Arizona Business Legal Questions

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

The answer depends on what the contract provides.  If the contract is silent, it sepends on whether the seller is a merchant (in which case risk of loss passes when the buyer takes physical possession of the goods) or not (in which case risk of loss passes when the seller tenders the goods to the buyer, which would certainly not be later than when the goods are delievered to the buyer's doorstep).... Read More

Of course you would have to look at the actual contracts to know whether the non-compete was still in effect, but most likely it is.  You don't say (probably don't know) if the second sale was an asset sale or a stock sale, but either way the business's right to prevent your competition would have been one of the assets sold to the successor... Read More

There is no reason that an operating llc can't have the same members as a holding company llc.  They often do, in an attempt to minimize potential liability for any particular project.  For example, real estate development businesses often form new entities for each new project.  To avoid shared iability, though, you need to operate as if the entities are separate and acting at arms' length, for example charging market rate rent to the initial llc.... Read More

What does your contract say?  On your ticket or somewhere in the paperwork (which could be electronic) the terms under which you are urchasing the ticket will be set forth, probably including something like the venue reserving the right to banish anyone who, in its judgment, is being disruptive without providing any refund, or something of that nature.... 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

I suspect that buried somewhere in the terms of service they had you click "I Agree" on, there is probably something about automatic renewal at that rate. Ask them for a copy of what you agreed to and read through it carefully. If it's in there, you're almost certainly out of luck. It's devious, but it's legal.  Another problem is that the law may treat the past six months of payment as having been done with your consent--those charges would have appeared on your credit card statement, and it's your responsibility as a consumer to review your bill and challenge anything you don't approve of. If you paid it without complaining, then it will be difficult if not impossible to undo that.  If their terms of service say nothing about the charge, then it's worth consult an attorney directly. ... Read More

Search the trademark database at uspto.gov to see if it's been claimed by anyone else since then.  Also search ecorp.azcc.gov to see if anyone has claimed it as a business name or trade name (a dba name) in Arizona. If both are clear, there should be no problem for you to register the name and begin using it in commerce. ... Read More

Did you include any restrictions on the sale of your work in your agreement with the Art One gallery?  Are there any restrictions on sale in the sales agreement by which the original buyer bought the work? If not, I see no reason why the person who bought your work can't resell it to anyone who is willing to pay for it.... Read More

Unless your wife has a contract which states either that she is employed for a guaranteed length of time (i.e. two year employment contract) or that she can only be fired for the reasons, and/or pursuant to the procedures set forth in the contract (i.e. "employee can only be terminated for good cause as defined in this agreement"), your wife can be fired at any time for any reason not prohibited by statute (e.g. race, religion, gender, etc.)  It doesn't have to be fair.... Read More

I can see some circumstances where you would be exposing yourself, if not to liability, than at least to being sued, by registering individually, and I don't understand why you need to do so.  Why would you be the registrant?  The registrant should be the community.  You would just be a signatory on the account.  If the community of which you write is not a legal entity (for example, I live in an incorporated village, and live in an apartment building owned by a cooperative corporation, both of which are legal entities), then it would be safest to set up a legal entity.  For example, community members could incorporate the "Community X Improvement Committee" as a not for profit corporation, and handle all dealings as that entity. ... Read More

If you want to use Peanuts characters in any commercial venture, you have to pay the owner of those rights, either to purchase the rights outright, or more likely to license the rights for a period of time.  Like other owners of the rights to famous characters (e.g. Spider Man, Dora the Explorer, etc.), I've no doubt that the owners of the Peanuts rights licene the rights to use the Peanuts characters in a variety of ways.  For example, one manufacturer may pay (probably a guarantied minimum against a percentage of royalties) for the exclusive right to use Peanuts characters on lunch boxes sold in the U.S., another for the rights to use them on lunch boxes sold in Europe, while another may contract for the exclusive rights to use Peanuts characters on t-shirts, and another for exclusive rights to Peanuts greeting cards.    Assuming that the rights owners have not already licensed the rights to use Peanuts characters on embroidery designs, you may be able to purchase or license such rights, but it will be expensive.  Licensing of characters is big business.... Read More

As a general matter, you should organize your small business in the place where you will have your principal office. There are no material interstate differences in taxation or fees, and you will not realize any meaningful benefit by picking a place like Delaware or Nevada where you do not do business.... Read More

If you are asking about a personal filing, then no you cannot file now.  If you are looking at filing for your business, it depends on several issues, such as whether you are incorporated. You should consult a local bankruptcy attorney.  Most bankruptcy attorneys offer a free initial consultations to determine if bankruptcy is appropriate. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

"DBA"  means "doing business as".  it does not indicate a separate legal entity, such as a corporation or llc.  Thus, if the lease reads that the tenant is "Jane Doe, d/b/a Jane Doe's Flowers", it indicates that Jane Doe personally is the tenant, and liable on the lease.  It is not surprising that the landlord did not execute a lease where the llc was listed as the tenant.  Many landlords will not accept a corporate or llc tenant without a personal guaranty from an individual, otherwise it is too easy for tenants to just "walk away" from a lease with no consequences.   Although the lease is in your individual name, you may be able to argue that it was truly meant to be an obligation of the llc, and not of you personally.  However, although I don't know the particulars of your situation, or any quirks in the law of your jurisdiction, I believe that it will be very difficult for you to succeed in escaping the terms of the written lease which you signed.... Read More

You will need to scrutinize the agreement extremely carefully. If the people whom you are recruiting are not "employees" and there is no other non-recruitment provision, then you will have a pretty good argument that recruiting non-employee contractors is permitted. Generally speaking, these kinds of agreements are narrowly construed in order to minimize the restraint on the former employee (you). Moreover, since the agreement was drafted by your employer, any ambiguity in it would likely be construed against your employer. However, there is no substitute for having the agreement reviewed by an attorney. You should do that. And you should be prepared for a fight, even if you are "right."... Read More