Georgia Business Legal Questions

Just because your partner ripped up the Operating Agreement, it doesn't mean that there is no Operating Agreement.  Ripping up a Will is a different story. It seems that this so-called partner, is not a very good partner.  I have the feeling that you did not keep a copy of this Operating Agreement, nor did anyone else.  Do you remember who prepared the Operating Agreement, if so, they may have a copy. When you entered into this LLC did you fund it with a check.  Can you find a copy of that check? Generally, LLC's need to be registered with the Secretary of State.  In this registration, it should list, who are the partners.  Check on-line with the State filings to make sure your name appears. Did you receive any distributions or payments from this LLC? The more resources you have to show ownership, the stronger your case to extract money from this dishonest partner.          ... Read Answer

Yes there is such a thing as theft of services, but in most jurisdictions (don't specifically know about Missouri) that is a criminal charge, not a civil claim.  It is prosecuted by the government (e.g. the D.A. or U.S. Attorney) not the individual victim  You can sue this individual for breach of contract.  It is unclear to me whether the customer sent you on service calls in Georgia or Missouri, or whether the customer has other contacts with Georgia sufficientl to confer jurisdiction over him.  If not, you may have to sue him in Missouri.... Read Answer

The two are not mutually exclusive because DBA is not a form of business, it simply means "doing business as", thus the owner of the business, either you or some entity you create, such as an llc or corporation, would be "doing business as" some trade name.  Forming an LLC would offer other benefits, such as protection from personal liability, but would offer little protection for the name.  Registering the name as a dba would help some, but what would help more (although nothing can promise complete protection) is if you were able to register the name as a trademark.... Read Answer

Greetings, I hope you have sorted out your business litigation concerns with your client, if not you can feel free to contact my office and discuss your situation with our case manager. We do have a business attorney licensed for over 30 years and we would be interested in developing a long term business relationship with your business. We would be able to handle all your business research, review, analysis, drafting concerns. If there is ever a need for business litigation, in the state of Geogia, your assigned case manager will be able to take care of that by retaining, supervising and managing all business litigation. Looking forward to hearing from you, and I will also relay my case manager to reach out to your office technoharbor on Monday. Thank You. Toll Free: 877-866-8665... Read Answer

Is the company a separate legal entity, like a corporation or llc?  If so, and if your agreement was with the company, not the owner individually, your claim would be against the company.  The same applies to your business.  If it is a separate legal entity, and if it was the contracting party, it, not you, would be the plaintiff in the lawsuit.... Read Answer

You can contract with the LLC for it to assume the contract, but that would only affect your rights vis a vis the LLC.  In other words, you could sue the LLC if the other party sued you, but given that you would own the LLC, that doesn't mean much.  You can't impair the rights of  the other contracting party (to hold you personally responsible for the contract) without that party's consent.... Read Answer

With some exceptions, the owner of an llc is not personally liable for the llc's obligations, as long as the llc is operated properly as a separate legal entity.  This means following all the proper formal governance procedures, documenting them all, and, perhsps most important, keeping the llc's business and finances separate from your own personal business and finances - don't use the llc's bank account to pay your rent, or deposit a payment to the llc into your own bank account, for example.... Read Answer

If the business is considered a marital asset (I don't enough about the situation or Georgia law to know whether it would be), you would have a legal obligation not to waste the asset by selling it for less than it is worth.  If, for example, you sold your share of the business for $100, knowing it was worth $1,000, you would probably be obligated, in any divorce, to pay your wife her share of the $900 you wasted.... Read Answer

If someone has communicated a false statement of fact about you which is damaging your business, you may have a claim against that person for defamation (slander is oral defamation; libel is written defamation.)  While it will probably be very difficult for you to prove any money damages, you probably don't have to in this instance, because this defamatory statement impugns your integrity and your work performance, and thus would probably be considered defamation per se (as opposed to defamation per quod) and would not require proof of actual monetary damages.  Moreover, even if you are not awarded any money, you may be able to get an injunction compelling the person to publish a retraction.  However, you should be aware that a small claims court may not have jurisdiction to award equitable relief such as an injunciton, and you may have to sue in a court of general jurisdiction.... Read Answer

