Business Legal Questions

I don't think it is worth hiring an attorney over $400, but if you are a corporation or other business entity you may have no choice.  Corporations, llc's, and some others are legal entities which can only be represented by attorneys.  Individuals can represent themselves, but not anyone or anything else.  However, in some small claims courts, a shareholder is allowed to represent his corporation.  I do not know if the small claims court in your jurisdiction is one of these.... Read More

Are you receiving payments for yourself, or as the beneficiary of your father's estate?  If the former, you may have standing to enforce the contract or seek damages for its breach as a third party beneficiary of the contract between your father and his former partner; if the latter, the representative of your father's estate (the executor or administrator, or they may use a different term in NC) would be able to enforce the contract/seek damages for breach on behalf of the estate.  If no estate proceeding was instituted, starting one and getting an executor/administrator appointed would be a prerequisite to bringing any suit on behalf of hte estate.... 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

I can't tell you whether you have a "slam dunk", but there are issues here which could make a good claim or (depending on some facts which I don't know and which may be contested) coudl be a waste of time.  Some of the questions I would have are:           why didn't you receive any notification?  Was Shopify negligent or was the problem not of its doing, such as their notifications going into your junk folder or you chaning your email address without notifying them?;           does your contract with Shopify bar any claim for consequential damages (without getting into a long technical explanation, the damages you would be seeking are consequential damages)?  If so, and if the law that applies (might be California, might be where Shopify is, might be another jurisdiction specified in the contract) is like that of NY, that clause would be enforceable unless  you could show that Shopify was more than just negligent, but was at least reckless in failing to notify you;           why didn't you remember to renew your website?  Granted Shopify was supposed to notify you, but it wouldn't have been hard to note the date in your calendar;            who owns the intellectual property rights generated by your website under your contract with Shopify?  By using the trade name in commerce, you may have acquired common law trademark rights in it (I assume that you did not register the trademark), even if you no longer have the right to use the website.  If so, you would be able to prevent anybody else from using that name or a confusingly similar one in the same field of commerce.  Probably the Shopify contract precludes this, but you shoud check. It may be worth consulting with a California attorney, preferably one who is familiar with intellectual property law.... Read More

By its nature, there is no guarantee that an investment will succeed; you can lose your money.  Your fellow members are under no legal obligation to return your investment to you.  On the other hand you are under no legal obligation to withdrew from the llc, and you have certain rights as a member.  You can choose to remain a member until and unless the other members buy you out at an acceptable price.... Read More

There are many types of entities under state law and you should consider the best one for you based upon filing fee costs, taxes, insurance costs and ownership structure.  So, this means that an LLC may not be the best structure, an S Corp may be an alternative.  Even if you go with an LLC, there are currently 3 types under Tennessee law.  My office will go over all of these issues to make sure the best alternative is selected.   John R. LaBar.... Read More

Entering into a raffle, i.e. buying a chance to possibly win a prize, but losing your money if your raffle isn't chosen, is gambling, and is probably illegal in your state (I am not admitted to practice in West Virginia, but I'm pretty sure nonetheless).  Sometimes states allow raffles for charity, but I would doubt they would allow it when only 20% of the proceeds are being given to charity.  You should check with the State of West Virginia, but unfortunately I don't know what specific agency there would cover it.... Read More

I assume that you mean that you have registered your dba in Florida, and/or in the particular municipality in which you are located, which offers you very little protection, if any, outside of the jurisdiction in which it's registered, and not that much inside.  Since you are just starting, I assume that your dba would not qualify as a common law trademark yet.  The best protection you can get, and it is not absolute, is to register trademarks for any marks you want to protect, including your business name.  You don't need a trademark to sell your own jewelry; trademarks protect various names or symbols which are associated with your business from being misappropriated by others.  For example, McDonald's doesn't want someone using golden arches (which might techinically be considered trade dress, not trademarks, but it's the same concept) to promote a fast food restaurant; that person woudl be trading on a mark which McDonald's has spent time and money building up to represent a particular type of restaurant with particular qualities.  You may, however, need various types of licenses, depending on the jurisdiction in which you will be operating.  Finally, I don't know your particular situation, but as a general rule I'm aware of no reason why you would have to reside in the US to operate a business here. ... Read More

