Michigan Business Legal Questions

Depending on the terms of your contract, the person suing may lack standing to sue. If you are doing business as a corporation, you will have to hire counsel to defend in court. The Michigan Court rules require corporations to be represented by counsel. We are happy to be of assistance.    ... Read More

Do you have a writing (contract, text or email) form the builder saying they would include appliances? If yes, you have a case and I or any other attorney might be interested. Also, is the issue availability of appliances (this is a huge covid issue?) or just welching on the promise? Best of luck to you.... Read More

Not sure why you would want to do this. The reason to incorporate or form an LLC is to get the protection of the corporate form of business, shielding you personally from suit. Depending on your marketing and branding objectives, you might wish to consider merging your sole proprietership into the LLC and changing the name of the LLC, if necessary, to do business under your best brand name.... Read More

Not sure what your question is, but courts would much prefer to decide a dispute on the merits, and not because someone made a mistake and didn't answer in the time allowed, so that even if you served them properly, there is a decent chance that the court will vacate the default if they have any kind of reasonable excuse for blowing the deadline.... Read More

Just because you won a case by Default, it does not mean it is a done deal.  In most States, the opposing side has almost a year to come up with some excuse, and the Judge will vacate the Default Order.  In your case, it has been more than year.  That might work in your favor.  If you can prove up to $50,000, find a local litigation attorney to help you prevent the Default from being vacated.  ... Read More

As a minor, you can enter into contracts but they are voidable at your option, so adults would be wary of contracting with you.  Perhaps one way to accomplish what you want is to have an adult relative contract with the customers, and then engage you to perform the photography.  While your contract with this adult, say your parent, would be voidable by you, presumably a family member would be willing to take that chance, and their contract with the customer would be valid.... Read More

An LLC in one State is recognized by other States.  However, if you are "transacting business" in another State, where you have a physical office/store presence in the other State, the LLC will need to register with the the Secretary of State of the other State as a foreign LLC.  If you have an on-line business that ships into another State, you will most likely not be required to register as foreign LLC; however, you would be subject to the sales tax.  If an LLC buys property in another state, most likely you will not be required to register as a foreign corporation, since the LLC is not "transacting business" in the other state.... Read More

You can use any name you want, as long as you are not doing so to defraud anybody (such as creditors) and so long as the name you choose is not intellectual property belonging to someone else.  For example, you might have a problem if you opened a tax consulting business and used the name "H.R. Block."... Read More

You need to know what the contract says about termination.  Does it have a definite term (e.g, 3 years)?  Does it require no advance notice of termination?  How long?  What does it provide regarding payment for referrals whom you continue to serve after terminating the agreement?  There are some rare situations where contractual provisions may be unenforceable, but in general the answer to your questions depends on what the contract says.  You need to gat a copy, and if the other party refuses to give you one, May have to start a lawsuit to get one. ... Read More

Anybody can be sued, but that doesn't mean that the claim has merit.  You should remember that  (a) individual boasrd members are generally not responsible for the corporation's obligations; and (b) nonprofit board members are generally afforded more protections against claims than are board members of for profit businesses.... Read More

Your question touches and concerns potential trademark infringement and patent law.  The operative question is whether the sword from the company that you intend to reproduce has a protectable trademark and/or patent.  If there are certain writings, potential copyright issues arise as well.  This area of the law is very specific and only a qualified intellectual property attorney with patent experience and licensure can provide sufficient advice. While there are always exceptions, the general rule is that the owner of property has the right to control its property.  Thus, if a company designs and manufactures a special product, such as a sword in your case, it has the right to exclude others from copying it.  The property laws, if violated, can be extremely harsh.  For example, a few years ago, I defended an individual who was accused of owning and operating a retail store devoted entirely to selling replica merchandise.  Needless to say, this individual was fairly successful as the products sold were listed at prices far below than what the originals were priced.  However, the store garnered the attention of a large manufacturer who sued under the Federal copyright and trademark acts, as well as a host of other common law claims.  The litigation was ultimately resolved but the cost to the individual was overwhelming.  Had that indivdual first consulted with an intellectual property attorney before going into business, the inevitable lawsuit would not have occurred.  Are there other companies selling replica items? Sure.  But going into this business blind is like playing Russian Roulette.  Just because another company is selling replicas does not mean that the company is doing so legally.  It very well could only be a matter of time before that company gets sued or even worse, criminally prosecuted.  I wish you the best of luck.         ... Read More

It may or may not be legal, depending on the particular circumstances.  It could be illegal if it violates antitrust laws (which is a very fact-sensitive issue) or if you are being discriminated against due to a reason prohibited by statute (e.g. race, nationality, religion, etc.)  However, it is not illegal per se for a distributor to refuse to sell to some outlets.  For example, it is common for a manufacturer to have a contract with a distributor that the distributor will not sell to off-price retailers, or sell to those it knows will sell the goods outside of the distributor's territory, etc.  If McDonald's wants an agreement with Pepsi to sell Pepsi beverages at McDonald's restaurants, you can be sue that Pepsi will insist that McDonald's sells no Coca Cola beverages.... Read More

That depends - what does the partnership agreement say?  Most partnership agreements provide for a buy out of the deceased partner's interest, and the business often takes out key man insurance to pay for the buy out.  However, if the agreement is silent on the issue, the deceased partner's interest would pass pursuant to his/her will or the laws of intestacy in that jurisdiction.... Read More

Taking the money is not, by itself, illegal.  However if, as seems likely, the owner is taking the money without accounting for it in order to defraud creditors and/or taxing authorities, that would not be legal.  Moreover, these actions could result in the "piercing of the corporate veil", resulting in the owner becoming personally liable for the LLC's obligations.... Read More

If you buy the assets of the business, as opposed to the stock (if it's a corporation) or equity (if its another kind of legal entity), you should not be liable for any of its debts.  However, you have to make sure that (a) you pay fair consideration for the assets; (b) that there are no liens, security interests, or any other restrictions on the sale of any of the assets (for example, a tenant normally can't assign a lease without the landlord's consent.)... Read More

Do you know ifthis company was a corporation or other independent entity?  If so, you could sue it, but there would be little point, as you would have no way to collect on any judgment you received; if the company is out of business, it likely has no assets.  It is possible that the company wrongffully transferred some of its assets which you could theoretically go after, but the hardship, time, and expense that would entail are just not worth it for this amount of money.  If the company was not an independent entity, you would be suing the individuals who operated the business who may, even though this business is no longer operating, still have assets with which to satisfy a judgment.... Read More

I assume that the $7000 comes from overdrafts on this checking account.  Normally, the members of an llc or the shareholders of a corporation (not clear whether which you are) are not personally responsible for the entity's debts, thus you should not (nor should your co-member/co-chareholder) personally be liable for the $7,000 (unless one or both of you personally guaranteed the obligation), but of course, the entity's $7,000 obligation will affect your bottom line, because your share of its profits (if any) will be diminished. ... Read More

Illegal is probably the wrong word, but the first restaurant may have a civil claim against the second for unfair competition and other torts.  It probably depends on whether the recipes are confidential enough to be considered trade secrets.  If the first restaurant's recipes were those found in the Betty Crocker cookbook, or otherwise in the public domain, they would probably not be considered trade secrets, but if they are unique to that restaurant, and the restaurant keeps them secret (for example, it doesn't publish them in a newsletter or cookbook), they may well be considered trade secrets which cannot be misappropriated.... Read More