Is it a loan or an investment?  You say you loaned money to a business, but you also say that they promised to double your investment, so I'm not sure. If an investment, that means you buy an interest in the business and, if it goes up, the value of your investment goes up; if it goes down, the value of your investment goes down.  Generally, you can sell your stake at any time, although there can be restrictions on the right to transfer in some cases (either statutory or contractual.)  Usury laws don't apply to investments. If the transaction is a loan, that means that you have the right to be repaid in the agreed time period, and to receive the agreed interest (assuming it is at a lawful rate) and that's all.  You only get the interest on your loan regardless of how much the value of the business goes up (although your contract may provide for a "kicker" if the business does well, which would make the transaction somewhat of a hybrid between an investment and a loan), and conversely you get interest on your loan even if the business does poorly.  If your transaction was a loan, 300% annual interest would probably violate the usury laws (the allowable interest rate in NY is 16^ for a loan to an individual and 24% for a loan to a corporation; I don't know what it is in Georgia, but 300% per year seems way too high.)... Read Answer

If GA law is like NY, no, unless the employee has a contract providing for overtime pay.  Salaried employees are paid a set amount for their work regardless of how long that work takes.  Freddie Freeman gets the same amount whether he plays 4 games that week or 8, even if the games go into extra innings and he's required to take extra batting and fielding practice.... Read Answer

You do not have to create an LLC for each business you operate, but you may want to.  If Bob's Music and Bob's Fashion are d/b/a's (not entities; by definition, if they are separate entitties they are separate llcs, although one may own the other) are each owned by Bob's LLC, they are each responsible for the other's obligations.  Thus, if Bob's Fashion is unprofitable and you shut it down, the LLC, which still operates Bob's Music, is still liable on the debts of Bob's Fashion.  If a pedestrian is struck by a Bob's Music truck, the LLC is liable even if Bob's Music would not be able to satisfy the judgment on its own.  If Bob's Fashion and Bob's Music are separate LLC's, however, and operated properly (no commingling and observe the formalities) one is not liable for the other's debt.... Read Answer

If those liens are properly recorded, or you are otherwise on notice of them, the assets you buy will continue to be subject to them.  The liens don't "transfer to you", in that you don't become liable on the underlying debts, but the assets are still subject to those liens, meaning that if the debtor doesn't pay, they could be foreclosed upon to satisfy his/her/its debt.  Moreover, there may be provisions in the underlying loan or security agreement which prohibit the debtor from transferring those assets without the consent of the secured party.  You may be familiar with home mortgages, which are a form of lien.  Before you buy a home you have to get a lien search done and make sure that there is no existing mortgage on the home or that it will either be assigned to the buyer or satisfied at closing.  You need to do the same thing here.... Read Answer

You can sue for the return of the money on the basis that the contract was induced by fraud, or that your father lacked the capacity to contract, but from what you've described it sounds like a scan where you will not be able to locate the caller and/or the caller will have no money to repay your father.  You'd probably have better results going to the police and/or consumer protection agencies, or even one of those consumer advocate reporters whom many television stations employ.... Read Answer

If you all signed the agreement, the fact that it was labeled a "draft" probably makes no difference to the enforceability of the agreement.  Neither of you would have any obligation to change the terms upon the other's request (unless the agreement provides otherwise, for example if it provides that buyer has the right to buy a further 10%  of the business for x dollars within three months of the date of contract)... Read Answer

You can try to exert more presssure on them to satisfy you by complaining to local consumer affairs groups (better business bureau, office of consumer affairs), any merchant or trade organization to which they belong (ebay? amazon?), or just complain on online forums.  However, since they have not responded to your complaints, your best option may be to sue them.... Read Answer