Minnesota Business Legal Questions

I am not familiar with Minnesota law, but I am unaware of any statute which contains a general prohibition against discrimination in employment, or which would require you to treat smokers equally.  While many jurisdictions have their own local laws which may expand protections, the Federal laws against discrimination in hiring generally apply only to employers of a certain size, and protect workers from discrimination on the basis of things like gender, race, national origin, etc.  If you, for example, didn't want to hire anybody who was a Red Sox fan, I know of no reason why you couldn't follow that practice.   ... Read More

There are some issues here.   First of all, there is something to purchase - the goodwill of the business.  Although intangible, goodwill - that is the expectancy of future business based on prior operations, the business's name, the location, customer relationships which have been built up, etc. - is often the primary asset of a business.  Transfer of this asset without consideration (for free) can have tax impact and could also violate a duty to your creditors.  Second, and probably more important, what does your rent to own contract have to say about a new owner coming in and operating the business?  Are you allowed to transfer the business?  Will the same 20 year period apply?  I can't answer these question without a lot more detailed information, and anyway I'm located in New York and not admitted in MN, but you may want to consult an attorney or accountant.... Read More

That depends.  Although you never lived in Iowa, you may stil have sufficient contacts with it to allow it to exercise jurisdiction over you without violating your constitutional rights.  For example, are you being sued over a contract which was to be performed, at least in part, in Iowa, or over an accident which occurred in Iowa?  If so, the Iowa courts would almost certainly have jurisdiction over you.  Are you being sued over a contract which required you to ship goods to Iowa?  Did you advertise to Iowa residents in connection with the dealings to which the lawsuit relates?  Do you derive substantial income from Iowa residents?  Did you negotiate and/or sign the contract while visiting Iowa?  Do you own real property in Iowa?  Do you work in Iowa?   You can't determine whether the Minnesota court would have jurisdiction over you without analyzing these factors, and the issue is not always black and white.  If there is any question that Iowa might have jurisdiction over you, you can't take the chance of ignoring the lawsuit.  However, in most jurisdictions you can make what is known as a "limited appearance" to challenge jurisdiction, and you can also make a motion to dismiss the case based on either a lack of jurisdiction or because it is an inconvenient forum (in which case you would have to show that the forum is inconvenient for almost everybody involved, parties and witnesses, and not just yourself.)... Read More

You may be correct, but why would you ever take the chance?  If you operate a business without notifying people that the business is a corporation, or an llc, or some other form of separate legal entity, you could become personally liable for the business's obligations.  Thus, for example, if you sign an order for product on letterhead which says "Joe's", instead of "Joe's Inc.", you could be personally liable for that order.  What do you have to lose by making sure that your logo contains your corporate name?... Read More

If I understand you correctly, you maintain that one of the shareholders of a corporation has taken money which should have been distributed to all the shareholders, either because he took corporate money or he stole a corporate opportunity (i.e. he did a job, or made an investment, etc., individually which he should have done for the corporation.)  If so, the corporation can sue the individual to recover the monies.  In certain cases, for example where the offending party controls the corporation and will not agree to have the corporation sue himself, one or more of the corporation's other shareholders can bring suit in the corporation's name. ... Read More

If the seller declares bankruptcy before you have paid off the debt, the debt would become an asset of the bankruptcy estate.  You would get notice of the bankruptcy from the Court or whomever is appointed to administer the bankruptcy estate (probably a U.S. trustee), would make payments to that person, and the money would be distributed to the bankrupt's creditors.  Although there could be some red tape and bureaucratic holdups in the process, it should not affect your obligation to the seller. The problem is with the equipment lease, which may provide that a bankruptcy filing by the lessee (the seller) constitutes an event of default, entitling the lessor to various remedies, which may include repossession of the equipment, and or higher payments going forward.  You would probably be better protected if, rather than agreeing to make the seller's payment on the lease, you had the lease assigned to you with the lessor's consent.  That way the lease would be between you and the lessor, rather than the lessor and the seller, and the seller's problems should not affect you. Although you haven't specifically asked about them, some other concerns you should have are about the business's debts and liens against its property, which could affect how you structure the transaction.  If you are buying a corporation, for example (as opposed to buying the assets of the corporation), the corporation will remain liable for all of its obligations even after you have bought it.  Also if there are any liens against any of the assets you are purchasing, those liens will stay on even after the sale, and, if the lien holder is not paid, they could be foreclosed upon leaving you no recourse except to go after the seller, who may very well not have any money to pay you back.  You also have to make sure that there are no anti-assignment contractual provisions which could trip you up, such as a provision in a lease, if you are taking over a lease, which says that the tenants can't assign it. There are many traps for the unwary when you're buying a business.   Be careful.... Read More

If you believe your attorney misconducted himself, or simply failed to be sufficiently careful and diligent in your case, you may have a malpractice claim against him. Attorneys generally maintain insurance against such claims. You will need to engage the services of another attorney to review the file and determine whether you have such a claim.... Read More

It is not possible to frame an appropriate response to this inquiry because, in order to do so, an attorney would need to review the documents you signed in connection with your car purchase. It is also not clear what you allege the dealer did that was wrong. See an attorney in person and bring your documents.... Read More

As a general matter, an employer has no obligation to offer its employees any severance at all. The purpose of severance is to substitute for the wages you would have earned had you remained employed. If the employer offers you continuing employment and you voluntarily refuse, then it makes no sense for you to receive severance, and your employer can likely refuse to pay you with complete impunity. It likewise makes no sense for you to be paid severance if you remain employed, even if in a reduced capacity, since your employment is deemed to be on an "at will" basis.... Read More

One would have to read the non-compete to give any kind of analysis. Blaming the bank is totally groundless and shows how experienced you are. You need to reduce all the details to writing and take that writing and the contract to a business lawyer to evaluate and tell you if you have a case under MN law regarding breach of contract and unfair competition  and perhaps under other legal theories.... Read More

As a general matter, the law of trademark, not copyright, applies to matters such as this. The phrase DISC GOLF appears in a number of registered trademarks. It is not clear whether the owner of this mark is pursuing you. You need to have a consultation with an attorney who practices trademark law. If you want to discuss this matter, please call our office during business hours.... Read More

Generally speaking, no licenses or permits are required to sell video game software and hardware that has been sold to you for resale by the manufacturer. If you are engaged in retail sales in any state, you may be required to have general business permits and be authorized to collect sales tax, but those are not requirements specific to video games -- they apply to any business. The "additional details" portion of your question really makes no sense because the word "positional" has no meaning in this context. As a general matter, providing a copy of a copyrighted work of authorship to someone conveys no copyright rights in the work and no contract is required with the purchaser of a single copy of a copyrighted work. Your attorney should advise you regarding the specifics of the business in which you propose to engage.... Read More

There are two limitations on this kind of claim. First, when the defendant (in this case, your landlord) didn't directly cause the loss -- in this case, the loss was the result of the supervening criminal act of an unknown third party -- there are liability problems in our system, since, as a general matter, the legal system relies on causation as a means of proving duty. Second, you shoukd read your lease and see if the landlord's liability for third-party acts has been waived or excused; often that is the case. There are some newer cases that impose duty on a landlord to provide certain security measures under circumstances where the landlord knew, or reasonably should have known, that crime was likely to result in the neighborhood. But in general, the prospects are not great for such a claim, and it will not be possible to find an attorney who can prosecute this kind of matter cost-effectively. You should consider small claims, where you can be self-represented, as an option. Remember that in order to prevail you will need to show something more than that the landlord left materials for you that advertised your absence. Good luck with it.... Read More