Russell D. Brown’s Answers

Russell D. Brown

Saline Contracts / Agreements Lawyer.

Contributor Level 9
  1. Is it illegal to sell a "replica" or "knock-off" or "imitation" product if you state that it is such in your title on an auction

    Answered over 1 year ago.

    1. Russell D. Brown
    2. Sean Patrick Lewis
    3. Shawn P. Eyestone
    4. Frank Anthony Natoli
    4 lawyer answers

    I am going to put this as simply and as bluntly as I can without being rude. Trading in “knock off” products, even if you state they are “fake”, whether you or on eBay or the corner of the street, is an infringement on the trademark laws of the federal government and every state therein. Going a step farther, and admitting that their fakes, is an admission on your part of civil, and likely, criminal, wrongdoing and will at minimum get you fined to the tune of tens of thousands of dollars, if...

    8 lawyers agreed with this answer

    1 person marked this answer as helpful

  2. How to make my existing LLC a Holding Company of two (2) other companies?

    Answered over 1 year ago.

    1. Russell D. Brown
    2. James P. Frederick
    3. Douglass S Lodmell
    4. Michael Leo Potter
    4 lawyer answers

    I agree with the previous comment that it depends on what you are trying to accomplish. You need to know how you intend to manage the separate companies, how you intend to handle your taxes, the employees (if any), and your liabilities and assets, just to name a few things. Not only should you talk to a business attorney who does this kind of stuff frequently, you should speak with your accountant to look at the tax ramifications, especially now that we are dealing with new tax issues...

    Selected as best answer

  3. I gave my employer my 2 weeks notice this morning. They responed by requesting a non-compete clause. Is this typical?

    Answered over 1 year ago.

    1. Russell D. Brown
    2. Jeffrey B. Lampert
    3. Timothy J. Klisz
    4. Meghan Hayes Slack
    5. Jeffrey Bruce Gold
    5 lawyer answers

    Absolutely not! Do not sign anything, even if they offer you a severance, without speaking to an attorney. They can’t make you do anything at this time. As was previously stated, if they wanted you to sign a non-compete, they should have presented it to you when you first signed on. Secondly, there is a good probability that that would not be enforceable in Michigan for being unreasonable – this is debatable depending on what attorney you speak to, but I don’t believe it would pass the test...

    Selected as best answer

  4. How can I set up an LLC without listing the managing members?

    Answered about 1 year ago.

    1. Russell D. Brown
    2. John J. Keenan
    3. Michael Charles Doland
    3 lawyer answers

    First – the address listed for the business and the registered agent must be an actual physical address. This can either be the address you are located at, or one of various companies that will accept service of process in the event you get sued by someone. You see, this address is there to prove that you are a real company and that there is a registered agent at that location that will accept official documents, etc. on the company’s behalf. A P.O. box is specifically excluded from this as...

    Selected as best answer

  5. Can I make my Michigan For-Profit Corporation private?

    Answered 9 months ago.

    1. Russell D. Brown
    2. David Cvengros
    3. Alan N Walter
    4. Frank Anthony Natoli
    4 lawyer answers

    There appears to be some confusion on your part here that is not clear based on your question. First, you already have a private, closely held corporation, unless you created a public corporation and had an initial public offering when you opened. I seriously doubt you did this or you would know it already. Are you trying to find out if you have an entity that has pass through taxation? If so, this has nothing to do with selling your shares. You elect this type of tax treatment when...

    Selected as best answer

  6. My job is accusing me of stealing over 10k from my store. I love my job and would never even think about doing this.

    Answered over 1 year ago.

    1. Russell D. Brown
    2. Cristine Wasserman Rathe
    3. James M. Osak
    4. Frank Anthony Natoli
    4 lawyer answers

    There is very little doubt that you need to speak with an attorney in confidence. Someone needs to go through your answers with you and review the big picture to see what is going on. Right now, I wouldn’t be worried about quitting or staying. Just do your job and do it well. Sit down, collect your thoughts about what is going on and what has been said, and take the time to write them down so you can talk about them with someone. What I would be worried about is if your employer thinks...

    6 lawyers agreed with this answer

  7. Retainer agreemenet

    Answered over 1 year ago.

    1. Russell D. Brown
    2. Donald B. Lawrence Jr.
    3. Stephen Joseph Cipolla
    3 lawyer answers

    This sounds like extremely sloppy work on behalf of the attorney and his / her firm. However, I need more facts. First off, did you sign the contract? When you retained the attorney, did you intend to hire them and pay for their services? Why are you now trying to invalidate the contract? Did they do something wrong, or do you just simply not want to pay them? Contract errors such as this are referred to, generally, as scrivener’s errors, and they will not invalidate the contract,...

    6 lawyers agreed with this answer

  8. Can a merchant legally havein their terms & conditions that they can impose a pentalty fee if a consumer posts a negative review

    Answered over 1 year ago.

    1. Russell D. Brown
    2. Reese Serra
    2 lawyer answers

    Clickwrap agreements are presently an area for a lot of legal debate currently in the software licensing world. The content and form of clickwrap agreements vary widely. Most clickwrap agreements require the end-user to manifest his or her assent by clicking an "ok" or "agree" button on a dialog box or pop-up window. Traditionally they are thought of as a contract of adhesion (a legal term of art that means they are offered as a “take it or leave it” contract where there is no discussion or...

    Selected as best answer

  9. How do i break a business partnership with my ex husband with no written agreement?

    Answered over 1 year ago.

    1. James T. Weiner
    2. David B. Forest
    3. Russell D. Brown
    4. John F. Brennan
    4 lawyer answers

    I agree with the previous comments that have been made, but I want to emphasize, this is not an easy thing to do when there is just an oral agreement. In the absence of written documents that govern how the company will be run, you have to look the default language in the Michigan corporate laws and the case law that has been developed around it. You will need an attorney well versed in this area to assist you. I would certainly encourage you to contact Attorney Brennan, listed above, or I...

    4 lawyers agreed with this answer

  10. How do I get out of a non-compete agreement with a car dealership in Michigan?

    Answered over 1 year ago.

    1. James C. Higgs
    2. Russell D. Brown
    3. Jason Matthew Shinn
    4. Lindsay James
    4 lawyer answers

    I agree with Attorney Higgs analysis. This distance requirement sounds arbitrary, and if you are not in possession of proprietary knowledge, it will be hard to enforce. The courts don’t like to put people out of work. However, the courts in Michigan are generally more receptive to enforcing non-compete agreements then they used to be. This is due to a general change in the make-up of the courts. You want someone to review it before you take any action so you can have an idea of not only...

    4 lawyers agreed with this answer