Missouri Business Legal Questions

I'm not sure what you mean by "the best way to find a lawyer." What I can tell you is that you need to file a Notice of Winding Up on the Missouri Secretary of State (SOS) website. That puts folks on notice that you are closing down the business. Once things are fully shut down, you file Articles of Termination with the SOS website. To ensure you receive the most protection from creditors coming after the business later on, you will want to publish the Notice of Winding Up with two different publications, listing the name and address of where such creditors can make claims. If you do that after the timeframe expires, those creditors cannot pursue a claim. It's not a terribly difficult process, but it does need to be followed correctly to ensure nothing comes back to cause problems later. I recommend contacting a business attorney to ensure that everything is handled correctly. Good luck.... Read More

Since no one is coming out to clean for you, Homeglow is in breach of contract. You can write them and explain they cannot charge you for something they cannot deliver or you can hire a lawyer to advocate on your behalf. You may want to discuss your situation with a lawyer.  Many lawyers offer a free phone consultation.... Read More

There are many different types of mergers, and the transaction could be structured to ensure that the assets of your company are not exposed in the litigation.  Alternatively you can structure the transaction so that the owners of the other business are required to indemnify the merged company for any losses from the lawsuit.... Read More

No.  The St. Louis Cardinals own their various trademarks, including their logo, and if you want to use it for commercial purposes you will need their permission.  It is likely that the Cardinals have already licensed someone else to be the exclusive licensee of their logo on the type of product you want to sell, but even if not, and even if the Cardinals are ok with having their logo associated with your product, they will want you to pay a royalty for using the logo.... Read More

I know of several states which have statutes prohibiting merchants from charging more if payment is by credit card (I don't know if MO has such a statute), but I also know that it is done all the time, particularly at gas stations, and that in one state such a statute was held to be unconstitutional.  Also, although it seems crazy, states which prohibit higher charges for credit card purchases still allow discounts for cash purchases, which is the same thing.   Merchants have to pay credit card companies to process credit card transactions, so it is understandable that, since their costs are higher on credit card transactions, they would charge more for those transactions (particularly on AMEX transactions, as I understand that AMEX charges a higher percentage than Visa or Mastercard.)... Read More

When you say that you own 20% of a small business, I assume you mean that you own 20% of an llc, corporation, or similar entity.  While I am not a Missouri attorney, in all jurisdictions I know, a 20% owner of an entity has the statutory right to see certain information relating to the entity, particularly financial documentation (in some jurisdictions, a provision in the governing agreement which provides to the contrary, i.e. that you do not have such a right, might trump the statute, but I doubt it.)  You can demand access to that information and, if refused, a Court will enforce your right.  Once you have seen the documentation, you may be able to figure out if the majority owner is doing anything else wrong, for example embezzling funds from the entity, paying personal expenses from entity money, distributing profits to himself but not minority owners, etc.... Read More

An llc member could be sued individually for defamation, as could the llc if the member defames someone in the course of his duties for the llc.  What you have described is not defamatory, however, as none of it is a statement of fact, but rather they are statements of opinion.  However, some of them could give rise to employment law claims, such as sexual harassment.  While I don't believe that the federal employment law statutes provide for individual liability, some state statutes do; I don't know if this is the case in Missouri.... Read More

Unless the restaurant was somehow negligent in protecting your information (for example, if it hired the clerk and put him in a position to receive debit and credit card information, even though it had reason to know he couldn't be trusted, or if it failed to take reasonable precautions against identity theft by its employees) it probably would not be liable for the employee's theft.  Employers are normally responsible for their employees' conduct in the scope of their employment.  For example, if a pizza delivery guy has an accident while delivering pizza, his employer may be liable.  The law may be more liberal in your jurisdiction, but it doesn't sound to me like this clerk was acting in the scope of his employment when he deliberately stole your information.  If you think you may have a claim, there are a number of ways you can proceed.  You can write to therestaurant, present your claim, and seek whatever compensation you think appropriate.  It is possible that they will accomodate you in some way, even if they don't think they are legally responsible, in the hopes of avoiding bad publicity.  If they turn you down, and you still want to pursue it,  you can consult an attorney who can help you.  Or you can go to an attorney first, but an attorney will cost money, if not up front, than the attorney will take a share of anything you get.   I have a question though - I realize that you were tremendously inconvenienced, but what did you actually lose?  You should not be responsible to pay for anything this guy acquired by forging your signature (assuming you acted promptly to question the charges and cancel the card when you found out about the problem). ... Read More

Since you will be rendering your personal services, it will be difficult for you to assert the limitation of liability associated with doing business in corporate form. In other words, if something "happens" to one of your customers, he (or his estate) will sue you personally, not just the LLC. As a result, there is no particular benefit to forming such an entity; you might as well do business as a sole proprietor. Buy insurance, if available to you, against your liabillity to customers.... Read More

I suggest you contact a local attorney to determine how to respond. 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

If you sell your interest to your former friend, you must make sure that the agreement of sale spells out everybody's rights thereafter, especially rights to compete, solicit customers, etc.  In many states (I don't know about Mo), when you sell your interest in a business, including your interest in its "good will", you will be, absent an express agreement to the contrary, barred from thereafter doing anything to impair the value of the good will you sold, such as, for example, soliciting the customers of that business. ... Read More

This is a trademark-law question, and it cannot be answered without a satisfactory explanation of the nature of the business you will promote (if any) with these shirts. Assuming that the local gym has trademark rights in this name, whether you require their permission depends entirely on whether an appreciable number of ordinary purchasers of your shirts could be confused into believing that your shirts were authorized or sponsored by, or originated with, the gym.l... Read More

In general, the by-laws of a corporation (whether it is a for-profit or not-for-profit organization) determine the manner of appointing and removing officers. In general, membership on a board committee (such as the executive committee) does not constitute an officership. In the absence of a by-laws provision specifying some other process, the board is presumptively entitled to appoint and remove committee members. However, boards do not have the right to remove directors in general unless the by-laws or a specific applicable law so provides.... Read More

These are matters that you can ascertain with the services of a private investigator, or as previously advised, by serving discovery demands on the judgment debtor. There is no public repository of this information, and you cannot find it out unless you snoop on the judgment debtor or the judgment debtor himself tells you. All of this assumes that you already have a judgment against the debtor, which you did not mention in this or the previous post.... Read More