Business Legal Questions

Hopefully a formal lawsuit is unnecessary.  If the equipment does not belong to him, then he cannot legally sell it.  Has he refused to return the items?  You may be able to sign a contract with him where you would get X amount from the sale of the business in exchange for the business keeping the equipment.  If he is refusing to cooperate or return the items you can always threaten an action under Ohio's civil theft statute. (O.R.C. 2307.61)  The threat of punitive damages (triple the value of the property) often times leads to an early resolution when the facts are undisputed. Best of luck.... Read More

The UCC lien isn't against "the business", the lien is on the assets of the business, just as a home owner secures the loan he/she uses to buy the h ouse through giving the mortgage a lien on the house.  Thus, the seller could theoretically sell the assets, but the sale would be subject to the lien, meaning that if the debt (line of credit) is not paid, the creditor (chase) could, despite the sale, force those assets to be sold to pay the seller's debt.  This is analogous to a house closing where the sellers have to pay off their old mortgage before the buyer's mortgage lender will loan the money to the buyers to buy the house.... Read More

Buying a business can be a complicated transaction, and I would certainly think that you would want an attorney to help you negotiate and draft the necessary contract or contracts, and to help you do your due diligence.  Is this an asset sale or a stock sale and do you know the tax and legal implications of both?  Is any intellectual property changing  hands (trademarks, copyrights, trade secrets, etc.) and are these assets protected?  Are there going to be any limitations on the sellers' rights to compete with the buyer post-sale?  What obligations, including contingent obligations, does the business have and could it remain obligated after the sale?  Is there going to be an insurance requirement in case the buyer dies before the purchase price is paid off?  Are there any key employees of the business, and if so are they going to stay with the business?  Will there be ay restrictions on their right to compete with the business if they leave its employ?  Without knowing anything about this transaction, these are a few issues which pop to mind with which a lawyer can help.... Read More

Not sure what your question is, but courts would much prefer to decide a dispute on the merits, and not because someone made a mistake and didn't answer in the time allowed, so that even if you served them properly, there is a decent chance that the court will vacate the default if they have any kind of reasonable excuse for blowing the deadline.... Read More

Just because you won a case by Default, it does not mean it is a done deal.  In most States, the opposing side has almost a year to come up with some excuse, and the Judge will vacate the Default Order.  In your case, it has been more than year.  That might work in your favor.  If you can prove up to $50,000, find a local litigation attorney to help you prevent the Default from being vacated.  ... Read More

Based on your narrative, if he signed the titles to the trailers over to you, and you titled them in you name, there is not much he can do, unless he obtains a court order.  It is unlikely he would be able to convince a judge that you breached your agreement.  If you purchased his share of the semi-trailer, keep a copy of the checks/receipt in a safe place, in case you are challenged.  It does not sound as if your need an attorney at this time. This sounds as if the seller now has second thoughts about selling the semi-trailers.  He is just trying to extract more money from you, and based on what your wrote, he has no basis to do so.  ... Read More

As a minor, you can enter into contracts but they are voidable at your option, so adults would be wary of contracting with you.  Perhaps one way to accomplish what you want is to have an adult relative contract with the customers, and then engage you to perform the photography.  While your contract with this adult, say your parent, would be voidable by you, presumably a family member would be willing to take that chance, and their contract with the customer would be valid.... Read More

This sounds as if it has the makings of a Class Action Lawsuit in Federal Court.  If you only have a few people (approximately under 30 people) who want to join in a lawsuit, the Plaintiffs are joined together.  However, if there are many people, who had identical injuries (paying for something that was suppose to be free), it has the makings of a Class Action Lawsuit.   The suit would need to be certified first by the Judge before it moves foward.  Many litigation attorneys are open to Class Action Lawsuit.  ... Read More

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 More

An LLC would be easiest to set up. A 501c7 is a bit more complex.  Also it might not apply as you intend to profit off of the services you will provide your actors.  It sounds like you are creating an agency.  I have a lot of experience in this field. Please feel free to reach out to us if you would like help setting up your company. 203.870.6700... Read More

