Colorado Business Legal Questions

You need a lawyer to mediate a solution, and possibly a litigator to sue them, if the losses are great enough. They had a contract with you, unless the terms of the commission clause state that they can change quotas from time to time, this is the modification of a term in contract, and that is like a new contract, it needs offer, acceptance, and consideration. They modified the contract without your signing it, and no modification.  You have a possible action, but unless the amount of commission they would have paid you is much higher than what they did pay you, you don't have reason enough to sue. It's not worth suing for a few thousand dollars, in other words. Did you know that people switching companies right now are getting on average 5% more income per year after changing? If you don't have enough money lost, and regardless, I would start looking for a new job/career now.... Read More

Generally, under Colorado law, a Colorado corporation must have one of the following terms or abbrevations as part of it's legal name: "Corporation" "Incorporated" "Company" "Limited" "Corp." "Inc." "Co." "Ltd." A Colorado LLC (Limited Limited Company), on the other hand, is not a colorado corporation so you would not have those terms or abbrevations above and different legal and tax rules applies. For a Colorado corporation you would prepare and file Articles of Incorporation with the Colorado Secretary of State and set up Bylaws. For a Colorado LLC your would prepare and file Articles of Organization with the Colorado Secretary of State and set up an Operating Agreement. As mentioned above, there is different legal and tax aspects of each type of entity.... Read More

In general, you have great flexibility to set the terms of the operating agreement of an LLC.  The equity %s do not always need to be the saem as the profit/loss %s.  Further, equity %s do not in general need to reflect actual capital contribution %s.  Based om the terms pf the operating agreement, the capital contributions do not need to be the same %s as the equity ownership %s.  Saying all that - The IRS does have certain regulations such as the Substantial Economic Effect rules which coudl be applicable to curtail some types of allocations so care needs to be made in drafting the operting agreement.... Read More

In general, an LLC should set up its own Operating Agreement to reflect the specific terms of operations, including ownership %s and management terms, as well as the specific tax aspects including who will be the Partnership Representative and details for the authority to act per the new Centralized Partnership Audit Regime IRS rules.... Read More

Defamation invovles a false statement of fact which harms another's reputation and causes them monetary damage.  Depending on what false infomration was communicated, the plaintiff may have to prove monetary damages, or they may be presumed.  Either way, however, only statements of fact can be defamatory, not statements of opinion.  Your rating could be viewed as a statement of opinion, but if I were the daughter, I would argue that your rating contains an implied statement of fact that you had dealt with that business and had an unsatisfactory interaction which, based on the facts you've recited, is false.  I don't know that this argument would succeed, and I also don't know if this statement would fbe considered defamation per se (the type where the defamed party need not prove monetary damages) but it is possible.  Thus, although it is likely that the daugher is bluffing and/or that you would prevail in any lawsuit, the safest course of action is probably to remove the rating.... Read More

An attorney who provided legal services in exchange for a share of your business would be entering into business dealings with his/her client.  While this is not always prohibited, it does give rise to many ethical issues, particularly where the client is not represented by independent counsel in negotiating the business terms.  MY guess is it will be difficult for you to find an attorney who would be willing to enter into such a relationshipk, particualrly with a start up.... Read More

I have been representing purchasers and sellers of small businesses in Colorado for many years.  It is best to have an attorney involved early in the negotiation of the transaction.  How the transaction is structure can have important tax and liability ramifications.  These are implicated from the outset. Often there is a letter of intent or term sheet and an attorney should be consulted with respect to that.  The principal legal document will be a purchase agreement and obviously, it is a good idea to have legal representation at that point.... Read More

The contribution of the trust of the house to the LLC is likely fine, but how does title to the house get into the trust?  Or is it in the trust? If there is a mortgage on the house, the transfers might trigger a due on sale clause.  That would need to be examined as well.  You also do not want the transfer to terminate the title insurance on the house. The LLC should have an Operating Agreement for purposes of maintaining liability protection.      ... Read More

Commingling your llc and personal finances is very dangerous, because it can result in piercing the veil of the entity to make you personally liable for the llc's obligations.  However, there is nothing improper (assuming it wouldn't be a breach of the operating agreement) for the company to pay you the going rate for your services, and you then use that compensation to pay your personal bills.  More problematic, but still better than just using company checks to pay personal expenses, would be for the company to loan you the money at the going rate of interest, and for you to repay it.  It would be best to obtain the consent of the other members of the LLC before having the LLC pay you a salary or loan you money.... Read More

No.  It depends on what papers you are signing.  For example, you could be guarantying the business's (I assume that the business is a separate entity, e.g. a corporation or llc) liability under its lease, which would only make you a guarantor, not an owner.  You could be consenting to your husbanc's use of marital property (like your house) to secure financing for the business.  You could be agreeing to act as an officer or director of the business corporation, which would not make you an owner.  There are many documents which someone who doesn't own a business could sign to benefit the business.... Read More

A resume, by definition, is shared with others, and much of the information contained in it is publicly available adn couldn't, in any circumstances, be considered proprietary.  Unless you have a contract which requires the people with whom you share the resume to keep it confidential (which would probably defeat the purpose) I don't see how it could be considered proprietary.... Read More

