Nevada Business Legal Questions

Not necessarily.  Closing the business may not be the same as taking it off the market, as I assume that  you would still be willing to sell even after you close the business.  The issue would be whether by closing the business, and thereore making it more difficult to sell, certainly for the same price, you violated your obligation of good faith and fair dealing under the contract.  Another question could be whether the provision that you have to pay the full commission is a penalty, rather than a valid liquidated damages provision, which it may be.  I believe the true measure of the broker's damage, assuming that closing the business constitutes a breach, would be the amount of the commission minus the expenses the broker saved by not marketing the property after you closed it.  The damages might even be zero, if you can show that, even if you hadn't closed the business, it would never have sold before the end of the term, and the broker would never have earned the commission.... Read More

Based on the information provided, it does not appear that your former employer may sue you successfully for starting your own company as long as you are not using trade secrets of the former employer or engaged in other conduct that violates some duty you may owe to the former employer. Of course, your former employer may sue you--it is simply a question of whether you will prevail. And without knowing all of the facts, it is not possible to definitively answer your question. ... Read More

It's not a black and white issue.  Does the other company have intellectual property rights in the name?  Is your use of the name likely to cause consumers to be confused and think that you are affiliated with the first company (which depends on numerous factors - the types of businesses that are being operated, where they are being operated, the reknown and distinctivelness of first name, etc.)  For example, a restaurant can call itself "SloppyJoe's" even if there's a "Joe's" garage in the same neighborhood.  In your particular example, however, I think the use of the mark "hondalot" is likely to confuse consumers into thinking that "hondalot" is affiliated with "honda", and would therefore be prohbited.  "Hondalot" would be trading on the goodwill that honda has spent time and money developing, and would impair the value of that goodwill - any negative interaction which consumers have with "hondalot" is likely to diminish the value of the "Honda" mark, as will the fact that "hondalot" would be using the "Honda" mark without paying Honda for it.... Read More

First, it sounds like a breach of contract (whether written or oral) to which the recipient of the services is claiming that he or she received unsatisfactory service.  The next step is to figure out what the claim is worth.  If the value is high enough, it may be worthwhile to pursue via an attorney.  I would first send a demand for payment, then follow up with a lawsuit to collect the sum due if the demand does not work.  Once again, if the value is low, then it may not be worth pursuing.... Read More

In what context?  Certainly, a high level employee or director might be referred to as a "principal" of a corporation, but that would not make him/her an owner.  I'm not sure what your real question is, though, since, even if someone was a corporate shareholder (i.e. an owner), he/she would not, as a general rule, have any liability for corporate obligations.... Read More

Generally, the agreement between the parties will specify whether the seller may solicit/accept other offers. If the seller is not, under the terms of the agreement, allowed to accept any other offers, then there may be a breach, especially if the seller caused the delay by not providing the information necessary to facilitate obtaining financing in a timely manner.  This is very fact-specific, requiring a review of the documents and conduct of the party in detail.... Read More

In Nevada, fraudulent conveyances are governed by Nevada Revised Statutes Chapter 112.  Based upon the limited facts presented in your query, it would appear that a fraudulent conveyance may have occurred if the LLC did not provide reasonable compensation to the Corporation for the transfer of assets.  However, without knowing the rest of the facts, it is very difficult to provide a good answer to your question.... Read More

If they signed on Jan. 31, then they effectively accepted your counteroffer of Jan. 30.  I do not know what they other documents show without more information.  Arguably, the contract existed.  However, if you repudiated/rescinded the contract prior to their performance, they may have a hard time showing any damages as a result.  Without knowledge of the contents of the various documents, it is hard to provide an answer definitively.... Read More

If your partner doesn't abide by your contract, you can sue him to enforce it and/or for damages caused by his breach.  You may also be able to dissolve your partnership.  These proceedings may or may not result in the disclosure of embarassing information about him.  However, it is not a good idea to release information outside of the context of a lawsuit, simply for the purpose of embarassing him.  Depending on what information is released and what problems the disclosure causes, you are probably not liable (but could be in some cases) for such disclosure as long as it is true, but why take the chance of getting sued over it?... Read More

