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Justin C. Lowenthal

Justin Lowenthal’s Answers

430 total


  • Are there examples of procuration documents?

    If I was to do a procuration for someone on their behalf, what would be the proper wording on a separate document stating I did? I can't find any example online or even know how to search for one.

    Justin’s Answer

    • Selected as best answer

    If you are intending to take some action on behalf of another, you perhaps have agency. You will want an agency agreement and/or a power of attorney to act. There is a Uniform Statutory Power of Attorney form available under California Probate Code Section 4401. That form is easily downloadable from various state law libraries' websites. (I assume this is what you mean by procuration.)

    Good luck!

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  • How fast can I create an LLC? This would be a basic one person LLC. How many days to push it through the system?

    This is would be a CA LLC.

    Justin’s Answer

    Conceivably, if you're willing to pay expedited processing fees with the Secretary of State, the LLC could be fully registered and organized in less than 24 hours.

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  • How much would it cost for legal fees approximately for a real estate partition case?

    There are two owners to real estate lot and one owner wants to reclaim his part but the other owner has neglected to take action for past 4 years.

    Justin’s Answer

    It really depends on how hotly contested the partition action is. Could be $12-25k or significantly higher. This is something best gone over with an attorney during an initial consult on the case. Good luck!

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  • I want to transfer my mortgaged properties into llc in California

    How can I transfer my properties that have loans on them without triggering the due on sale clause? Can I safely form a land trust? Should I just seek approval from my lender? What is the best way?

    Justin’s Answer

    As distasteful as it may seem, the best approach is to obtain your lender’s WRITTEN consent to the transfer prior to the transfer. Many lenders will permit the transfer of the property into an LLC provided that the original borrowers remain liable for the mortgage in the event that the LLC defaults on the payments. In addition, your lender may be more amenable to the transfer if the LLC is a going concern and has its own (good) credit history.

    On a side note, you may have title insurance concerns. I recommend that you also confer with your title company and purchase or acquire riders so your title insurance policies remain active.

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  • Business transaction failure to complete deal

    I had a business transaction where I gave $10,000 to invest in a business deal where I would receive $12,500 ($2,500 profit) seven days from when I invested. I have the contract and it is notarized outlining the details and is signed by the party ...

    Justin’s Answer

    You generally have four years from the date of breach on a written contract to file suit. Therefore you have a slight statute of limitations concern, but nothing fatal at this point in time. My bigger concern here is that this may not have been an "investment." Instead, if this was loan my bigger concern for you would be a usury violation given you've contracted for repayment of principal plus 25%. If this was a loan and an exception to the usury law does not apply, you may be liable and subject to some significant offset of damages. Speak to a business attorney sooner rather than later. Given that this debt is still stale however, i'm not all that optimistic about your chances of recovery.

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  • Corporate Question: If i want to specify how shareholders should go about selling their shares in future should they desire so..

    privately held corp. already was established about 4 years ago and it has bylaws and consists of 3 equal shareholders. Now we want to specify that should any of us (shareholders) desire to sell his/her share in future, he/she has to offer the shar...

    Justin’s Answer

    A shareholder or buy-sell agreement is necessary here. You may have a contract between the shareholders that does not necessarily involve the corporation. There are several ways to craft such a contract and often shareholders will agree on the use of life insurance and/or disability insurance to fund the cross-sell. There are good ways and bad ways to structure agreements like this. Please don't go it alone. Speak to a business attorney - you'll be thankful if/when you find the need to enforce the contract.

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  • My 86 yr old mother recently became incapacitated. We have a joint bank account . What do I need to give to the bank?

    Our joint bank account requires two signatures. At this point my mother is not responding and is in the hospital with full time care. She cannot talk, sign, or give any sign of approval. There is no power of attorney.

    Justin’s Answer

    It sounds like you might need to explore petitioning the court for conservatorship over your mother. If the account requires two signatures and your mother is incapacitated, a power of attorney won't work (or be valid). Therefore, you need to explore with a local probate/conservatorship attorney the process of requesting to be appointed by the judge guardian and protector over your mother's (financial) affairs. I don't consider myself a probate attorney, so I expect my colleagues will provide a more thorough response. I just don't see another way to legally gain access to the account. Good luck (and sorry to hear about your mother).

