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Corey S. Kupfer

Corey Kupfer’s Answers

16 total


  • Dissolving a corporation

    If you dissolve a corporation does that protect you from any potential lawsuits that may arise based on activities that occurred during the existence of the corporation?

    Corey’s Answer

    To the extent that you maintained proper steps to keep limited liability during the existence of the corporation (signing all contracts in corporate capacity, not commingling funds, etc.), you do not have a personal guaranty on any contract that may be the subject of a lawsuit and you did not commit fraud or act outside the scope of your authority, in general (other than certain "trust fund" tax liabilities - like for witholding and sales tax), you would be personally liable for the liabilities of the corporation. As you see, there are a number of exceptions to the general rule, so you should review your situation with an attorney.

    Disclaimer: This answer is for general information only and does not constitute legal advice which shall not be given until we are retained under a separate written retainer agreement.

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  • Sir I'm a canadian and I want to open a business in usa what will be my first step.Thank you

    The business will open in Florida . With a warehouse in Vermont

    Corey’s Answer

    A few things to think about:

    1. You will want to form an entity right away. Since you are not a US citizen, you will not be able to use an S-Corp so your best remaining choices are a C-Corp or LLC (limited liability company). Although without more fact, I can not be sure, it is likely it would be best for you to use an LLC.

    2. If you form the LLC in Florida for example (and you should speak to an attorney whether this is best or maybe Delaware), since you will have a warehouse in Vermont, you will need to qualify the entity to do business there.

    3. Depending upon what type of business you are starting there may be licensing or permit requirements you should look into.

    4. Depending upon the typd of business, evaulating trademarking the name, tag line or logo of your company and products may be very important.

    5. Make sure you find yourself a good small business accountant early in the process.

    I work with many foreign nationals starting businesses in the U.S. Feel free to reach out if we can be of further assistance.

    Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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  • Are non compete agreements enforceable in NY

    I recently resigned at the director of marketing and sales for a merchant service company in Rochester NY. I love the payment processing industry and would like to start my own business .. unfortunately I signed a non compete agreement with the c...

    Corey’s Answer

    The first thing I would want to make sure of is that it is truly a non-compete as opposed to a non-solicit. These are often confused. If is a non-solicit (meaning you can't take their clients or employees) that is usually more enforceable. If it is a non-compete (meaning that you cannot work in the industry, in employment situations as opposed to sale of a business situations, courts generally grown upon non-competes. They are very hesitant to take away someone's livelihood unless they are a very high level or specialized employee. So, if it is a non-solcit only or if the non-compete portion is unenforceable, yhou could start your own company but may not be able to solicit your former companes clients for a period of time. For both types of clauses, the length of the restrictive period, geographical scope and scope of what is covered also all play into the analysis. You would need an attorney to review the specific language of your document and discuss with you in more detail the position you held at the company.

    Disclaimer: This information is being provided for general informational purposes only and is not specific legal advice to you. There is no attorey/client relationship between us unless and until you sign an engagement letter with my firm.

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  • How do I get my brother to sell a home we both own together

    my brother and I both own half the house each--I want to sell he doe not--can I legally force him to sell or can I legally sell my half with out him being involved

    Corey’s Answer

    Most likely, the route you will need to go is a partition action in state court to get a judge to order either the sale of the property to a third party or the buyout of one of you by the other. We have handled many of these cases and would be happy to help you with this.

    Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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  • RE: company

    how can i start a company in New York

    Corey’s Answer

    Depending upon whether you want to form a corporation, limited liability comany or operate as a sole proprietorship (which I do not recommend), what you need to start the company is different. Also, depending upon the type of business you are starting there may be certain licensing or permit requirements. If you are in New York City, see this link for some helpful information - http://www.nyc.gov/portal/site/businessexpress. You should definitely work with an attorney to help you evaluate the best type of entity for your business and any other legal requirements. I am happy to help if you want to speak.

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  • Can a New York employer fire you for not signing a non disclosure agreement?

    I have told my employer that I will not sign a 5 year non disclosure agreement / non compete agreement because I disagree with it because of it's broad language and restrictions. They inidcated I have approximately 2 weeks to sign or risk losing ...

    Corey’s Answer

    The short answer is yes. Without an employment contract or being a union member under a collective bargaining agreement, you are likely an "at will" employee in New York, This means you can be terminated for good cause, bad cause or no cause as they say (with the exception of being fired due to being in a protected class like race, age or gender).

    It is, likely, by the way that a 5-year non-compete with broad language cannot be enforced for the full period but it might be enforced for a shorter period, depending upon your position in the company and whether we are talking about a non-competition or non-solicitation clause.

    Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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  • What is the cost to write a business proposal?

    Someone is selling a beauty school and spa therefore i need a very strong business proposal. please advise me.

    Corey’s Answer

    I would need more information to provide you with the best answer as I am not sure what you mean by a "business proposal." If you mean a business plan for the business that you would either want for yourself or for a bank loan or investor, that could be between $5,000 and $15,000. If you mean an offer letter or deal proposal to make an offer to buy the business that is significantly less - likely under $1,000. Although the due diligence on the business and legal documents to actually buy the business would be significantly more.

    Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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  • Is a quit claim deed enough?

    about a year my my father quit claimed his house to me he has since passed. He wife ( my mother is gone too) Is the quit claim deed enough to keep the house from going into his estate. There is another sibling that is contesting his will in his w...

    Corey’s Answer

    A quit claim deed is usually enough to transfer ownership. The quitclaim part just means that there are no representations and you take whatever title (subject to whatever liens) your father had. As the transfer was during his lifetime, the house would normally not be part of his estate. That does not mean that your sibling might not make claims challanging the transfer especially if your father did not have the mental capacity to make the decision to transfer the property.

    Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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  • Business

    I bought a Pizzeria, Restaurant in New York six months ago and I opened new company but with the same address previous owner. I tried to save more money and I did not get the lawyer to check if everything was ok , instead I prefered to do on m...

    Corey’s Answer

    You say that you "bought a pizzeria" but it is not clear what the structure of the deal is. Based upon your statement that you opened a new company, my guess is that you purchased assets instead of equity. Although this is usually the better structure for avoiding taking on the Seller's liabilities, a lot depends on how the agreement was drafted. More importantly, New York is one of the few states that still have a bulk sales law. If the bulk sales law was not complied with, a purchaser can be liable to creditors of a seller - which may be the case for you. If a marshall is coming after you for these amounts that would mean that there is already a judgment against you - which means that you should have been served with legal papers when the case began that you either ignored or, possibly, were never properly served upon you. Even though you may have to pay the creditor, you likely have claims against the seller which, if the seller has assets, may be collectible. I strongly recommend that you have an attorney review this situation immediately. We would be happy to help.

    Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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  • Do I have to tell my new tenant that there were two failed busineses before her?

    She rented a business space from me and it's been slow, she just found out there were two failed business there before, did I need to tell her?

    Corey’s Answer

    You did not need to tell her. It is up to your tenant to do there own due diligence. The only situation I can think of where you might have liability is if she asked you the question prior to signing the lease and you lied. That would be a misrepresentation that she would claim she relied upon in entering into the lease (a fraud in the inducement claim). If she did not ask, you have no affirmative obligation to disclose it.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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