Any person who trespasses on and negligently (let alone maliciously) damages your property can be sued for the damages which they cause.  The question will be whether you can show that the but-for reason that you lost the promotion was solely due to your wife's actions and whether the loss of your promotion was a foreseeable consequence of her actions.... Read More

Nevada law allows you to incorporate your business under the laws of the State of Nevada and to designate Nevada as your jurisdiction of incorporation.  You are required to have a registered agent at the registered office actually physically located in the State of Nevada.  Domestic and Foreign Corporations are not required to have a physical presence in the State of Nevada and may have your “Principal office” in or out of the State of Nevada.  Each corporation is required to likewise file with the Nevada Secretary of State the name and address(business or residential) of each officer and director.... Read More

Nevada law requires every person or entity doing business in the State of Nevada to have a State Business License and to register their entity in Nevada, either through incorporation of the entity as a domestic entity or registering and domesticating their foreign entity to do business in the State of Nevada with the Nevada Secretary of State.     ... Read More

Nevada is an at-will employment state where your employer can dismiss you for no reason at all, so long as it is not a prohibited reason. "Since employees in Nevada are presumed to be at-will, an employer can dismiss an at-will employee with or without cause, so long as the dismissal does not offend this state's public policy. State of Nevada v. Dist. Ct. (Anzalone), 118 Nev. 140, 151, 42 P.3d 233, 240 (2002)." Based on the facts as presented, unless you have good cause to believe that your termination was for illegal purposes, the reason for termination (if there is one) is really irrelevant to the inquiries. However people are curious and entitled to know what their employment file contains.  NRS 613.075 provides that an employee, up to 60 days after termination, must be given the opportunity to inspect and obtain a copy of the employee file.   The inspection must take place during normal business hours; copies must be provided at actual cost.  The employee is entitled to submit a written rebuttal in direct response to any entry in the employee file; the employer must maintain the rebuttal in the employment file.... Read More

The scenario you have laid out appears to include a number of violations of the general fiduciary duty of members and managers, as well as violation of certain procedures under Chapter 86 of the Nevada Revised Statutes which governs LLCs.  There are procedures for removing a member from an LLC which do not include one member simply unilaterally deciding to kick the other out.  Therefore you cannot simply kick him off of the LLC.  The greater problem will be whether the business really has the revenue/value to make litigation between the members fruitful.  Absent real value (and membership fights are expensive), the cheaper alternative might be to simply call a meeting and move for dissolution of the LLC.... Read More

Nevada statutorily recognizes the rights of merchants to prevent theft and shoplifting and to take reasonable actions against persons on their premises pursuant to NRS 597.850.  "3.  Any merchant who has reason to believe that merchandise has been wrongfully taken by a person and that the merchant can recover the merchandise by taking the person into custody and detaining the person may, for the purpose of attempting to effect such recovery or for the purpose of informing a peace officer of the circumstances of such detention, take the person into custody and detain the person, on the premises, in a reasonable manner and for a reasonable length of time. A merchant is presumed to have reason to believe that merchandise has been wrongfully taken by a person and that the merchant can recover the merchandise by taking the person into custody and detaining the person if the merchant observed the person concealing merchandise while on the premises. Such taking into custody and detention by a merchant does not render the merchant criminally or civilly liable for false arrest, false imprisonment, slander or unlawful detention unless the taking into custody and detention are unreasonable under all the circumstances. (emphasis added)." The key word in this statute is "reasonable", which is a question of fact.  In K-Mart Corp. v. Washington, 109 Nev. 1180 (1993), the Nevada Supreme Court clarified the necessity that the methods and mechanisms used by the store must be reasonable.  Even where a merchant has probable cause to detain a customer, he or she may still be denied protection of the statute if it is shown the detention was unreasonable, such as detaining a suspect for longer than necessary, being unnecessarily rude or using excessive force.  Based upon the description of the incident, acts such as smacking your wife's cellular phone do not appear reasonably related to the recovery of presumably stolen merchandise.... Read More