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Cyrus Rajabi

Cyrus Rajabi’s Answers

23 total

  • Consumer laws

    Today I bought a car " as is" no warranty from the dealership. It's 2014 used. I took it for a test drive and it drives well . But now I took it on the highway and it's clearly pulls to the right ( maybe it just needs alignment) . Can I take back ...

    Cyrus’s Answer

    Lemon laws in Colorado apply only to new vehicles, though it is unlikely that the problem you describe would qualify regardless.

    You can find more details on lemon laws at http://www.coloradoattorneygeneral.gov/initiatives/consumer_resource_guide/automobiles#sales_used

    You can certainly ask the dealer to help you out and address the issue. I would suggest more honey than vinegar. Car dealers get a bad rap but are generally good people. They will try to do right by you if you deal with them fairly. The AS-IS disclosure has all that warning language for a reason - namely, things go wrong and it's often impossible to predict when an issue may arise.

    It's also possible that it's something as simple as reduced air pressure in a tire or an alignment issue like you mentioned, perhaps even having resulted after you bought the car. Colorado potholes are notorious for causing alignment issues.

    I don't see any basis for your to return the car if they refuse to fix it. This sounds a bit like buyer's remorse. With any luck, the dealer will help you out with what is hopefully a minor issue and you will have years of reliable service with your new car.

    I hope this is helpful.

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  • I am selling my property. However, I am in a civil suit with a neighbor. Do I have to disclose to the buyer?

    The question is to the point.

    Cyrus’s Answer

    More details are needed in order to determine if the matter *must* be disclosed, In an abundance of caution, and to minimize a potential fraud or misrepresentation claim after the sale is consummated, it may be advisable to disclose the situation, especially if the civil suit relates to or otherwise potentially impacts the property. It is advisable to discuss the matter in detail with a real estate attorney to determine the full nature and extent of disclosure required.

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  • Looking to open second business under corporation with some limiting factors

    I currently own a S-Corp sports bar/restaurant. There is one investor in my current company. I am looking to open a second location under an "umbrella" corporation which will contain my current business as well as the new business. I am curious as...

    Cyrus’s Answer

    It's exciting that you're looking to expand your business.

    It's nice that you have given thought to how you would like the business structured; however, there are many rules and limitations that apply in this context and you should consult with a qualified business attorney and tax advisor before you take any action especially since your proposed structure is not permitted.

    S Corporation have limitations on the types of shareholders (for example, you cannot have a corporation as a shareholder - see http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/S-Corporations for further details).

    Even if you were to convert your S Corporwtoon entity so that you could have an umbrella corporation as a parent, you should discuss your future plans with an attorney to ensure that such a structure is appropriate. You will want to ensure the structure is appropriate for your business operations and growth scenario.

    In any event, with regard to your question, a shareholder of a subsidiary corporation would not ordinarily have a say with regard to the activities of the parent entity, but closely held businesses and small businesses often have less defined relationships and reduced formality which can lead to potential business disputes and questions about which hat someone is wearing and whether the individual is acting for one entity versus the other.

    Keeping things entirely separate may be a better move, but, again, you should discuss your complete facts and circumstances with counsel to ensure you make the most appropriate decision.

    With regard to the loan, it's possible to borrow money and use it for starting a second business, but it will depend on the particular lender and if there are any stipulations on the use of proceeds or any other applicable loan covenants. Again, it should be discussed with counsel and potentially be vetted with the lender to avoid potential issues.

    Hope this this helpful.

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  • I am required to sign my fifth wheel over to friend on note. How do i word notarized letter to ensure he doesn't run off w/it.

    This friend is cosigning on a loan with my son, because he has better credit than i do, to obtain a truck. The bank needs collateral, because the truck is priced a little more than bank will cover. I offered to gift fifth wheel to my son so he ...

    Cyrus’s Answer

    I agree with the other attorneys that the notarized letter will not be of much, if any, help.

