Maryland Business Legal Questions

This is actually a complicated situation even though it only involves $100. Most contracts are enforceable without need of a writing, and an agreement to make a deposit against a save the date design doesn't seem to fit into any category that would require a writing.  Thus the question is whether there was an agreement that the deposit would be nonrefundable or not.  Apparently you never realized that the deposit would be nonrefundable.  If the court believes you, it may find that no enforceable contract was ever formed.  In that case, however, the court could still find that the invitation company is entitled to "quantum meruit", the fair market value of the work they performed creating the two designs you rejected. You would no doubt argue that a contract was formed making the deposit refundable if you didn't accept their designs.  If the court agrees, you would be awarded the $100 back.  Frankly, however, I doubt the court will agree, because it makes no sense to me.  If the deposit was fully refundable, than why have a deposit?  If fully refundable, then why provide that the $100 could be applied against another product or service?  The only thing that makes sense to me is that the deposit was intended to be non-refundable, but if you didn't like their design you could use it for another product or service. Of course, this all assumes that the invitation company tells the same story as you do.  If the facts to which they testify differ from the ones to which you testify, there is no way to predict which witness the court will believe. One more point.  Often in determining these types of issues where there in no documentation, or the documentation is not clear, the court is guided by the custom in the industry.  If the custom in this industry is that deposits are fully refundable, the court is unlikely to believe, without any documentary evidence, that this agreement differed from the norm, and vice versa.... Read More

The thoughts you have are good ones, and you can certainly be creative in how you structure things.  But just based on all the relevant considerations you highlight, you can see that this is certainly not a DIY project.   You should make sure whatever terms you ultimately settle on are properly reduced to a written contract that covers every contingency and protects your rights.  An experienced business attorney can assist with that.  Good luck.... Read More

Statutes of limitation for breach of contract run from the time of the breach (or sometimes from the time when the breach was discovered.)  If the client breached by not paying you after you did the work in June, 2015 (as it it not yet August, you clearly haven't yet worked for the client in August, 2015; somewhere, there's a typo, but not sure where), you are well within any limitations period (unless your contract provides for a shorter one, which I doubt.)  I don't know what the Maryland statute of limitations for breach of contract is, but I have never seen one less than 2 years from breach.... Read More

Yes, this could be grounds for a valid lawsuit.  If you were promised a 10x10 unit, and you paid based on your reliance on such promises, you have the basics of a claim for fraud.  There may be consumer protection laws at play as well.  And your last question there says a mouthful -- if there is an intentional pattern of such misrepresentation, the storage facility could be liable to more than just you.  I'd contact a lawyer to look at your rental agreement and see what recourse you might have.  Many lawyers I suspect would give you a free consultation to more fully assess the facts and review the relevant documents.   Good luck, Sean  ... Read More

Do you want to simply withdraw from the LLC and have the LLC continue to do business?  If so, you can transfer your membership interests to the other members.  If done correctly, there is no reason a new EIN would have to be issued, but you should make sure you do not remain as the responsible party for tax purposes.  If you applied for the EIN, and are the majority member, you may be the responsible party as far as the IRS is concerned.  You should pull together your operating agreement and any other relevant corporate documents and consult with an experienced business attorney to make sure the transfer and all other matters are completed properly to ensure you do not have residual liability even after you leave the company.   ***NOTE:  This response should not be deemed as legal advice as facts not presented in the question could change the answer.  Further, there is no attorney-client relationship created by this response.  To obtain dependable legal advice, you must consult with an attorney and present all relevant facts.***... Read More

One of the ways a restrictive covenant on property may be deemed invalid is if, after the passage of time, circumstances have changed such that the purpose of the covenant is obsolete or there is some other reason that warrants lifting the covenant.  In some cases, a covenant can be deemed waived if it has not been enforced.  An experienced real estate attorney or, in your case, restaurant lawyer, may be able to review the covenant and examine the surrounding facts to determine if there are grounds to have the covenant changed or lifted entirely. ... Read More

The store owner has the right to sell his/her/its business and, absent either a contract restricting  the new owner's right to terminate the old employees' employment, or a violation of some sort of statutory protection (i.e. discrimination on the basis or race, gender, etc.), the new owner has no obligation to keep the old employees.... Read More

