South Carolina Business Legal Questions

It is not unusual for people to sell part of a business.  The easiest way probably is to incorporate the business (assuming it is n ot already operated by a corporation) and then sell some of the stock, but it can be done even if the business is a sole proprietorship.  Of course, a buyer is likely to pay less for a minority non-controlling interest than for a controlling or equal share.  Also, without knowing anything about your business, I think a buyer may be concerned with your partner competing with the business once he is bought out, and may want your partner to sign a non-competition agreement as part of the deal.... Read More

If both businesses are owned by the same llc, each would be responsible for the other's obligations.  Thus, if the restaurant becomes liable in a food poisoning case, the assets of the farm could be used to satisfy that obligation, because the assets of both the farm and restaurant are both the assets of the llc.  Although it is a little more expensive to set up and operate 2 separate llc's, if properly done, it will insulate the assets of each business from the creditors of the other.... Read More

You do not want to buy the entity (the LLC), because the entity will remain liable to its creditors, regardless of who its principals are.  What you want to do is to buy the assets of the LLC (the customer list and maybe other assets, for example any  lease, any equipment, the name, the receivables, any intellectual property, etc.)  This may not be as simple as you think; the contemplated transaction you describe presents a number of legal issues of which you should be aware.  For example, you may also want to include a non-compete and non-solicitation provision in your purchase agreement.  You may also want to form your own corporation, llc, or similar legal entity to be the purchaser.  Also, you should be aware that if one or more of the llc's creditors remains unpaid, and thinks that the llc's customer list was worth more than you pay for it, the creditor could bring a lawsuit against you for fraudulent conveyance.... Read More

You will really need to discuss the details with a business litigator. You may have a "de facto" partnership and/or you may have other grounds to sue them. The details and any corroberating documentation will make all the difference. Ideas, without copyright, trademark, or patent registration are not protectable, but your matter may fall under different legal theories.... Read More

The answer is "it depends." If your intention in making the payments you made was to make a gift to the debtor, then the payments are not recoverable. Contrariwise, if your intention was to make a loan to the debtor, then you can recover your payments. Which of these alternatives is the case obviously depends on facts that you do not supply. If the debtor is a friend or family member and there was no agreement on repayment to you, a court would likely infer that you intended the payments as an unconditional gift rather than a loan.... Read More

It was not reasonably foreseeable that the charge to your account would cause your account to be overdrawn and result in the imposition of a fee. This is called an item of "consequential damage" and is generally not recoverable. In any event, I suspect that the amount in controversy is too small to sue over.... Read More

It is hard to understand how you were harmed by what you describe. You started out with a gift card. You ended up with a gift card. You are have been returned to the same position you occupied prior to having made the purchase and return. I don't think this is a claim that would go very far. Moreover, there is the additional problem that the merchant was under no obligation to accept the items for return -- sales are final, and returns are accepted at a merchant's discretion and such terms as it chooses to impose. Many merchants only accept returns in exchange for store credits precisely because of this principle.... Read More

It is difficult to understand the factual basis of this dispute from the manner in which your inquiry is phrased. You should consult with an attorney to attempt to resolve this matter. As a general matter, mere cohabitation is insufficient to give rise to a common-law marriage. See an attorney.... Read More

What you mean is that your business name is not registered as a trademark; that's important because a trademark is something you have, not something you do. If you have rights in your business name as an unregistered trademark -- which is possible -- you may be able to assert those rights in a lawsuit against an infringer. In order for you to prevail, you will need to show that that an appreciable number of ordinary consumers of the defendant's products are likely to be misled into believing that his products are made, authorized or sponsored by you. Your mark will also need to meet certain minimum standards of distinctiveness. If you want to discuss this matter on a professional basis, please call my office at (203) 399-1320.... Read More

Independent contractors are not employees and are not generally required to be covered by workers compensation insurance. However, there can be severe penalties for misclassifying individuals who act as employees. Generally speaking, a person who follows direction from the employer requiring the manner, place and time of rendition of services, or using tools, equipment and facilities provided by the employer, is an employee.  ... Read More

You need to make a proper record of the claim and document the "runaround" you are being given. If all else fails, send a demand letter with a duplicate copy of the claim by certified mail, return receipt requested, to the company's president, threatening suit if the claim is not promptly paid. Or see an attorney.... Read More