Business Legal Questions

Here the issue is whether the agreement is enforceable of the agreement is signed by you as an individual, and then you change your name. Here it is important to understand that address this matter there two options, to include that agreement is entered between "manufacturer" and “You" your successors in interest, affiliates, agents and designees. Another options is to include that allows to freely transfer your interest in the contract. The problem is, that being such an important agreement, the manufacturer, if well advised, could reject these clauses because they make his position riskier. Additionally, there are more issues to consider when it comes to NDAs, and proper designation of the parties is only one them. You may want consult an attorney. ... Read More

An LLC in one State is recognized by other States.  However, if you are "transacting business" in another State, where you have a physical office/store presence in the other State, the LLC will need to register with the the Secretary of State of the other State as a foreign LLC.  If you have an on-line business that ships into another State, you will most likely not be required to register as foreign LLC; however, you would be subject to the sales tax.  If an LLC buys property in another state, most likely you will not be required to register as a foreign corporation, since the LLC is not "transacting business" in the other state.... Read More

It all comes down to likelihood of confusion.  Will the public confuse a Coco Puff Family Goat Farm with Cocoa Puffs Cereal?  Will the public give your Goat Farm business, thinking that they buying a product similar to Cocoa Puffs Cereal? The classic court case is Delta Airlines vs. Delta faucets.  The Judge ruled that there should be no confusion that someone would buy a Delta faucet thinking that they are buying an airline ticket on Delta Airlines.    ... Read More

I certainly hope you did not commit or sign any agreement that you would contribute $75,000 for this project.  It is not a question if the inventor should contibute.  It comes down to what you can negotiate.  First of all, you are inventor.  If they want your product, you can control the negotiations.   In order to make this work for you, change the terms.  For example, let them know that you are willing to accept 25% of the equity in exchange for zero contribution.  Once you start negotiating you should be able to find a solution that works for you.  ... Read More

"Converting" from a Sole Proprietorship is unlike Statutory Conversion provided in many states for some Partnerships, an LLC, or any type of corporation. The initial process takes two steps: Create the LLC or other business entity type, then transfer the assets into that new entity. Further considerations may include, without limit, the following:  Create an Operating Agreement - Manage co-members, roles, risks, dissolution, etc.  Elect Appropriate Tax Treatment - At least four basic options exist, and forms may be required Establish an LLC Bank Account - Use new EIN, if any, and do not commingle with personal assets Transition Existing Contracts - Assign rights to the LLC and notify clients, or patiently re-negotiate Assignment. Here we briefly explore this last item. Assigning a contract to your new LLC may generally be done if a contract does not otherwise restrict such action within its aptly named "Assignments Clause" or elsewhere by similar language. The act of assignment is typically performed by a single-page agreement, transferring all rights and responsibilities from you, as Sole Proprietor, to the new LLC.  Procedure. An LLC then attaches the assignment to a copy of the original contract, files it appropriately, and notifies the client. If you have good relationships, clients likely already know of the LLC's formation, so this formal notice is no surprise and possibly even welcomed as a sign of coming growth.     Prohibition. If an existing contract effectively prohibits this assignment, then you could consider negotiating a contract codification according to the terms or for some new consideration. If you and counsel cannot find a way to secure an assignment, then patience might be prescribed. Allow the current contract to expire, and negotiate the next renewal between Client and LLC.          Additional Publication. Some states require general notice in a newspaper. So, we would want to know the state of your Sole Proprietorship and LLC, determine whether the nature and extent of business in another jurisdiction would require additional registration there as a Foreign LLC, and whether that foreign jurisdiction would require publication.  So, this shift takes multiple steps, each with special attention. Contractual assignments concern a concept akin to collateral. The agreement was formed with the expectation that specified parties could be liable in case of a breach. Shifting to an LLC effectively shields some assets from the reach of a court-ordered remedy. Hence, the need for a careful review of each contract and context.... Read More

Small businesses are critical to economic growth in the United States, as is higher education as best practices evolve rapidly. Fortunately, FAFSA does allow some critical exemptions for small businesses (fewer than 100 employees) and their Business Assets - these are assets used in Operations. E-Commerce assets should be reviewed in the context of their functioning purpose within the business operations for proper treatment on a particular individual's FAFSA application. As a good example to illustrate this importance of contextual details, a single parcel of real estate may be treated in two different ways depending on its declared function, deed, etc: Omit the value from FAFSA if deemed to be a Business Asset, which asset is generally used in business operations and typically deeded to the company rather than an individual; or Counted the value for FAFSA if deemed to be an Investment Asset, which asset might earn income as a rental or be in your own name, for example. Even if FAFSA counts an asset, Asset Protection Allowance may let you count just a percentage, which rate can differ based on a few factors like the student's status as a Dependent. Despite this allowance declining in the recent decade, its benefit or something similar could arise on the horizon in our near future.  These benefits can be critical lifelines to a small business wishing to invest significantly in higher education. E-Commerce assets should be reviewed in detail to establish the proper treatment for your FAFSA application.   ... Read More

