Brian M Gottesman’s Answers

Brian M Gottesman

Wilmington Business Attorney.

Contributor Level 11
  1. CAN A CORPORATION BE ASKED FOR AN ORAL DEPOSITION?

    Answered over 1 year ago.

    1. Michael Raymond Daymude
    2. Judy A. Goldstein
    3. Brian M Gottesman
    3 lawyer answers

    Yes, this is done under Rule 30(b)(6) in federal court and analogous state court rules. The corporation is required to designate a person knowledgeable about the facts to speak on its behalf, and the company is bound by the witness's answers (generally cannot later take a contrary position to that taken by the witness).

    6 lawyers agreed with this answer

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  2. What are the general rules for a contract between a US LLC and a foreign company that will resell access to my website content?

    Answered about 2 months ago.

    1. Brian M Gottesman
    2. Christopher Edward Ezold
    3. Daniel Mark Levine
    4. Andrew Mark Jaffe
    4 lawyer answers

    Unfortunately your question is impossible to answer without specifics, and even then the answer would probably have to come from attorneys in the foreign jurisdictions. There are no particular terms that must be included as a matter of Delaware law to make a contract enforceable. However, whether you will be able to enforce a contract against a party in a foreign country depends largely on that country's laws and requirements. There may also be significant issues with respect to protecting...

    4 lawyers agreed with this answer

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  3. Do lawyers ever give a potential client a 15-30 minute listen, to see if they can handle the job, and if they want to?

    Answered over 1 year ago.

    1. Brian M Gottesman
    2. Christopher Edward Ezold
    3. Erik Anderson
    4. Jack Richard Lebowitz
    4 lawyer answers

    I am a Delaware attorney who does business formations and counseling. I cannot guarantee that we will agree to represent you but I am willing to discuss your needs with you for 15 minutes or so free of charge to see if it's something we can help with. I can be reached at Berger Harris, LLC, 302-655-1140. Please note that unless and until we enter into a formal engagement agreement neither I nor my firm represents you or has any duty toward you. However our brief discussion will be...

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  4. Can a corporation legally dissolved in 1998 , not reinstated , foreclose on real estate still under the corporation name ?

    Answered over 1 year ago.

    1. Marshall C Deason Jr.
    2. Barry A. Stein
    3. Brian M Gottesman
    4. Andrew Jarrett Sky
    4 lawyer answers

    Most states have a "survival statute" that states that a corporation continues to exist for a specified period of time for purposes of winding up its affairs. In Delaware, for example, 8 Del. C. s 278 states: "All corporations, whether they expire by their own limitation or are otherwise dissolved, shall nevertheless be continued, for the term of 3 years from such expiration or dissolution or for such longer period as the Court of Chancery shall in its discretion direct, bodies corporate for...

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  5. Can we place client's companies' logos in our website/marketing materials?

    Answered over 1 year ago.

    1. David Wade Barman
    2. Christine Camille Vicari
    3. Jon Kenneth Perala
    4. Brian M Gottesman
    5. Jesus Novo III
    6. ···
    6 lawyer answers

    You will need the client's permission to use their trademark or other IP on your website. That permission should be in writing. In the future, you may get around this problem by ensuring that your contracts retain "portfolio rights" - that is, the right to show the design work as part of your online portfolio. You may also have a provision in which the client authorizes you to use their logo. A good IP attorney can assist with drafting the right language.

    5 lawyers agreed with this answer

  6. Can a citizens of other country enter into a partnership in US based LLC's

    Answered over 1 year ago.

    1. Brian M Gottesman
    2. Frank Anthony Natoli
    3. Todd Matthew Heine
    4. Luca Cristiano Maria Melchionna
    4 lawyer answers

    A non US citizen can be a member of an LLC in Delaware and every other state as far asI am aware. The rights and powers of the foreign member will depend on the language in the company's operating agreement. Make sure you have a lawyer review the agreement to ensure that your rights are protected and your concerns addressed.

    5 lawyers agreed with this answer

  7. Do I have liability after sale of my property?

    Answered over 1 year ago.

    1. Brian M Gottesman
    2. Michael T Millar
    2 lawyer answers

    You are going to need to speak to a real estate lawyer to be sure you are protected. There are two aspects to your question: 1) whether you will be liable to the buyer for injuries caused by this termite damage and 2) whether you will be liable to third parties who come on the land after the sale. You should certainly include information about the damage in your sale agreement or an addendum. The agreement should expressly waive any right by the seller to sue you for damages caused by this...

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  8. If the landlord decides to sue a business owner for breach of contract, Is there any chance for the latter to win the case?

    Answered over 1 year ago.

    1. Eric J Trabin
    2. Jennifer Ann Jacobs
    3. Brian M Gottesman
    4. Leonard Komen
    4 lawyer answers

    In addition to the answers above, I would add that just because the landlord can get a judgment against a failing business doesn't mean they will be able to execute that judgment against the owner's personal assets. It depends on the specific state laws to some extent but generally the members of a LLC or shareholders of a corporation are not liable for the debts of the company (a sole proprietorship or general partnership is usually a different matter). Sometimes however, a landlord requires...

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  9. NEED HELP GETTING OUT OF AN LLC THAT HAS A TERRIBLE OA. 50/50 ownership and profit sharing. I have retained managerial right.

    Answered over 1 year ago.

    1. Edwin Drantivy
    2. John P Corrigan
    3. Brian M Gottesman
    4. Ronald J Cappuccio
    4 lawyer answers

    Your header indicates 50/50 ownership but you mention multiple partners, so it's not clear to me what the structure is here. The circumstances under which an LLC can be dissolved are governed generally by its operating agreement. Apparently yours does not address dissolution. Section 702 of the NY LLC Law allows you to petition the NY Supreme Court for dissolution: § 702. Judicial dissolution. On application by or for a member, the supreme court in the judicial district in...

    4 lawyers agreed with this answer

  10. I own a C Corp and need to put new directors in place.

    Answered over 1 year ago.

    1. Guy W Bluff
    2. Brian M Gottesman
    3. Ricardo O'Neil Bernard
    3 lawyer answers

    You'll need a stock transfer agreement memorializing the transfer of your interest. Once the stock is transferred you can resign as director and the new shareholder can appoint his or her own.

    4 lawyers agreed with this answer