New York Business Legal Questions

You would want to check with a NY attorney, but since you have a physical presence in NY, personal and actual location where service are rendered and products sold and shipped, and probably where your bank account is located, you should register as a "foreign corporation". I doubt any bank would open an account unless you did.... Read More

Your question is very fact specific and an attorney would have to examine your copyrighted work and the alleged infringement.  You don't indicate whether you filed for copyright registration, even though you own copyright rights even without registration. Your "institutional business discrimination" question does not follow from any of your posted facts. Prepare yourself that many attorneys will not be willing to handle such a matter on a percentage basis against a Fortune 500 company.... Read More

Please be advised that I am an attorney who does this type of work but would need to consult with you further to discuss the work and legal chargers for it. It also sounds like you are looking for more than anattorney. Michael >  Michael I. Stolzar, Esq. >  Karlen & Stolzar, LLP >  445 Hamilton Avenue - Suite 1102 >  White Plains, New York 10601 >  (T):  (914) 949-4600; (914) 949-9644 >  (F):  (914) 931-7006 > mistolzar@karlenstolzar.com > >  This message is intended only for the use of the individual or entity to >  which it is addressed, and may contain information that is PRIVILEGED, >  CONFIDENTIAL, and exempt from disclosure under applicable law.  If the >  reader of this message is not the intended recipient, or the employee or >  agent responsible for delivering the message to the intended recipient, >  you are hereby notified that any dissemination, distribution or copying >  of this communication is strictly prohibited.  If you have received this >  communication in error, please notify us immediately by telephone, and >  delete the original without making a copy. Although this email and any >  attachments are believed to be free of any virus or other defect that >  may affect any computer system into which it is received and opened, it >  is the responsibility of the recipient to ensure that it is virus free >  and no responsibility is accepted by the undersigned or by Karlen > &  Stolzar, LLP for any loss or damage arising in any way from its use. > >  IRS CIRCULAR 230 DISCLOSURE: To ensure compliance with Treasury >  Department regulations, we inform you that any U.S. federal tax advice >  contained in this correspondence >  (including any attachments) is not intended or written to be used, and >  cannot be used for the purpose of (i) avoiding penalties that may be >  imposed under the U.S. Internal Revenue Code or (ii) promoting, >  marketing or recommending to another party any transaction or matter >  addressed herein.     This is not intended to be legal advice, and is general in nature. No attorney-client relationship exists or is formed by this informatiuon. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies. a... Read More

An indemnification clause is part of an agreement that obligates a party to hold someone harmless (ie. reimburse that person) from enumerated expenses caused by enumerated circumstances. It may protect you and your company from whatever you can get the other party to agree to.  This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

Non-compete clauses can be valid.  The issues you raised are the defenses.  For something like this, I cannot imagine that you would be sued, which would cost thousands of dollars.  If you are sued, you can either change routes or defend the case.  But, the burden is on the former employer to challenge you.  You do not need to sue to void the agreement, etc.... Read More

Usually, when a contract is revised and a new contract is signed, the new contract specifically cancels or terminates the earlier contract. states that it supersedes and replaces the earlier contract and that it is the only contract between the parties relating to the subject matter thereof still in effect. This is not intended to be legal advice and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

You need to make sure that you file a timely answer. If it is a small claims court you will need all of your documentation for presentation as to why the claim is not owed. You should be able to present the evidence and i would assume you are explaining it to a someone on a sixth grade level. If you are not in small claims court the rules of evidence will apply and you will need to "prove up" your evidence as an exception to heresay. This will likely require the assistance of an attorney.... Read More

You need a lawyer.  You need to have the dissolution done in court to insure you get your deal.  The structure here was stupid.  You know that and that is why you are in the trouble you are in.  A distribution is the profit paid to the shareholders, which is pro rata with shares held.  You are demanding extra salary essentially.  The 51/49 percentage is going to be a problem for you unless you get some leverage in court.... Read More

I am not licensed in your state, and it may have something called a "franchise license" but I think you are contemplating creating a franchise. A "franchise" as used in English and as used in "law" are quite different. In English it means a group of stores united by a common name and product line. In law it is a regulated legal entity which is based on a registered trademark, a licensing system, and must be registered federally and in every state where it sells or does business. It requires, among other things, audited financial statements and obtaining "franchise registration" is not a Do It Yourself project. A CPA is a well advised member of the overall team.... Read More

The "winner" of the item is determined by chance after the participants make a payment for the privilege of having a chance to win. No skill is required. 31 U.S.C. Section 5262 defines a bet as the staking or risking of property in order to win something of value based on the outcome of a game subject to chance. The business of accepting such bets is prohibited by this law.... Read More

You should contact a local corporate or business attorney with a good understanding of tax law.  There are various state, local, and federal tax ramification associated with forming and maintaining a business. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

You need to enter into a confidential disclosure agreement with the disclosee. The agreement should prohibit them from further disclosing the idea or making commercial use of it without your consent. Many businesses will refuse to enter into such agreements, in which case you will wish not to disclose to them.... Read More