California Business Legal Questions

You don't actually post a question. Clearly this will only be resolved by litigation. Begin to assemble a written narrative of the facts and annotate it with whatever documents you may have. That will make a good impression on the attorney you hire and will help keep your legal fees down. ... Read Answer

Yes, you would provide for the removal of one of the owners of the business entity with a written agreement between the parties. With a corporation that would be a shareholder agreement. With an LLC that would be with a operating agreement. With a partnership that would be you with a partnership agreement. At this point, you should discuss your business needs and goals with an attorney.... Read Answer

To terminate your partnership interest, you must properly withdraw from the general partnership and dissolve your partnership interest. Verbal notification is not enough. Each partner in a general partnership is liable for the debts incurred by the partnership, Even if those debts were incurred by the other partner. You may be held liable to the landlord for the rental payments owed by the partnership if you have not properly dissolved your partnership interest. However, you may be able to seek reimbursement from the other general partner for this debt.... Read Answer

The escrow agent is a third party neutral agent of both the buyer and the seller. The escrow agent can only act with the written consent of both buyer and the seller. If the buyer and the seller have signed escrow instructions to give the earnest money deposit back to the buyer, then the escrow agent must comply with those instructions. You would have to read your escrow instructions to determine whether the escrow agent can charge fees for cancellation. In most cases, the escrow agent can charge fees when there is a cancellation. Even if the escrow agent is rightfully charging fees for cancellation, the seller may be liable to you for breach of contract for not only the damages of breaching, but also for the fees charged for cancellation. Contact an attorney to determine your rights for breach of contract.... Read Answer

A plaintiff can name an individual and an LLC as defendants in litigation.  They can attempt to pierce the "corporate veil" and make the owner liabile for the debts of the LLC.  You've got to properly defend yourself and if the case against the individual is frivolous, then you can sue for abuse of process and malicious prosecution.  Get an attorney behind you in this case.... Read Answer

If the LLC did not appear on the California Secretary of State website, then that LLC is not registered in California.  It is possible that either (1) the LLC does not really exist, or (2) the LLC is registered in another state but not in California. You can still include this LLC as a defendant in your litigation and hire a process server to do a skip trace or whatever they do to find litigants.... Read Answer

A customer relationship does not create a partnership. The four questions you cite sound like typical California New Age new-speak with no legal meaning but rather a psychological profile. The questions sound "profound" but are really meaningless. If they want to buy your product, so be it; if not, not. ... Read Answer

Client solicitation is prohibited by State Bar rules and Lawyers.com terms and conditions. Any competent lawyer can set up an LLC for you. As for setting up accounts, because of the "Patriot Act" and other similar post-9/11 legislation the banks have taken "know your customer" to a new level of bureaucracy. Someone will almost certainly have to come to the US to open the bank account and merchant account.... Read Answer

Assuming that the employees have no contract to the contrary, and that the policy applies across the board, rather than discriminating against a statutorily protected class (e.g. women can't work for you but men can), I believe the answer is yes.  Although California's employment laws are generally very employee friendly, I am aware of no law which would require an employer to continue to employ an employee who works for a competitor.   I don't think being a "right to work" state has anything to do with this issue, as it  refers to whether an employee can be compelled to join a union as a condition of employment.... Read Answer

It seems to me that this clause can't apply in your situation, i.e. when the partner is not leaving voluntarily, but at the request of the other partner.  In this situation, HE is not the terminating partner.  The clause doesn't allow either of you to force the other out against his wishes.  If it did, it would mean that either one of you could, at any time you feel like the prospects for the business are good, force the other out and keep their investment.    Your partner did not ask to leave.  You are asking him to leave.  He has agreed to do so, but only if you return his investment.  You are not required to do so, but neither is he required to leave the business if you don't.... Read Answer

A lawsuit requires "jurisdiction" over the defendant and that is normally where the contract was entered into or performed. You can use a Canadian hotel in Canada but suing in the US may be difficult or impossible. Much more effective is to use the dispute resolution mechanism of your credit card to dispute and erase the duplicate charges. ... Read Answer

If your goal is to eliminate state income tax, but you, the sole employee reside in CA and your bank account is in CA, then you would still have to register as a foreign corporation doing  business in CA.  I know you can convert a Nevada corporation into a CA corporation but I don't know that you can do the reverse. I see no such form on the site of the Nevada Secretary of State, but I am not licensed in Nevada. ... Read Answer

A general partnership put all the assets of the general partners at risk for any debt of the general partnership. A limited liability partnership cannot be formed by "anyone" and is usally reseverd for certain professions. Most people who want an entity choose an LLC not an LLP. Almost no one chooses a general partnership unless the parters are corporations or LLCs so that the debts do not flow through to individual partners. ... Read Answer