California Breach Of Contract Legal Questions

Given theat the llc defaulted, I don't believe that a  Court will find that the individual controlled the litigation with the llc.  Moreover, although i am not a California attorney, and the law may be different there, I have never heard of control of the litigation being a factor in the context of piercing the corporate veil.  It is a factor in the context of collateral estoppel.  Thus, for example, if there was a finding in your case against the llc that you had performed according to your contract, that finding could be binding against the individual in a subsequent suit against him.  However, if the contract was with the llc, not the individual, the fact that the individual controlled the original litigation would not be a basis for piercing the corporate veil to impose liability against the individual.  Piercing the corporate veil requires two things.  First complete domination of the entity by the individual owner (usually shown by the failure to follow corporate governance formalities, commingling assets, etc.) and second use of the corporate or llc form to defraud or commit a similar wrong.  I'm sure there are many facts of which I"m unaware, but nothing you've written in your question appers to me to be evidence of either factor.... Read More

You absolutely have a contract claim (if the facts are as you stated above).  Depending on the language of the contract and the facts involved in the breach, you may be able to negotiate a "settlement" of the remaining funds on the contract without filing a lawsuit.  If you need to file a lawsuit (or want to do so) you may also be entitled to attorney's fees as a prevailing party - depending again on the language of the contract.... Read More

Both scenarios you are describing are suits for breach of contract, it is only the relief you seek which is different.  If you feel confident that you will win, and/or you need the car, you would probably be better off getting the repairs done somewhere else and sue the mechanic and vendor for the costs.  Make sure you can demonstrate that the costs are reasonable; shop around.  You may want to get an estimate and then send it to the mechanic and vendor telling them that if they don't do the repairs they are legally obligated to perform, you will have the car fixed elsewhere and sue them for the expense you incur.    ... Read More

You can set a new deadline in writing by which the contractor must complete the work, and if he doesn't, then you can hire another contractor to finish the work and charge him for it.  Then you can sue him for the balance.  If it's less than $10,000, you can sue in small claims court. Next time, reserve some money until the work in completed to your satisfaction and get payment releases along the way.... Read More

My question to you is did you report the sexual harassment in writing? You state that they threatened you, in what way did they threaten you? In California it is unlawful to retaliate against and/or terminate an employee because he or she reported sexual harassment. Your issue is somewhat complicated given the fact that you quit however, under certain circumstances that will not preclude your claim of wrongful discharge if you can demonstrate that the circumstances existing at your employment were so egregious as to cause a reasonable employee under the same or similar circumstances to quit the job. Under these circumstances your quitting could be construed to be a constructive wrongful discharge. If you would like please forward a detailed accou nt of all facts leading up to your quitting for our review. Stephan Math Esq., smesq1@aol.com ... Read More

The Corporation could bring suit for conversion of corporate assets...but the question is whether or not the person has sufficient assets to respond monetarily and how much is involved? What is the current status of the relationship between the corporation and this person? When did you first learn of the embezzlement? Has this been reported to the authorities?...Stephan Math Esq.... Read More

The obvious issue here is going to be one of proof...sure, you can sue her but the question is whether or not you can prove that there was an agreement to split those costs. By paying your half you have apparently chosen to accept the contract and services provided by the vendor so the issue remains whether there is evidence that your business partner agreed to pay the other half......this may be proven in a number of ways but more facts would be required. Stephan Math Esq.... Read More

There is a concept of a claim for "bad faith" in negotiations, but only where there is a contract to negotiate in good faith, which sometimes happens when parties have an agreement in principle but have to iron out details, or have a fiduciary relationship with each other (e.g. a father negotiating with his son), or in some other, rare, situations.  It doesn't sound like yours is one of those, but rather an arms' length commercial negotiation. One caveat.  I'm not that familiar with California law, but do know generally that California law is often less protective of equality in negotiations than are other jurisdictions.  It is possible that California law is different.... Read More

It is possible that the contract will be binding on your company (which I will assume is a separate legal entity, like a corporation or llc) with regard to the customer, depending on whether the designer  had what is known as "apparent authority", but the designer would be liable to your company for any damages it suffers from having these obligations imposed on it.  Apparent authority basically means when a principal (your company) puts an agent (the designer) in a position where a third party (the customer) would reasonably believe that the agent had authority to act for the principal.  For example, if you leave a friend alone at the cash register of your store to handle sales transactions, a customer would reasonably assume that your friend had authority to give discounts, like 10% off if you buy three.  In that case, you would have to honor the deal your friend made, but could sue your friend for the 10%.  It would not be reasonable for the customer to assume that the friend could sell a car for $50, however, and you would be able to recover from the customer and/or your friend if that happened.  Here, I would want to know a lot more facts before I could even guess at whether there was apparent authority or not. Also, if your company doesn't want to be bound by the contract, it has to speak up quickly.  If the company goes along with the contract for a while, or even stays silent knowing that the designer had no authority, it will have ratified the contract and be bound by it.... Read More

The answer depends on whether a judge or jury decides that you deliberately failed to disclose information about a problem which you were obligated to disclose.  If the judge or jury finds that you did not deliberately hid anything, then you would have no obligation.  If they decide to the contrary, then you could be liable for fraud.... Read More