Texas Business Legal Questions

The answer to your question depends on the nature of your relationship with your current employer.  Do you have any sort of contract (including an oral one) with your current employer which limits your right to compete with it?  Are you using any sort of confidential information belonging to your employer (for example, is their pricing structure and/or customer list confidential) to try to poach the client?  If the answer to both of these questions is no, there should be no reason why you can't try to "steal" the client.  Of course, if you try and are not successful, you will almost certainly be fired.... Read More

Did you companion say why he can only be removed from the business in January?  There's nothing inherent in the nature of a  business that prevents owners or employees from being removed at any time, but there may be something in the particular paperwork for your business which would.   For example, does he have an employment contract which runs out in January?  Is your business a corporation and your companion is a director (or a manager, if your business is an LLC) whose term is up in January?  Has he guaranteed to any third party, such as a landlord or lender, that he will be affiliated with the business and that guaranty is up in January?  Do the two of you have a contract relating to the business that provides that a change in management and/or ownership can only take place in January?  In sum, I doubt that there is any reason why your companion cannot be removed consensually at any time, but there could be some reason particular to your business why not.  You need to know why he claims that he can only be removed in January.... Read More

Unless your shareholders' agreement provides a mechanism for doing so, you can't unilaterally exit a corporation against the wishes of the other shareholders.  You would have to sue and get a court to give you relief, whether dissolution or some other remedy (you might be able to put the corporation into bankruptcy).  This doesn't mean that you have to work for the corporation, but you would remain a shareholder and would have any liabilities, as well as any rights, that a shareholder would have.... Read More

Most contracts don't have to be in writing, let alone notarized, to be enforceable.  Of course, that doesn't mean that you can't challeng the agreement.  Non-compete agreements between employer and employee are scrutinized closely by the Courts and, depending on numerous factors (particular job, particular industry, length of restriction, geographical scope of restriction, employer's investment into developing goodwill, into training employee, etc. etc.) may not be enforced.... Read More

With very few exceptions, shareholders are not liable for their corproation's obligations.  That is the most important reason to incorporate.  Thus, if the corporation was run properly (e.g. no commingling of funds, observation of corporate formalities, etc.), you would, in almost all instances, not be liable for any of the corporation's debts unless you had personally guaranteed them.  If that is what you meant when you wrote that most of the bank credits are based on individual credits, then you would be liable on your guaranty, but that has nothind to do with your status as shareholder, just your contractual obligation as guarantor.  You should look at the provisions of any guaranty to make sure that it is not continuing for new debts, and if it is to cancel it going forward, if you can.... Read More

Since part of your job is to train people for your employer, I think it could be a conflict of interest, but it really doesn't matter what I think or what you think.  Absent a contract which limits your employuer's right to fire you (for example, one which says you can be fired only for cause), you can be fired for any reason other than those prohibited by statute (e.g. race, religion, gender, etc.)  Assuming that you have no such contract, your employer can certainly fire you for doing something like this, even if you believe, or even if an objective third party would believe, that it is ok.... Read More

You have the right of free speech, but not the right of false speech, so if you knowingly made a false statement of fact that damages the business (I assume that your comment was about your former employer),  you could be sued for dafamation.  You also don't have the right of free speech if you agreed to a contract limiting it, for example if you signed a non-disparagement agreement.... Read More

Unless you have a contract which limits your employer's right to fire you, or you believe that you are being discriminated against for some reason prohibited by statute (e.g. race, religion, gender, etc.), your employer can fire you at any time and for any reason, including not having an associates degree.... Read More

You may have a claim for fraudulent inducement, which is based on ,syrtos; misrepresentations of fact on which you reasonably relied by entering into the purchase contract.  If you succeed on this claim, you should be able to rescind the contract and get your money back, or alternatively recover the damages you suffered due to the fraud, i.e. the difference in value between what you got and the value it would have had if the representations had been true.... Read More

I am not admitted to practice in Texas, and it is possible that the law is different in Texas (but I doubt it), but the fact that a nickmane was used, or the name was misspelled, or some other minor error makes absolutely no difference to anything.  Indeed, plainitffs often name "John Does" whan they don't yet have all the information they need about the responsible party.  If your husband was served, he better respond; I wouldn't count on the nickname issue allowing him to vacate a default.... Read More

I know nothing about dog breeding, but it seems to me that non-rerfundable, unless it has a different customary meaning within the dog-breeding industry of which i'm not aware, means non-refundable, and you assumed the risk.  Had you wished to maintain the right to a refund in the event that there were no live births, you could have made that part of your contract, but you did not.... Read More

