creditors will accept payment even if you don’t have a short certificate, after all, who doesn’t want to get a check? But short certificates are still important when negotiating with creditors for a lessor claim. In some cases, not all creditors can be paid, and the Executor will be called upon to pay debts in their proper order and to attempt to reasonably compromise some debts to ensure that more creditors are able to get money. Please note that this should be done with the guidance of counsel, as there are several legal issues that can arise if you don’t handle this correctly. Nonetheless, the short certificate is the document that demonstrates your authority to settle the claims on behalf of the estate.

Why is it called a short certificate? What is the short certificate “short” for? Technically, the short certificate is a one-page version of the Grant of Letters, which is a long document issued by the Register of Wills. In most cases, the Registers of Wills don’t even issue these documents anymore. They are kept on file in case one is needed, but the short certificate is all that is used in practice. The “short certificate” is the stand in for the longer court order.

Opening an estate comes with many responsibilities and also empowers the Executor to make decisions on behalf of the estate. But in closing, here’s an important point: opening an estate is not always the right decision. In fact, in some cases it is a major mistake. There are tax consequences to how estates are handled and there can be personal liability on the Executor who opens the estate. Accordingly, it is strongly recommended that you seek legal counsel if you’re thinking of opening an estate for a loved one who has passed away.

If you have questions about these issues, or about how to use the short certificate once you’ve obtained it, call Cornerstone Law Firm for a consultation so that we can help you take your next steps.

3 Ways to Protect your Company’s Intellectual Property

When you have employees sign agreements with your company, it’s important that you keep in mind how those agreements contribute to protect intellectual property. As a general rule, employers who employ someone to work at their company do not have any right to restrain those employees from taking with them their knowledge or skills gained at the company. If you have sensitive intellectual property that you don’t want exposed to a competitor, what should you put into your employee agreements when someone starts? Can you add something to their employee agreement after they’ve started if you realize you didn’t have it in writing already?

Here are 3 things that we recommend putting in your employee agreements:

1. Confidential information clause.

Many employee agreements include a confidential information clause. This section of the agreement restrains the employee from using confidential information in future employment. It’s important to note that Pennsylvania law restricts the scope of these clauses to information that is truly confidential. Although not in Pennsylvania, a story that illustrates this point comes from Chicago courts, where Jimmy John’s had all its employees sign confidential agreements in an attempt to keep them from competing at other sandwich shops in the future as employees. This was held to be a violation of the law, in that there was nothing confidential about making sandwiches.

Similarly, you can’t just say that your information is confidential: you have to have something that is worth protecting. This “thing” that you want to protect could be a trade secret, a confidential process or even something like a customer or employee list. Confidentiality clauses are great, but they only protect that which you are already protecting. This is why it is best to supplement your confidentiality clauses with protection on your server and computers, as well as an employee handbook that reminds employees of the types of information that they are not to share with outsiders. In some cases, courts will even allow you to enforce this once they leave and go to another company.

2. Work for hire clauses.

Employees who work for you and come up with an invention, even on company time, may still be able to claim that they have ownership of rights of the invention. That’s why it is important that employers have a clause in their contract that says that anything that is invented in the scope of their employment belongs to the employer. Once again, as above, this is not a catch-all clause. The property that is being referenced must be something that was actually invented, and not merely some new way of doing something that is already in existence. An employee who is increasing their skills or doing better at the job that they are assigned has not invented something just because they have a better a way of doing it within the company. However, if they’ve invented something brand new, something that no one else has ever thought of, something that’s new both inside and outside of the industry, a work for hire clause can ensure that the invention belongs to the company and can only be used by the company in the future.

Courts have traditionally upheld these restrictions, especially where patents are involved. Having a work for hire clause in the agreement allows the company to be owner of the patent, rather than the individual or team that worked on it. This is also why it is important to have standard employee agreements across your whole company. If several people collaborated on the idea, it is important that all of them have signed some form of this agreement.

3. Trade secrets.

What happens when you discover something that can’t really be patented but which is a secret in your industry? Maybe it’s a special technique that no one else has figured out, a special recipe that’s impossible to reverse engineer or duplicate, or a complicated piece of machinery that is only used at your company? Your company may be able to restrain others from using it by claiming the trade secret doctrine. Trade secrets are a complicated area of law and they are claimed far more commonly than they are able to be proven. Nonetheless, if your company really does own something that is a secret, protecting it becomes vitally important. That is why you want to have an agreement with your employees that identifies the trade secrets and makes it clear to the employee that the employee can’t use it outside of the scope of the company’s employment, including once they leave. Such agreements are enforceable but are strictly construed against the employer.

Can I require existing employees to sign new agreements?

This brings us to an important question. What if you’ve been working with certain employees and you become concerned that they may use your intellectual property or leave your company? If that’s the case, it is still possible to have those employees sign agreements, but courts have generally held that you have to offer the employees something new—something more than ongoing or continued employment—in order for them to be legally enforceable. Some employers will offer a bonus for those that sign the agreements and others have offered promotions and a raise. It is important that any such contract be supported by some additional consideration that the employee was not entitled to already.

Conclusion

Contact the business lawyers at Cornerstone Law Firm to support your business. If you own a business with intellectual property, it’s important that you have lawyers who understand the world of IP, including copyrights, trademarks, patents, trade secrets and more. At Cornerstone Law Firm our business attorneys have litigated these cases to the highest level and can explain the ins and outs of your situation to you. Contact us today for a consultation on your business needs and let us help you figure out how to protect yourself now and in the future.