You have a few big issues here that you should discuss with a competent business attorney.  Unfortunately, the answers will all require a detailed review of your current business documents.  You need to make sure that you are not personally using a corporate opportunity in starting the new business, and confirm that your current shareholder agreement or other governing documents does not give your current co-owner a right to participate in similar business opportunities. As far as the loan goes, you may be able to pledge your equity in the first business to fund the second, unless it is restricted in your bylaws or shareholder agreement. The simple answer is to find a local business attorney and meet with them to discuss your issues. Good luck!... Read More

Your future father-in-law is understandably concerned about maintaining his reputation, and avoiding any appearance of impropriety.  Although nobody has done anything wrong if no quid pro quo has been promised on either side, your father-in-law could look bad (to his employer, to other suppliers, to medical ethics authorities, etc.) if he buys equipment from the company which hired his son.  How bad he looks depends on circumstances - Does he buy more from this company than others?  Does the buying increase after his son is hired?  Does he pay a higher price than he might pay other suppliers?  Is your fiancee qualified for the position he was offered?  Does he have experience?  Is he being paid commensurate with his qualifications?  Etc.  All of these are questions I'm sure your father-in-law would rather not face.  Whether they are enough to sway your fiancee not to take the job probably depends on how badly he wants/needs the job.... Read More

There is no law against discrimination, or even "Mccarthyism", per se.  It is only illegal for private citizens to discriminate in certain matters for reasons which are statutorily prohibited - race, gender, religion, etc.  Moreover, because there are many other venues where you can sell your merchandise, I don't think that you have an antitrust case either.... Read More

Unfortunately, when vehicles are sold "as is" the buyer generally has a duty to inspect the vehicle so that they know what they are getting.  If the seller knew about a defect and actively concealed it (rather than just adding a temporary band-aid, such as stop leak), then you may have a case of fraud.  However, you would have to incur the expense of an attorney and a trial to make the argument, and in court you would have the burden of proving that the seller not only knew about the defect, but that the seller actively hid and concealed the defect so that it was not discoverable - for the purpose of committing fraud.  It's a hard argument to make.   Sorry,... Read More

Great question.  An operating agreement generally provides the rules governing the relationship between the various members of an LLC, and can also set out certain rules to govern the relationship between the member and the company.  In your case, you are the sole member of the company, with authority to make the LLC take any action you desire.  Also, you do not have other members to deal with in the management or other decisions of the LLC.  You could likely operate without an operating agreement for some time, relying instead on the Colorado's default laws regarding the governance and ownership of an LLC. In some cases, however, third parties desiring to do business with the LLC may require an operating agreement.  Banks commonly do.  Most transactions involving real estate will.  In those cases, you may be required to provide a simple operating agreement.  When we prepare organizational documents for single-member LLCs, we generally include a very simply operating agreement for those purposes.... Read More

I'm glad you're seeking legal advice on this.  The Operating Agreement for an LLC is perhaps the most important document for this business - and especially with respect to your interest in the business.  If you fail to get this document properly prepared, you could place your management or ownership rights into jeopardy or fail to achieve the full benefits you may otherwise be entitled to. Unlike corporate law, the vast majority of laws and rules govering Colorado LLCs are default rules, and may be suplanted by the operating agreeent.  For this reason, it is very important to have an experienced Colorado business lawyer review the agreement before you sign. I often joke with clients that I make much more money cleaning up a company that got started with a poorly drafted or unclear operating agreement than I ever earn drafting one.  But I'm always for less legal fees and a cleaner document up front, than litigation after the fact. I would be happy to help you with this review.  We are very experienced with operating agreements for Colorado LLCs, ranging from small family companies, up to multi-million dollar companies.  We've likely seen it all.   Gives us a call at (719) 355-8840, or check out our website at www.BusinessLawGroup.us    ... Read More

Do you know whether this was an equity sale or an asset sale?  From what you've written, it appears that this was an equity sale (i.e. when a new owner buys a corporation, llc, or other legal entity and the entity remains in business, just owned by someone else) generally would not be considered an assignment.  The lease has not been assigned; it is still owned by the same corporation (for example); it's just the corporation's stock which has been assigned.  On the other  hand, an asset sale, where the old entity sells all or most of its assets (including the lease) to a new entity, would constitute an assignment. That being said, the lease would control.  Did the lease just generally provide that there could be no assignment without your consent, or did it define what would constitute an assignment, and include a sale of equity in the definition?... Read More

Yes.  The United States Constitutuion requires that a defendant, whether it be an individual, corporation, partnership, llc, or other legal entity, must have sufficient contacts with a STATE in which it is being sued for that state to exercise jurisdicition over it.   However, assuming the llc has sufficient contacts with that state, there are no constitional requirements about which COUNTY it has to be sued in.  Normally, requirements for proper venue are set forth in the civil procedure statutes of each state, and a plaintiff may normally sue in the County in which he/she/it resides and/or where the event at issue (whether it be a transaction, some sort of accident, or something else) occurred.... Read More

If you were actually using Barry Manilow's likeness for a commercial purpose without his permission, you could be liable to to pay him damages.  In most jurisdictions, celebrity likenesses are like trademarks.  Just as you can't use an adidas or ralph lauren trademark on your goods without permission, you can't use Barry Manilow's picture on your drink either.  However, since you actually used the picture for a class project, and not for commercial purposes, you should be ok.... Read More