You probably, and I repeat, probably can do that so long as the name was not legally protected and was not conveyed to a creditor etc., in a lawsuit. If your dad's company is still legally allowed to do business (check with the Texas Secretary of State's office), then he will have to send a letter to the Texas Secretary of State agreeing to allow you to use the name. If his corporation has forfieted its existence, then you can use the name.  Mark P. Brewster Brewster Law Firm mark@markbrewsterlaw.net (210) 437-1232  ... Read More

Certainly a BOS. If the equipent orginally had its own title (car, boat, airplane, etc.) then you need a title document. Ask the person giving it to you if they have a title to it. If it's not required to have a title, then the BOS is likely all you need. Otherwise you need to transfer the title, and possibly seek a new title certifiate if the old one has been lost.    Mark P. Brewster Brewster Law Firm mark@markbrewsterlaw.net (210) 437-1232... Read More

There are a lot of issues to consider in your questions. You probably want confidentiality, non-circumvention, possibly non-compete (although those are difficult to enforce), and there may be others. Think through the matters that you are concerned about, as this is a good first step, but certainly a lawyer can help you identify matters you did not think of yourself becuase you may not have known they were a concern or an issue to address. Mark P. Brewster Brewster Law Firm mark@markbrewsterlaw.net (210) 437-1232... Read More

You can't use trademarked or copyrighted material for commercial purposes without permission from the owner of the trademark/copyright rights, which whill generally only give permission if they are paid.  The idea is that the creator of the work is the party who is entitled to profit from it, and some stranger can't piggyback on that creator's efforts to make money while cutting the creator out.  I have no idea what K-drama is, but I'm pretty sure that  any quotes from it would be protected by copyright law.  I'm also pretty sure that BTS will be trademarked, and I'm certain that Charlie Brown is. ... Read More

It is a little confusing, and not well- drafted, but I think it means that the tenant is agreeing to pay 20% of any increase in property tax above the amount charged in the 2021/2022 tax year.  In other words, if property tax in 2021-2022 is $10,000 and increases to $15,000 in 2022-2023, the tenant will pay 20% of the $5,000 increase, i.e. $1,000.... Read More

That is how it works.  In most states (I don't know about Tennessee) your attorney would have a statutory lien on the proceeds of the lawsuit to cover his/her fees.  The money is generally sent to the attorney who would pay the amounts owed for fees and disbursements , with the approval of the clients, and then distribute the remainder.  If there is a dispute between the clients as to how hte funds should be distributed, the disputed money would generally be held in escrow by the attoreny until the dispute is resolved.... Read More

If the employees were still contractually bound to be employed by another employer (which would be a little unusual; most employment agreements, except for those at the higher levels of the business, are terminable at will), they would breach their contracts by becoming employed elsewhere.  If the new employer hired them knowing that they were contractually bound to be employed elsewhere, it would have committed tortious interference with contract, and be liable to the first employer for any damages sustained from that wrongdoing.... Read More

You can sue anyone for anything, but I don't know what your claim would be.  People have the right to express their opinion, however unflattering it might be.  Moreover, you have suffered no monetary damages.  I think you would probably gain more satisfaction complaining to management and/or leaving a bad online review. ... Read More

Assuming that you are not, individually, the owner of the operating llc, you are the owner of its owner, but of course since you control it you can make yourself an employee, officer, etc.  Just be careful to observe the proper formalities (e.g. don't commingle money, always sign contracts and other documents showing that you're acting for the operating llc and not individually or for the holding llc, etc.) so that neither you nor the holding compamy become liable for the operating llc's obligations..... Read More

Is the RV Park an independent legal entity, like a corporation or an llc?   Is the management company? If so, those entities can be sued.  If, however, they are sole proprietorships, they have no separate legal existence, and their owners are personally laible for any business obligation.  Even if the RV Park and management company are both corporations, however, you can still be personally liable depending on the dispute.  You would not, as a general rule, be persoanlly liable for either corporation's contracts, for example, but would be personally laible for your own torts.  For example, if you, while driving a van owned by the corporation in the course of your employment, get into an accident due to your negligence, you can be personally laible as well as the corporation being liable.... Read More

Typically there is no template or form for this. If there are certificates that represent membership interest, then the back of the certificates usually have a space for transferring them. You need to consider if there are gift taxes triggered by this gift. You also need to consider if there are restrictions on sales in the company's Operating Agreement. ... Read More