Good question.  You and your partner together own 50% and the third partner has 50% ownership.  The third partner does not have 51% of the ownership and you and your partner together do not own 49% ownership.  It is tie vote! Therefore, he does not have the ability to do whatever he wants to do, especially if he is breaching his fiduciary duty to the company.     You need to review your By-laws or Operating Agreement, to determine how to break a tie vote.  It is always a good idea not to set-up an orgainization that can result in a tie vote. That's why you would want an unever number of Board members.    I once had clients who insisted they they wanted their structure to have a tie vote, against my advise.  In order to have a method to break any tie, we put together an Operating Agreement that stated any tie votes would be decided by a flip of a coin.  This is probably not your case.  ... Read More

This is a very timely question.  The PACT Act, also known as the  ‘‘Consolidated Appropriations Act, 2021’’  which is dated December 21, 2020, has placed a great deal of restrictions on vape sales.  By the end of March, 2021, an online vape business will be unable to ship their product directly to a consumer via Fedex, UPS or even the U.S. Mail system.  In most States, they will still be able to ship their product business to business.  The exception is Hawaii and Alaska, if the shipment begins and ends within the State.  You can also ship to military bases with less restrictions. The reason for thes strict regulations is to stop selling and shipping products to minors.  To your question, in most States, a consumer will be able to go to a brick-and-mortor vape store and make a purchase with their ID.    ... Read More

First of all, you don't have to accept it, but you may not be able to reach an agreement if you don't. Second, sometimes arbitration forums tend to favor one side or the tother, but the AAA is generally pretty neutral.  Arbitrations are generally (not always) faster, less formal,  and less expensive than llawsuits, but the costs are more front loaded.  In llawsuits, by far the most expenses are incurred in preparing for and having a trial, and you have a lot of time between starting a case and reaching that most expensive point to reach a settlement.  Frankly, a lot of cases settle when the parties get tired of funding the lawsuit.  In arbitration, altho9ugh it is ultimately cheape in general, you start paying big money much sooner.  The other issue with arbitration is that you give up your right to appeal, because an arbitration award can only be reversed on very narrow grounds, which happens very rarerly.... Read More

Let's say you are the owner of a house.  And, while you are the owner, the house burns down.  Now you want to remove your name as the past owner of this house.  It is not going to happen.  The recorder of Deeds has you as the past owner.  They cannot back-date documents, This applies to your equal partnership in an incorporated business.  You cannot back-date ownership documents.  Based on your ownership, you may be responsible for the past actions, unless you were just a non-affliated shareholder.  Unfortunately, you stated you were a equal partner.  This would most likely hold you liable for the past actions of the entity.    What you can do, is review the By-laws to determine how you can opt out going forward.  If this is partnership and not a corporation, the Operating Agreement may give you additional options how you can sell your partnership interest to the other partners.... Read More

Short Answer:  Probably, Yes.   Longer Answer:  It depends how long the corporation has been dissolved.  Once it has been permanently disolved, it becomes a little more difficult to reinstate it.  If it has been a long time since it was dissolved, check with the Secretary of State to see if someone else has registered the corporate name.  If no one is using the corporation name, you should be able to regain the corporation's ability to do business through the reinstatement process with the Secretary of State.    ... Read More

You can, but if I was your neighbor I wouldn't sell it to you, since contracts with minors are voidable at the minor's option.  In other words, your neighbor would be bound, but you wouldn't if you had second thoughts.  If I was your neighbors, I would draw up a contract of sale with one of your parents instead.... Read More

Consumer defense matters, such as the situation you describe, are the type of legal issues for which you may be able to obtain legal assistance through your local Legal Aid organization.  A list of local Legal Aid Organizations can be found at the Florida State Court Administrators office at https://www.flcourts.org/Resources-Services/Court-Improvement/Self-Help-Information/Legal-Aid.  The statewide portal for legal aid offices is found at https://www.floridalawhelp.org/. I wish you luck with this situation.  ... Read More