California Business Legal Questions

Hi, If you are 50-50 shareholders you are pretty much at a stalemate. Typically you would want to have a shareholder's agreement that would set forth how these decisions are to be made. The fact that one shareholder is a CEO/Secretary and the other is a CFO is really pretty irrelevant, assuming that you both are members of the board of directors.  Given the fact that issues like these will probably continue to come up I would suggest that you have a shareholder's agreement prepared to set forth the process to make these decisions where there is disagreement. Mechanisms can be put in the agreement to deal with situations where you disagree with your partner. Thanks,Jon... Read More

Yes, you would take a security interest in assets sufficient to secure the payments, for example a mortgage on any real property the buyer owns, as well as a security interest in all the assets of the kiosk business, tangible and intangible (including any lease, accounts receivable, physical equipment, etc.)  You would record these security interests in the proper way (you might feel more comfortable using a lawyer to make sure that everything is done properly) so that potential buyers of the assets are put on notice of your liens, then if the buyer defaults (make sure your contract contains an acceleration clause which makes the full balance due and payable on default, as well as a provision obligating the buyer to reimburse you for any attorneys' fees you expend in enforciing the agreement), you would (after followng the necessary legal process) sell the assets to recover what you are still owed.  There are other ways of protecting yourself as well, for example getting someone of means to cosign or guarantee the buyer's debt.... Read More

If there was no agreement that you would have to pay rent his claim is a pretty weak one. If you actually set up a corporate entity he may have a claim for the reasonable value of the equipment, but even that would be a stretch going back the full four years without a written agreement. Thanks,Jon... Read More

Possibly. It depends on whether or not they are in the same industry (would they have been competitors) and what the names of the businesses are. Certain names don't get as much protection because they are not unique (think geographical names like West Coast). The key test is whether consumer confusion has or is likely to result from the similar names.... Read More

Unless the creditors had some sort of security interest or lien against the asset, the creditors would have no right to "go after" the asset unless it was fraudulently conveyed, i.e. if the selling corporation transferred the asset as part of its deliberate attempt to hinder, delay, or defraud creditors, or if the selling corporation sold the asset for less than fair consideration at a time when it was insolvent, or was rendered insolvent by the sale.  If there is no lien or security interest in the asset, and the buyer pays fair consideration for the asset, the risks from the sellers' creditors is minimal.... Read More

Hi, Based on the facts that you have laid out it seems pretty unlikely that the purchaser has a very good claim against you. The buyer certainly has the right to make demands on you, but it doesn't sound like you have any liability. Obviously this is just based on the info that you have provided and I don't think it would be wise to totally ignore the situation, especially if he has an attorney involved. Thanks,Jon... Read More

Hi, Non-compete provisions are legal in California, but are generally looked at with a good deal of skepticism by courts. In this scenario it sounds like you may have an argument that the non-compete was based on a promise that you were going to be a partner in the company. I don't think you probably have significant concerns, based on the little bit of info that you have provided, but if they do get legal representation involved you would be wise to retain counsel.  Thanks,Jon... Read More

Yes, Verizon is responsible for the misconduct of its employees in the course of their employment when the particular type of misconduct is reasonably foreseeable.  An employee misusing access to phone records is certainly reasonably foreseeable.  Assuming this is only your account (not your ex-husband's or the girlfriends) then she would not have access to this information other than through the illegal conduct.  However, if you had a joint account with your husband and she shared his copy of the billing records with the girlfriend that would be a different matter in terms of showing damages.  The question arises how do you know she is doing this and what proof do you have?  Could she deny it?... Read More

Hi, It depends why you want to remove them. If you believe that they are violating the law or your HOA"s CC&R's you might be able to bring a lawsuit which could ultimately result in their removal. There are also likely avenues set out in the CC&R's and/or Bylaws of your association for the remvoal of members of board. Feel free to provide me with more info if you would like a more concrete response. Thanks, Jon... Read More

I would suggest that you have an attorney review the agreement before you sign it. It is pretty difficult to give very good advice without having reviewed the agreement, but it sounds like you would probably be prevented under the agreement from working with other companies while you were under this contract. You want to make sure that there are specific marketing requirements that the company must perform so that you can get out of the contract if they aren't performing. Let me know if you would like any assistance. Thanks,Jon... Read More

Hi, I would be happy to review the template that you are intending to use and/or prepare a contract template for you to use. Please feel free to email me directly at jon@jeffczech.com if you would like to discuss. Cost would be very limited for review and a little bit higher to draft something. Thanks, Jon... Read More

You would definitely want to memorialize this in a written agreement. In many cases adequate contracts can be drafted without the need of an attorney, but the scenario that you laid out has a degree of complexity. I would definitely recommend that you work with an attorney to prepare an agreement in this instance. This is the type of project that can be handled on a flat fee and would be relatively inexpensive. Hope that helps.   Jon... Read More

First, I'm no computer expert, but all the computer experts I have dealt with tell me that it is very difficult to permanently delete anything, and they've often been able to retrieve information from a computer that the owner thought had been deleted.  A computer expert and/or your email provider may be able to retrieve the addresses, although it could be costly. Second, most, if not all, American jurisdictions laws making hacking a crime.  You may want to file charges. Finally, you also may have a civil suit.  Although it may be difficult for you to show any actual money damages, some claims don't require any.  In NY your claim would probably sound in the common law tort of prima facie tort, however I know that a lot of the common law has been codified in California.  You may have a claim for the violation of one or more California statutes.  For example, it might form the basis for an unfair trade practices claim. ... Read More

The most critical concern you listed is the improper handling of the nonprofit's assets.  This answer will assume that as President, you can direct the bank and other entities which hold the assets to take action.  Based on that assumption, upon being seated as President, you can change the authorizations through the Bank regarding assets within the Bank.  The next step would be to have an audit or review audit of the books and records.  With regard to changing the locks on the building, again, I assume as President you would have the authority to take that action without removal of directors. With regard to the other issues raised in your question, to wit: removal of the officers, to answer this question would require a review of your corporate documents, e.g. bylaws and other relevant documents.  Your corporate documents should spell out the method of removing a director. It sounds like you have your hands full with this matter, good luck in protecting the nonprofit.      ... Read More

Admit  exhibit "A" attached hereto is a true and correct copy of the email received by D from P on [date].  This assumes receipt of the email and might be objected to or it could be denied on the basis that it is not a true and correct copy. Admit that D received the email, a copy of which is attached hereto as Exhibit "A".  This language provides a admission of receipt of the email and that the copy represents what he received. Good luck with your litigation, L. Sue Loftin THE LOFTIN FIRM, P.C.            ... Read More

The short answer to your question is yes you can sue a vender for selling you a defective product and deliverying the goods. The specific answer to your question, however, requires additional information, including without limitation, (i) is the contract written, verbal or handled over the internet, (ii) was there specification or an industry standard as to what the term "Fully Functional" means, (iii) was delivery time specified? Assuming that the agreement provided that as soon as he received your payment then he would ship the $280 Fully Functional telephones to you,  he has breached his agreement with you and you can sue on that basis. Assuming that the term Fully Functional means that the phones were equiped with the original IMEI, then he has sent you defective product, and he has breached his agreement with you. As a word of caution, please note the assumptions and outstanding issues that have been provided in this response. Good luck with your endeavor to obtain the product for which you have paid.    ... Read More

It isn't clear from your question whether your husband's estate is being probated in Maine or in California.   In either event, it would be unlikely that the probate proceedings in and of themselves would cause the business to cease operations.  But you may want to seek out legal assistance as to how to best keep the business running, and to transfer control from your late husband's estate to yourself.... Read More