Unless you have a contract which limits your employer's right to fire you (for example, a contract which states that you will be employed for two years, or that says that you won't be fired except for good cause), or you are being fired for a reason prohibited by statute (race, religion, gender, etc.), your employer can fire you at any time and for any reason.... Read More

While the employee who forged a charge for an extra $10, as well as anyone who directed him/her or abetted him/her in committing the crime, might face criminal charges and a civil suit, I don't see any basis for closing down the restaurant.  I would bet, in fact, that it was an employee who pocketed the extra $10, and that the restaurant itself was not involved.... Read More

The number of locations is irrelevant if it is one legal entity.  The question is whether all the locations are owned/operated by the same legal entity, e.g. xyz corp., or whether each location is owned/operated by a different legal entity and, if so, whether eacfh legal entity is party to the contract.... Read More

You can bring suit under Maryland's wage and hour laws.  If the wages have been withheld without a legitimate reason you can recover not simply the back wages, but triple damages (i.e. 3x what is owed) and your attorneys' fees.  Feel free to contact me if you have any other questions.... Read More

Your question about  purchasing a bus with a lien on the title may be of broad general interest to readers of this site. I have been representing clients on these kinds of matter in Maryland and D.C. for over 20 years.  First, since you ask this question as a business question, I presume you want to use the bus in a business. Maryland law generally requires that you "mitigate" your damages. Generally, that means that if you can take steps that will decrease your damages, you may need to take those steps to be able to claim for damages. If the lender seizes the bus from you to pay off its loan, and you then don't have the bus to make the income you were hoping to generate from the purchase of the bus, your problem may be bigger than the amount of the loan itself. You may need to "mitigate your damages" by paying off the lien on the bus. Clearly, you can sue the seller of the bus. He/she/it may have no assets and a judgment may be uncollectable. In some circumstances, the seller may say that you knew about the lien and bought the bus "subject to" the lien. For example, if you bought the bus at an auction, the auction rules likely would say you were buying subject to any liens on the vehicles sold. Of course, other factors can also intervene that would alter the above. This response is not intended to address all possible issues. This is at best a general overview. I encourage you, and all other readers, before you act (or decide not to take some action) to seek competent, local legal counsel who can address the specific facts of your particular situation. This web site and the responses herein, including this response,  are designed for general information only. The information presented at this site should not be construed to be  and is not formal legal advice. No attorney-client relationship exists and no attorney-client relationship is formed or created by this response or any response on this website. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

Yes, you can collect when you have sold goods (or services), they have been accepted by the buyer, and the buyer has received and retained your invoice without objection. Depending on the size of the invoices, this may be something that should be handled without an attorney as a small claims matter.... Read More

As a general matter, there is no penalty for failure to remit escheated funds. It is not clear from your inquiry why these funds escheated. Normally, if the buyer of real property remits more than the total closing costs and charges to an escrow agent, the excess funds belong to the buyer, not the state. It is the escrow agent's duty to track down the party entitled to the funds.... Read More

As a general matter, employment in the United States is on an "at will" basis. That means that your employment can be terminated at any time for any reason, even a bad or untrue reason. It is not clear who the "other company" is. If a former employee has defamed you, you may have a claim. This should be discussed with an attorney.... Read More

As a general matter, a bank may only charge your checking account for the amounts that are properly payable from it. The balance is yours and you are permitted to withdraw it on demand. In circumstances like this, a court would probably allow the bank a reasonable amount of time to determine the exact balance due them before setting it off against your deposit balance. That might be a few days or a few weeks.... Read More

In general, the general contractor's bond insures the performance of the general contractor to its customer (in this case, the government). The bond does not guaranty that subcontractors of the general contractor will pay their vendors. It does not even guaranty that subcontractors of the general contract will be paid by the GC.... Read More

You will need to engage the services of an attorney to press this matter. That will require a close reading of the terms of the covenants and strict compliance with the consent procedure, or proxy procedure, as required by those covenants. See an attorney. You should not count on the existence of other waivers or non-compliances as an excuse for you to do as you wish.... Read More