Oregon Business Legal Questions

It is unlikely that a llifetime restriction will be enforced for this business, and I also wonder if 15miles may be deemed too broad, but it is possible that, even if the Court believes that hte restriction as written whould not be enforced, it may "blue pencil" the clause, i.e. narrow it to an acceptable scope (e.g. a year post-employment and 3 miles) and enforce the narrowed clause.... Read More

I'm not admitted to practice in Oregon, but everywhere that I practice, the voting rights of partners in general partnerships (as opposed to limited partnerships, llc's, corporations, etc.) are whatever they agreed upon.  There is no requirement that partners have equal voting rights, nor that the largest investor have the largest vote.  If there is no agreement, each partner has an equal vote.... Read More

People are damaged by lawful actions everyday, but unless those actions are somehow improper, no claim arises.  For example, if I truthfully state to my friend that shop A has lower prices than shop B, my friend may decide to buy goods at shop A when she would otherwise have bought from shop B.  Shop B has been damaged, but has no claim.  If, however, I cause my friend to choose shop A by lying and saying that shop B had numerous health code violations, shop B has a claim for defamation. In your case, assuming that you are under no contractual obligation to accept the new position or to keep quiet about the offer, your employer would have no claim against you even if your announcement killed the deal.  Technically that doesn't mean that no legal action can be taken against you, but there appears to be no valid grounds for any suit, and you should prevail.... Read More

Are you only a minority shareholder?  In general, absent an agreement to the contrary, minority shareholders do not have a duty not to compete with the corporation in which they hold shares (assuming that they do not using any of the corporation's assets, including proprietary information, to do so).  If the corporation is a close corporation (has few shareholders), majority and/or controlling shareholders might have such a duty, but minority non-controlling shareholders would not.  However, if you are also a director, officer, or employee of the corporation, you may have a duty not to compete with the corporation, even absent a contract so stating.  Also, it is not uncommon to find provisons which restrict the right to compete in shareholder agreements, or employment agreements - if you are party to either or both, you should review them carefully before proceeding.  Finally, even if you can freely compete, you can't use any of the corporation's assets - employees, telephones, office space, proprietary information (which, in some cases, can include customer lists) to do so.... Read More

It does not seem to me that the baker has any basis for a suit.  Potential customers have the right not to patronize businesses for any reason, including that they do not like the business owner's position on political issues, regardless of the motivation for that political position, whether it be religious or otherwise.  Thus, for example, the bakery owner has the right not to patronize a business which provides benefits to same sex couples even though same sex marriage is not recognized in their particular state.  The bakery owner could even try to organize a boycott of that business.   People have the right to exercise their religious beliefs and the Constitution prohibits governmental sanctions against that religious practice (except where it conflicts with law, such as where someone practices a religion which believes in human sacrifice, or the use of illegal hallucinogenic drugs), but the Constitution does not prohibit individuals from "voting with their pocketbooks" when they disagree.  Thus, for example, a business may decide not to open on Sunday for religious reasons, but it has to acceept that it may lose business, or even be forced out of business, if all of its competitors offer convenient Sunday hours.... Read More

No one can begin to analyze this on the facts you provide. Get a CPA, you will need one if the business is to be successful, and get the input of the CPA. Also, get a lawyer you can turn to with the number of legal questions that arise in the "life" of every business. Issue shares or membership interests without a lawyer is very risky.... Read More

An answer to your question would require a review by an attorney of the precise terms of the agreement you signed. If you have indeed been employed on a no-cut basis for a period of one year ending May 31 (which would be very unusual -- employers very rarely give up the right to fire), then you are entitled to be paid through the end of the contract at the contract rate, less mitigation of damages, if any. Under circumstances where the employee is paid a "draw" against commissions earned and the draw is not being fully earned, it might be difficult to ascribe damages. See an attorney.... Read More