What does you operating agreement provide?  Does it have a buy/sell or other provision which alows the majority member to compel the minority member to sell his interest?  If not, and if you haven't breached your duty to the llc in some way, you are under no obligation to accept any offer to buy you out.  As a practical matter, however, the majority (and presumably managing) member has a lot of power to make matters difficult for you if you stick around.  For example, you don't indicate whether you are employed by the llc or only an investor, but if you are employed it is possible (depending on what your employment agreement provides) that the majority mamber can fire you.  You would remain a member of the llc, but not an employee, and wouldn't be drawing any salary.... Read More

I know of no reason that you (whether "you" is the individual owners of the businesses or the businesses themselves) can't enter into a joint venture agreement which governs the way that you will interact in connection with a particular venture  This would not create any sort of general partnership.  You can also create a separate entity, of which you would each own 25% (or however you wanted to divide it), to operate the joint venture.  However, this doesn't address the issue of your non-profit status, which could be endangered if the non-profit entity enters into a for profit venture.   Incidentally, I don't know what you mean about forming an "association."  To the best of my knowledge, an "association" is not a form of legal entity, like a corporation, llc, limited partnership, etc. (at least in New York; I don't know about Texas) and I'm unaware of any "statutes for an association."... Read More

The suit raises a lot of issues, but doesn't necessarily preclude you buying the business.  A few questions you need to think about: Is the "company" a corporation, llc, or other individual entity?  If so, its owners would normally not be personally responsible for the liabilities of the business. If the company is a separate legal entity, can you structure this transaction as an asset sale, rather that a purchase of equity?  This would help to shelter you from liability as you would not be buying the company which is being sued, but rather its assets.  You have to be careful, however, about fraudulent conveyance and successor liability issues.  Fraudulent conveyance should not be an issue if you pay fair consideration for the assets, but that doesn't mean that someone can't sue you claiming a fraudulent conveyance.  It may help you to get an expert appraisal attesting to the value of what you're buying, and the fair amount you're paying for it, before consummating the transaction. How much does the insurance cover?  Are there any issues about coverage?  Is there a retention?  Does the policy cover punitive damages and, if so, is such coverage enforceable in your jurisdiction? You should also (and by you, I mean a local attorney you hire to address all these issues and the transaction in general) look into the merits of the lawsuit.  The fact that the plaintiff has asked for $10 million means nothing.   Without knowing all the facts I can't begin to assess how much the suit is worth, but with no injuries it is very unlikely to be anywhere close to $10 million, although a lot depends on whether or not the company knew or should have known that its employee was intoxicated when he drove.   Obviously the case is worth more if the driver was cited for DWI twice in the past year than if he had a  clean record previously.   These are just some of the issues I see off the top of my head.  I would strongly recommend that you engage an attorney if you decide to continue to pursue this transaction.  ... Read More

Are you the owner of the interest in the llc, or are you and your wife jointly the owners?  Unless otherwise agreed in advance, someone now owns an interest in the llc; an operating agreement is not necessary for this to occur, and if there is no operating agreemtn, the terms will generally be set by state statute.  If you own the interest jointly with your wife, your wife's consent is required for the operating agreement to be valid, but the issue gets complicated if you indicated to the other llc members that you were acting for both your wife and yourself when you invested.  You may then have what is known as "apparent authority" to act for her vis a vis the other members, and your agreement may be binding on both of you, although your wife may be able to sue you for any damages she suffers due to your acting for her without her authorization to do so.  As I said, complicated, and there could be other issues as well.... Read More

You say the previous owner signed the gift certificate , presumably at the time when the previous owner owned the business.  If the business issuing the gift certificate is the same entity and just has a new owner (i.e. if the business is xyz corporation and you bought all the stock of xyz corporation), it is still obligated on the gift certificate.  If the business is now a completely separate entity which merely bought the assets of the previous owner (i.e. the previous business was xyz corporation but abc corporation bought its inventory, goodwill, receivables, etc.) and didn't assume any of its liabilities, then it may not be responsible for the gift certificate.  However, whether technically liable or not, I would think that the damage to goodwill from not honoring a gift certificate would be a lot higher than the cost of the goods bought with the card.... Read More

You probably have a number of claims, including breach of contract. Maybe you could get a mediator to help you work out a buy out agreement with your partner. Otherwise, you may have to file a lawsuit. Even if you file, the Court will likely order mediation so you may still end up resolving the case through mediation.... Read More