I am familiar with contracts such as this and I have dealt with Aspen Dental before.  I also represent a number of Dentists and Dental Surgeons. As with all contracts, it with start with the terms contained within the "four corners" of the page and so, as you have indicated, a review of your contract woud be the first step.   John R. LaBar Henry, McCord, Bean, Miller, Gabriel & LaBar, P.L.L.C.   This emial is a general response to a question and is not intended to create an attorney client relationship.... Read More

Private employers are not subject to the Right to Know Law.  There would be no reason for your employer to provide anyone with your resume and job application.  Even if your employer is subject to the law, there are many exemptions from disclosure.  Your application or at least certain information on the application and your resume are probably exempt.  ... Read More

You can have them all under one name and one umbrella using any of these forms (d/b/a is not a form, it simply means doing business as; any type of business structure, whether it be corporate, sole proprietership. llc, etc. can use a d/b/a).  The difference is that in a sole proprietorship, the owner is personally responsible for the liabilities of the business.  In a corporation or llc, the entity alone is obligated (assuming tha the entity is operated properly and the owner has not personally guaranteed any obligation). If you have all of the businesses owned by the same person or entity, the businesses will be considered as one, and will each be responsible for each other's obligations.  Thus, if you form ABC llc to own each of the businesses, and one business has an auto accident for which it is liable, not only that business's assets but all of the businesses; assets will be used to pay that obligation. For this reason, you may wish to form a holding entity.  For example, you might have each business owned by a different llc, and a separate llc owning the other llcs.  This will cost you some money to set up, but if you have assets you want to shelter, you may want to consider this or some similar structure where the businesses are all operated by separate entities and owned by an entity, so that your personal assets are protected, and the assets of one business will not be used to pay the obligatiohons of another.... Read More

As part of the affirmative defense.  You may also be able to file a pre-answer motion to dismiss based on the statute of limitations.  Remember, the breach of contract statute of limitations runs from the date of breach, not the date of contract.  For example, if the Fl statute of limitations on breach of contract is 4 years, and you took out a loan 7 years ago  but didn't miss any payments until 3 yeatrs ago, the claim is timely.... Read More

There may be a case for breach of contract, for failing to do the work properly, but you would probably only be able to recover the money you paid for them to clean the clothes, not the money you lost from losing customers.  It is not only very difficult to prove with any certainty that you lost customers, and how many customers and how much you would have made, because of the smell, but such damages are called "consequential damages", as opposed to direct damages, and are not normally recoverable in a breach of contract case except under particular circumstances. If I fail to repay a $1000 loan to you, the $1000 you lost are direct damages, i.e. damages that naturally flow from the breach.  If, because you didn't have the $1000, you couldn't buy a car and lost a job that would have  paid you $100,000 a year, those are considered consequential damages, i.e. damages which don't necessarily happen every time a loan isn't repaid but happened to occur in your situation.  These damagew are normally not recoverable unless they are within the contemplation of the parties at the time of contracting.  In other words, you may be able to recover them if you told me, at or before the time of the loan, that you would lose this job if I didn't repay you in time, but not otherwise.   In your case, where you lost customers because they didn't do the work right, it is a closer call, because that is more foreseeable and some courts may find it to have been within the contemplation of the parties at the time of contracting, but my bet would be that the damages would not be allowed.   Moreover, you have to think that if they ignored needed maintenance, they may be short on money and you wouldn't be able to collect. None of this is to say that you shouldn't consult an attorney in Ca. to look into your prospects, especially since it will probabl y coxst you little more to fule a suit seeking the return of they money you paid as it will to seek the additional damages, but my guess is that, given the problem  you will have proviing that the lost customers were due to the smell, the real question of whether these damages are recoerable, and the possibility that you won't be able to collect even if you win, you will probably decide not to pursue this claim if yoiu can get some money beck that you paid.... Read More

Before you do this, check with your current auto insurance carrier to see if your insurance would cover you for any losses arising out someone else operating the car for rent.  You must maintain insurance on the car and what they platform provides is not a substitute and won't fulfill your legal obligation.  If your auto insurance doesn't cover, in my view what the platform offers is not nearly enough.  ... Read More