    Assuming you own the trailer "free and clear," you should be able to provide the bank a security interest in the trailer without transferring the title to the trailer to your friend. You may want to investigate this option with the lender.

    Ideally, you should avoid "gifting" the trailer and then having it "gifted" or transferred back. This not only gives you little to no control, but it also opens up the trailer to being subject to other creditor claims as well as potential estate / gift tax issues.

    In short, you should consult with an attorney familiar with preparing such security agreements and filing them with the local county motor vehicle office. Similar to a loan on your car, the lien can be reflected on the face of title to the trailer and be in favor of a lender even when you are not the recipient of the proceeds of the loan.

    It's nice that you and your friend are willing to help out your son. You will just want to make sure to cross your t's and dot your i's to avoid any unnecessary risks or exposures.

    Hope this helps.

    Kind regards,

    Cyrus

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  • Non-Compete for Independent insurance agencies that want to leave Clusters. I joined a cluster with the intention to buy the

    business back in 2 yrs. I went over the buy-out option several times before signing and was honest about my intentions. They told me the buy out was 1.5x the agencies commissions. Now they are saying it is 1.5x ALL the commissions. It feels like t...

    Cyrus’s Answer

    If the buy-out "option" was drafted on behalf of the other party, there is a general presumption that any ambiguities in the agreement are construed against the drafter. If the other side was represented by an attorney and you were not, then there may also be other concerns regarding overreaching.

    In any event, the language of the agreement will be key, though you may be able to use other written documents to help establish intent - particularly if you relied to your detriment on representations by the other side as to the meaning of "commissions" and whether there term was to include all commissions or something more limited.

    You should consult with an attorney to get some guidance, particularly one experienced in business contracts, non-compete matters and insurance regulatory matters.

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  • Is it legal to buy boxed items and divy them up for resale?

    I want to start a monthly box subscription company. Is it legal for me to buy a box of candy bars, divy them up in the boxes, and sell the box as a whole? I would not repackage the items themselves. Just sell as a box

    Cyrus’s Answer

    Generally speaking, items sold in larger boxes of bulk goods are not labeled for individual sale. You will likely be running afoul of disclosure and other consumer protection requirements if you were to sell the items without the proper disclosures. For example, the FDA and other regulatory bodies have labeling requirements.

    You would also potentially be violating the terms and conditions of your bulk purchase or distributorship agreements.

    There is also the risk that the products may end up in the hands of someone who ultimately has an allergic reaction to an ingredient in one of the products that ordinarily would have been disclosed on the individual product label. It is possible that someone would argue that any resulting injury or death came as a result of your sale of the products without the appropriate labeling and consumer disclosures.

    In short, it is not advisable to engage in this practice without fully investing the facts and circumstances. You could ultimately find a way to make this viable, but it would likely require you to review the appropriate agreements, evaluate the regulatory framework in your areas of distribution, make other disclosures so that your buyers are fully aware of the risks and benefits, obtain waivers and require indemnities from anyone buying the products.

    Hope this helps.

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  • Can a dealer take back a vehicle after it has been paid in full?

    Purchased a vehicle, paid in full at time of purchase. Vehicle had a water leak, was returned to dealer for repairs, now they say the vehicle was repoed by the title company and they do not know where the vehicle is. What can we do? We have a temp...

    Cyrus’s Answer

    The Auto Industry Division regulates auto and other vehicle dealers in the State of Colorado. You can review more information on their complaint process at the following website.

    The Division will be interested in learning of this matter since it appears to violate the dealer regulations.

    https://www.colorado.gov/pacific/sites/default/files/Complaint%20Process%20for%20Consumers%20and%20Dealers%20DR%202267_0.pdf

    I hope that this information is helpful and I wish you the best in resolving your matter.

    Kind regards,

    Cyrus

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  • Is a contract binding without a bill of sale? Can a dealership enforce any part of a contract/ agreement they didn't sign?

    I bought a suv from a used car dealership 10/31. I can't register the vehicle. The dealership will not to transfer the title to the finance company because they signed a bill of sale with a false odometer statement. About a month and a half later ...