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  • Which field of practice should I be searching under for a legal expert who has extensive exp w/angel investing?

    I am in round 1 of fund raising for a 13 million dollar entertainment center and capitol needed is 4.5M through angels. I am currently about 50% capitlized and will be needing a lawyer/attorney to draw up the investor contract for each angel layi...

    Justin’s Answer

    You will definitely need to work with a business attorney who has experience working with startups, investors, and fundraising.

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  • I reconfigured it piece of machinery at my work that will save the company millions .

    I am a regular production tech at a company multibillion and figured out a way to reconfigure a piece of machinery. I didn't realize how big it was but during employee meeting my general manager said it is going to revolutionize the way they run t...

    Justin’s Answer

    The general rule here is that you own the patent rights to the invention unless: 1) you signed an employment agreement assigning invention rights, 2) you were specifically hired (even without a written agreement) for your inventing skills or to create the invention. Even if your employer does not acquire ownership under one of these two methods, the employer may still acquire a limited right to use your patent – without paying you. This is referred to as a “shop right.” Keep in mind that simply because you are employed does not necessarily grant your employer ownership of the invention or subsequent patent. Each situation must be evaluated on its own set of facts.

    If you have an employment agreement, it may contain a provision requiring you to assign any inventions to your employer. These provisions are sometimes referred to as pre-invention assignment clauses, and they are legally binding terms of your employment agreement. Examine your employment agreement (or other agreements you have with your employer) to see if there are any pre-invention assignment clauses. If you’ve agreed to assign your future inventions, you won't own the invention you mentioned. An exception, however, could be found under Labor Code section 2870(a), which states: Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her OWN TIME WITHOUT USING EMPLOYER'S EQUIPMENT, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. Also, under section 2872, your employer must have provided you written notice of the foregoing. If they did not, the assignment could be unenforceable.

    Now, let’s assume you don’t have a written employment agreement. Your employer may own rights to your patent under a doctrine known as “employed to invent.” If you were hired for your inventing or designing skills, or you were hired or directed to create an invention, your employer would own all rights to your subsequent invention. That doesn’t seem to be the case here. If you have no written employment agreement AND the “employed to invent” doctrine does not apply, your employer may have a "shop right" to use the patent on a non-exclusive, non-assignable, royalty-free basis. A shop right entitles an employer to use, without charge, an invention patented by one of its employees without liability for infringement. In addition, the employer has a royalty-free, non-exclusive and non-assignable license to use the invention. The right is based on the employer’s presumed contribution to the invention through materials, time, and equipment. For instance, would you have been able to create the invention without use of your employer’s machinery?

    In determining whether your employer has a shop right, the there are several factors that must be considered, which I won’t go into here, but you should speak with an attorney about. However, in general, an employer will have shop rights in an invention in situations where the employer has financed an employee’s invention by providing wages, materials, tools and a work place. Other factors creating shop rights include an employee’s consent, acquiescence, inducement, or assistance to the employer in using the invention without demanding compensation or other notice of restriction. If your employer has a shop right, you would still retain full ownership of the invention/patent and may issue licenses or even sell the patent to third-parties. However, even where the patent is sold to a third-party, your employer would retain its shop rights in the patent.

    Talk to a lawyer!

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  • For PCOR EF-502-A-R12-0513-100000685-1. What sections need to be completed to add my parents back on the title?

    My parents and I each share 50% ownership in a house we are using as a rental in Fresno Ca. My parents decide to pay off their share of the loan so I had to refinance the loan. My parent have the property listed in their revokable trust. The ba...

    Justin’s Answer

    My first concern would be that you've unintentionally created a possibly serious taxable event when the property was conveyed from Parents + You to You. You may want to obtain consultation from a CPA about that.

    Although providing you step-by-step advice on how to complete a form is beyond the scope of what Avvo.com provides in this free Q&A, I can tell you that the buyer will need to be ALL PARTIES, not just their names, unless you are specifying that only a 50% interest is being conveyed. If you are to take title as JTWROS, it is a conveyance to all parties. If you own 100% and are conveying a 50% interest as TIC, the buyer is the trustee of the trust (Parents).

    I suggest that you ask the clerk at the recorder/assessor's office for assistance or contact a local real estate attorney to help you complete the form.

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