New Jersey Business Legal Questions

If the employees were still contractually bound to be employed by another employer (which would be a little unusual; most employment agreements, except for those at the higher levels of the business, are terminable at will), they would breach their contracts by becoming employed elsewhere.  If the new employer hired them knowing that they were contractually bound to be employed elsewhere, it would have committed tortious interference with contract, and be liable to the first employer for any damages sustained from that wrongdoing.... Read More

You might consider looking for an immigration attorney to help with the visa question. Otherwise, would be happy to help create an entity (if you choose not to use a legal service like LegalZoom or through an accountant which some client find being more economical to conduct the filing with the state entity) and draft any necessary service or licensing agreements. Feel free to reach out.... Read More

Corporations are separate legal entities which exist apart from their shareholders and continue past the lifetimes of their shareholders.  If your husband was the sole shareholder of the corporation and you were the sole inheritor of his estate, then you inherited the shares and own the corporation.  However, if the corproation has paid no corporate taxes for the years since your husband's death, it may have been dissolved by the state and/or have tax liens against its property..  Assuming that the corporation was not dissolved for non-payment of taxes, it - not you personally - would continue to own any assets it owned before your husband's death, including the real estate you mention. Corporations also have obligations for which they are responsible, not their shareholders.  In the normal course, if the corporation borrowed money from a bank, it would be responsible for repaying that obligation, and its property could be used to satisfy that debt; you and your personal assets would not be at risk.  However, becasue shareholders are not personally liable for their corporation's obligations, the bank would likely have wanted your husband's personal guaranty of the loan, and his estate would be liable on that guaranty.  Also, i would have thought that the bank wuld have wanted a personal guaranty from you as well. You need to straighten out (a) what the corporation's status is; (b) whether it owes any back taxes; and (c) which people and/or entities are liable on the obligation to the bank.     To do this you need to get together all of the relevant paperwork, and it may be helpful to engage a local attorney if the cost is not prohibitive.... Read More

The answer depends upon the business arangement you had with your "partner".  Was a formal business entity established to govern your partnership or to own the property?  If so the foundational documents of that entity (LLC - operating agreement, Partnership Agreement, Inc. - By laws) will likely direct what rights you have.  To the extent there is no business entity and there were only verbal agreements, you may have a claim for promissory estoppel, breach of contract or unjust enrichment.  Just depends upon the circumstances.  In any event, sending a demand letter from an attorney laying out his/her malfeasance and explaining your rights might get the partner to start acting more reasonably. Feel free to contact me if you would like to discuss more. Best, Russo Law LLC www.russolaw-llc.com   *Russo Law LLC is not acting as your attorney and will not do so until you've executed an engagement letter.... Read More

You will need to amend the operating agreement to reflect the change.  But he will need to agree to that assuming he is a 50% owner.  Are you expecting to be paid for your interest in the company?  If so, the question is how much you'd like to be paid and will he pay it? If not, then the request should be easier assuming you are willing to bear the cost of amending the operating agreement. Feel free to contact me if you'd like to consider engaging my services to help you accomplish your legal needs.   Best, Lou Russo Russo Law LLC www.russolaw-llc.com lrusso@russolaw-llc.com 929-262-1101... Read More

Your band name does not have to be the same as the name of your business, and you can market a brand without using it as the name of your business, but if you want to use the brand name to operate your business you may have to file a "doing business as" certificate.  It also sounds as if you want to have your brand name protected as a registered trademark, and may also (depending on what your logo is) want to get coipyright protection.  You should consult a local attorney who specializes in intellectual property issues. ... Read More

You can have more than one dba for an llc, but in your case I would not recommend it.  LLC's are separate legal entities; dba's are just trade names, not separate entities.  In other words, if you have 2 llc's and operate them correctly, they will each be independent entities and not responsible for each other's obligations.  No matter how many dba's you use, however, if they are all used by the same llc, that llc is reponsible for all of its obligations, regardless of which name was used in incurring the obligation.  It is one entity for tax purposes as well.... Read More

That depends on what the agreement provides.  If the management company is performing and being paid for services which your partner was supposed to provide without compensation (other than profit participation) then he had no right to cause the urgent care to engage and pay it.  Assuming that the operating agreement gave him the right, as the business manager, to hire a management company on behelf of the urgent care company, and allowed him to do so unilaterally despite the conflict of interest, the question would be whether the management company was being paid a fair rate (generally based on what the market rate is for the services provided) or was being paid more than a disinterested management company would have been paid, in which case yoiur partner has breached his fiduciary duty by putting his own interest above that of the partnership.... Read More

