Business Legal Questions

You've asked two questions which are unrelated.  If the contract has a  valid arbitration clause, your client has to arbitrate her dispute with her client, regardless of whether she engages a lawyer or not.  If she contracted with her client individually, she has a choice of engaging a lawyer or handling the matter herself, and whether she should engage a lawyer or not depends a lot on how much is at stake.  There is no point to hiring a lawyer when the amount at issue is less than the lawyer's fees will be.  If she contracted through an entity, however, such as an llc or corporation, she will have to engage a lawyer since corporations and llc's cannot represent themselves (although sometimes this rule is relaxed in small claims court).  I see no reason to send the law firm anything.  They are not interested in the merits of her claim, they work for the homeowner, and will take whatever she sends them and try to use it against her.   BTW, you specifically sais that this was a letter from a law firm, not any legal papers connected with a lawsuit.  Obviously if what she actually received was a summons and complaint or other documents starting a lawsuit, she has to respond to it.... Read More

Yes, assuming that you personally own the trademark.  Any non-exampt assets can be used to satisfy a judgment, although the procedures where the asset is intangivle, such as a trademark, are generally a little more complicated.  Indeed, intellectual property is often used as collateral for a loan. Generally, a judgmetn creditor (unless you have a contract which allows it, the people to whom you owe money could not do anyting with your trademark until they sued you and obtained a judgment against you) would go throught the appropriate process to haveyour asset (whether it be a trademark, a car, a parcel of real property, etc.) to be auctioned off.  The proceeds of the auction would be used to pay various fees, like the fees of the auctioneer, and the judgment.  If there is anything left over, it would go to you.  The same process would apply to any business entity you owned, so that if you caused a corporation you owned to own the trademark, the judgment creditor would cause the stock of the corporation to be auctioned off.   All of this really doesn't mean much at this point, since the trademark probably has no value yet.... 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

You would stop work due to the home owner's material breach of your contract, and sue the home owner for damages sustained from their breach of contract.  In many jurisdictions (I don't know about AZ specifically) you would also, even before going to court, be able to file a mechanic's or materialman's lien against the home for the amount owed.... Read More

Your band name does not have to be the same as the name of your business, and you can market a brand without using it as the name of your business, but if you want to use the brand name to operate your business you may have to file a "doing business as" certificate.  It also sounds as if you want to have your brand name protected as a registered trademark, and may also (depending on what your logo is) want to get coipyright protection.  You should consult a local attorney who specializes in intellectual property issues. ... Read More

The information you seek is well beyond a simple Q & A forum like this one.  You form business entities by filing with the Pennsylvania Corporations bureau.  You'd be best served by retaining an attorney to assist you with the formations.  If you want to DIY, the Department of Community and Economic Development has some self-help guides as well but there are lots of traps for the DIY unwary.  ... Read More

I don't know your particular circumstances, but in general the change in CEO's of one of the member LLCs should not change anything or require q new operating agreement.  The members haven't changed.  Moreover, the prior CEO did not sign for himself, but for his LLC, and that signature, assuming it was valid in the first place, remains valid and binding.... Read More

Yes there is such a thing as theft of services, but in most jurisdictions (don't specifically know about Missouri) that is a criminal charge, not a civil claim.  It is prosecuted by the government (e.g. the D.A. or U.S. Attorney) not the individual victim  You can sue this individual for breach of contract.  It is unclear to me whether the customer sent you on service calls in Georgia or Missouri, or whether the customer has other contacts with Georgia sufficientl to confer jurisdiction over him.  If not, you may have to sue him in Missouri.... Read More

You are subject to the subject to the jurisdiction of any state with which you have sufficient contacts (also if you agree to it as part of your contract with the other party).  While doing business in a state is certainly relevant to the issue of whether that state has jurisdiction over you, not doing business there is not dispositive.  A contact with the state is given more weight if it relates to the claim against you than if it is unrelated.  For example, the fact that you ordered goods from a retailer in another state will probably confer jurisdiction over you in that state if the claim relates to that order, but not if the claim is unrelated. If a default judgment is entered against you in a foreign state, the plaintiff will seek to enforce that judgment by entering it in a state where you have assets.  Your only defense to that suit would be a claim that the foreign state did not have jurisdiction over you.  You will not be able to defend on the merits.  Thus, if a default judgment is entered against you for goods that the plaintiff claims you didn't pay for, you will not be able to raise a defense on the merits (e.g. that you did pay for the goods) when the plaintiff tries to enter the judgment in your state unless you can establish that the first state didn't have jurisdiction over you, either because you were not properly served or because you don't have sufficient contacts with that state so that it can exercise jurisdiction over you.... Read More

If you are a tenant with your own space that you are working out of, you may need insurance.  However, if you are in one of those co-ops where your stuff is in a section and someone works the whole place, the landlord's insurance is probably sufficient for liability, i.e someone falling in your space on your stuff.... Read More

 Here is the Tennessee law on recording a materialmans lien: "In order to preserve the priority of the lien provided by this chapter as of the date of its attachment, as concerns subsequent purchasers or encumbrancers for a valuable consideration without notice of the lien, though not as concerns the owner, the lienor, who has not recorded the lienor's contract pursuant to § 66-11-111, is required to record in the office of the register of deeds of the county where the real property, or any part affected, lies, a sworn statement of the amount for, and a reasonably certain description of the real property on, which the lien is claimed. The recording party shall pay filing fees, and shall be provided a receipt for the filing fees, which amount shall be part of the lien amount. Recordation is required to be done no later than ninety (90) days after the date the improvement is complete or is abandoned, prior to which time the lien shall be effective as against the purchasers or encumbrancers without the recordation." § 66-11-112. Sworn statements; notice; abandonment.  ... Read More

You need to know what the contract says about termination.  Does it have a definite term (e.g, 3 years)?  Does it require no advance notice of termination?  How long?  What does it provide regarding payment for referrals whom you continue to serve after terminating the agreement?  There are some rare situations where contractual provisions may be unenforceable, but in general the answer to your questions depends on what the contract says.  You need to gat a copy, and if the other party refuses to give you one, May have to start a lawsuit to get one. ... Read More