    Cyrus’s Answer

    If you're certain there has been wrongdoing and you have given the dealer a fair opportunity to correct the situation, you should consider contacting the Auto Industry Division and filing a complaint if appropriate. They can be reached at 303-205-5977. The investigators / regulators would be very interested in learning how and why the whole situation occurred. There is no fee to speak with them and no fee to file a complaint. Hope this helps.

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  • Tenant landlord

    If you move out and the landlord says that a tile broke and water leaked thru the walls but you as a tenant did not know that was damage until after you moved out can they keep your deposit for that in Colorado

    Cyrus’s Answer

    Short answer, yes, the landlord can withhold your deposit if a proper accounting is provided, but with a caveat. If you can establish that the damage was a pre-existing condition or resulted from ordinary wear and tear or improper installation / shoddy workmanship by the landlord, you can fight it.

    If you, in fact, broke the tile and just didn't realize that it was allowing water to leak through the walls and cause damage then it is more than likely appropriate for the landlord to retain and apply all or a portion of the security deposit toward the repair.

    Colorado law requires that a residential landlord refund a security deposit to the tenant no later than one month (can be extended to 60 days if written in the lease) from the date of move-out or termination of lease, whichever occurs last, unless the landlord has valid legal reasons for withholding some or all of the tenant's deposit. CRS 38-12-103. If a landlord is entitled to retain the deposit for any reason, then the landlord must provide the tenant with a written statement of the reasons for retention of the deposit, which must be sent (within one month of move-out or termination of lease, whichever occurs last. The statement should be mailed to the last known address of the tenant.

    Colorado law does permit the parties to a lease to alter the refund/accounting period. However, under no circumstances can the refund or accounting period be more than 60 days from the date of move-out or termination of lease, whichever occurs last. CRS 38-12-103(1).

    The security deposit statute allows attorney's fees to the tenant if they prevail, but does not give a reciprocal right to the landlord unless expressly provided for in the lease.

    Please note this response is general in nature and is not legal advice. It may not be applicable to your specific facts and circumstances. No attorney client relationship is formed by it. Furthermore, the response does not represent the opinions or views of any third party.

    I hope this information is helpful.

    Kind regards,

    Cyrus Rajabi

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  • Can a minority member of a manager-managed LLC just walk away and limit their liability solely to their initial investment?

    Can a member who invests and receives a 5% investment along with many others who together own 50% in an LLC owned and managed by the other 50% sole investor, walk away and just "give" the interest back to the LLC, and leave without further liabili...

    Cyrus’s Answer

    I believe you are asking about resigning as a member. A member may resign from an LLC at any time by giving notice to the other members as provided under Colorado Revised Statute § 7-80-602.

    If, however, the resignation violates the operating agreement, the LLC may recover damages from the member for such breach and may offset the damages against any amounts otherwise owed to the withdrawing member. A member who has resigned or withdrawn from an LLC (according to the Colorado Revised Statute § 7-80-603): (i) has no right to participate in the management of the business and affairs of the limited liability company, and (ii) is entitled only to receive the share of the profits or other compensation by way of income and the return of contributions, to which such member would have been entitled if the member had not resigned or withdrawn.

    With regard to liability, it is unclear if you are referring to liability to third parties or the LLC or other members. With regard to third parties, a member is not generally liable to third parties for matters relating solely to the activity of the LLC. However, holding a LLC membership interest and your described "resignation" scenario has potential tax implications that should be considered.

    With regard to liability to the LLC or other members, this is going to depend on your operating agreement and the particular facts and circumstances - namely, the caveat above with regard to the withdrawal violating the operating agreement.

    Please note this response is general in nature and is not legal advice. It may not be applicable to your situation. You should consult with a qualified attorney to have your particular situation evaluated. No attorney client relationship is formed by it. Furthermore, the response does not represent the opinions or views of any third party.

    I hope this information is helpful.

    Kind regards,

    Cyrus Rajabi

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