There is no guarantee that your son's former employer will not sue, even if it doesn't have a very strong case.  Many employers aggressively litigate against former employees who compete against them, knowing that they are more able to afford the costs of litigation than their former employees. While the fact that your son never signed a non-compete agreement is certainly in his favor, it is not dispositive.  Non-compete or not, people cannot use confidential information they acquired during their prior employment to compete against their former employer.  In some cases, such protected information could include a customer list or other customer information.  Also, the former employer may claim that your son orally agreed to a non-compete.  While such an agreement is required to be in writing if it can't be fully performed within one year, and non-competes are in general carefully scrutinized by Courts and often held to be either fully or wholly unenforceable, an oral non-compete agreement for less than one year may theoretically be enforceable. In sum, from the little information I have, I think your son has a pretty good position, but it is not a "slam dunk".  However, even if the former employer was to successfuly sue him, they could potentially have him enjoined from using their trade secrets and/or violating an oral non-compete agreement until it expires, and collect damages, but I don't see how they could take his right to teach away, compel him to pay the school's legal fees, etc.... Read More

Possibly, especially in New Jersey. First of all, I assume that the companies are both legal entities,such as corporations or llc's, or the question wouldn't even arise. Second, if the second company acquires the assets of the first, and the first is unable to pay its obligations (i.e. the money it owes the client), the transfer of assets would be a fraudulent conveyance unless the second company paid the first fair consideration for the assets.  In other words, if the assets are worth $30,000, and the second company only pays $500 for them, that is likely to be considered a fraudulent conveyance to the tune of $29,500, for which the second company could be liable.  The second company could avoid that threat by paying fair value (although there can always be disputes over what consitutes fair value), but if the 2nd company pays the first $30,000, the first will have to pay the client with that money, so I don't see how you'd be better off.  Third, even forgetting any fraudulent conveyance issue, if the new company continues to conduct the same business as the first it could be deemed to be a successor to the first, especially if it is owned by the same people, operates out of the same space, has the same employees, etc.  If deemed a successor, the second company would be responsible for the first company's obligations.  New Jersey law is fairly strict on the issue of successor liability (stricter than NY, for example.)... Read More

Basically you are asking if you can terminate a contract because it isn't working out well for you, and the answer is no (unless the contract itself provides otherwise, for example if the contract provides that you can cancel if you don't get an average of 80 calls per month.)  If you can prove that the advertiser has breached the contract in a material way, you can rescind the contract and also seek damages, but the fact that you are getting less calls doesn't prove that the advertising department has done anything wrong.... Read More

That depends.  Was the business a separate legal entity, such as a corporation or lllc?  If so, the owner would not be personally liable for its obligations, with some limited exceptions.  If the business entity cannot meet its obligations, an obligee may try to make the individual owners liable by attempting to "pierce the corporate veil", i.e. the obligee will argue that the corporate form should be ignored because the corporate owners either ignored the corporate form themselves (for example, commingling corporate and individual finances, using the corporation to pay individual owner's debts, etc.) or used the corporate form to defraud.  Assuming that none of those exceptions apply, you would make a motion to dismiss the claim against the individuals on the basis that the obligations belong only to the business entity.... Read More

I'm assuming that this is a private employer, not part of job assigned by the school as part of a work study program.  In such a case, your employer would, unless it was provided for in your employment contract, have no responsibility to make sure that you make your classes.  If complying with the terms of employment set by your employer compromises your ability to get to class on time, you may have to get a different job.... Read More

I assume that you are asking whether trademark law would bar one of the parties from using the name.  The answer is probably not under U.S. law (I  have no idea whether Japanese law is the same or similar.) The idea of exclusive use of a trademark is to avoid consumer confusion, and to prevent one party from cashing in on goodwill which another party has invested time and money to develop.  For example, you can't operate a hamburger stand called "McDonald", because it is confusingly similar to "McDonald's"; customers would think your business was affiliated with "McDonald's" and you would be trading on the value of the "McDonald's" name, which it has spent a lot of time and money building up.   However, the prohibition generally applies only to businesses operating in the same field, otherwise there is no confusion or misappropriation.  There would be no trademark issue if you opened a garage called "McDonald's"; no reasonable consumer would believe that you were affiliated with the restaurant chain, and you would get no benefit from its goodwill.  Based on what you've written above, the same would probably be true of the electronics seller and the band.  ... Read More

Absent any other circumstances (for example, if your transfer of your share of the business for no consideration hindered your creditors from collecting on the debts you owe them, or if somebody held a right of first refusal on your share of the business, or if a contract with whoever is financing the business prohibited any transfer of ownership, etc.), you can give your property to whomever you want.  However, depending on how much your share was worth, there might be gift tax consequences.... Read More

The answer is a little more complicated than a simple "yes" or "no".  If the accounting in the LLC has been done correctly, each member's capital account should reflect his/her pro rata share of the debt.  If the capital account is paid out to the departing member, then in effect the departing member will have "paid" for his share of the debt, because the capital account will be lessened by the pro rata share of the whole debt.  The remaining member will then bear the whole debt in his/her capital account. This can be varied in the operating agreement however, and so it is difficult without knowing your arrangement to say anything else. In any event, the LLC is not obligated to "pay back" anything to the departing member.   ... Read More