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Gavin Nathaniel Johnson
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Gavin Johnson’s Answers

130 total


  • I have a disolved LLC with a contractors license that has liens and fines. Can I open up a new LLC?

    in my name with the same or similar business name istead of paying all the old fines right away so that I can keep working?

    Gavin’s Answer

    I agree with the previous answer. This doesn't necessarily restrict your ability to open up a new LLC, but you should sort out the prior dissolved LLC's issues before you complicate things further by starting a new business. Depending on the nature of the liens and fines, there may be personal liability that will follow you regardless of starting a new LLC.

    You should review the situation with a business attorney to make sure you aren't going to complicate things further by forming a new LLC.

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  • Confusion over status of a manager; is he a manager or a managing member?

    An LLC hired a manager and offered him salary of x$/month or y% profit whichever is higher. This LLC is manager-managed LLC with one passive member and one active member besides manager. In this case, is manager managing member (because he has pro...

    Gavin’s Answer

    To piggyback on the prior answer (and comments), management in a Washington LLC is governed by RCW 25.15.150 (http://apps.leg.wa.gov/rcw/default.aspx?cite=25.15.150). By default the LLC is member-managed, i.e. the management authority is vested in the members of the LLC. However, the statute(s) provide great flexibility to draft an operating agreement that details another management structure (including a manager-managed LLC).

    Absent an operating agreement, the default management structure in Washington is member-managed. Keep in mind, depending on the circumstances the company may have elected a manager and be "manager-managed" despite the lack of an operating agreement. You should consult with an attorney to determine this.

    If your company does not currently have an operating agreement, it'd be wise to consider drafting one in order to clarify the management structure, members' rights and obligations, and other governing provisions. Clarity will almost always pay off in the long run.

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  • Is my noncompete agreement binding?

    I am the NW Regional Sales Director for Medisiss, the company is based in Redmond, OR, I live in Seabeck, WA. My first day of employment was January 24, 2011, I signed and mailed the "employee confidentiality and inventions assignment agreement" ...

    Gavin’s Answer

    You should take a look at the agreement and see if there is a choice of law and venue clause. That clause will contain the answer to your question. I would assume that the company would require the agreement to be governed by Oregon laws since it is based out of Oregon (and most companies choose their home state to resolve any disputes).

    In regards to your title question, whether the agreement is binding will depend on the terms of the non-compete. These agreements must be reasonable in scope and duration. "Reasonable" means that the agreement does not take away your ability to make a living, but may restrict where you are able to do business for a certain period of time.

    If there is no choice of law and venue clause (which would be surprising), you should consult with an attorney to determine what laws govern the agreement. To determine this, you will need to look at a number of factors, where the agreement was signed, where the parties are currently located, where the dispute arises, etc.

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  • What can happen if I do not pay the balance my caterer believes I owe?

    My Wife and I met with our caterer and discussed the event we agreed on a billing method of staff hours and he would be submitting receipts to me to pay only the cost of food we did not provide. Potatoes, Cheese, Lettuce, Beets, Carrots etc. Him a...

    Gavin’s Answer

    Was there a written agreement between you and the caterer that discussed the original estimate and additional terms? The caterer could sue to recover the unpaid balance, but depending on the amount you owe, it may not be worth his time or money to pursue. Absent any express written agreements, the caterer would have to rely on other facts, including oral agreements, and details about the work he actually performed.

    You can always try and negotiate a settlement, i.e. a lesser amount of money to satisfy the entire remaining balance (you may be able to settle this matter by simply hiring an attorney to send a letter on your behalf, requesting proof of the remaining balance). Or you can wait and see if the caterer pursues a lawsuit to recover the amounts owed. If this occurs, I strongly advise contacting an attorney to represent you.

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  • After 10 yrs of employment in sales I was asked to sign an Non Compete. I was not given any compensation or bonus to do this.

    Now the company may merge with another and I will be out of a job. Will the non compete stand?

    Gavin’s Answer

    Whether the non-compete agreement is enforceable depends on the terms of the non-compete. Typically, a non-compete agreement cannot restrict your ability to make a living. The agreement has to be reasonable in terms of scope and duration. Scope includes the geographic restriction and the type of business that you are restricted from engaging in. Courts will analyze a number of factors in order to determine whether the scope and duration of the particular agreement will be enforceable.

    You should consider having an attorney review the terms of the agreement to give you a better idea of its enforceability.

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  • Looking to purchase my first business (existing.) I have spoken with bank and broker but should I get additional representation?

    Formed my LLC in August, acquired EIN through IRS, using SBA.gov site as a guide in writing business plan, have read several books on the subject. I am under the impression that the business broker should do their dilligence with contracts and lan...

    Gavin’s Answer

    I agree with the prior answer. If you're in the process of acquiring (or selling) a business, you should consult with a business attorney to assist you in the transaction. There are several legal (and tax) considerations when acquiring a business.

    An attorney can assist drafting the necessary documents, as well as advise you on the best strategy for structuring the sale. I would highly recommend consulting with a business attorney prior to moving forward with this transaction.

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  • Can my employer reduce my pay per hour if I'm still on a sign contract?

    Its a signed contract from boss saying how many hours I will work per week and pay I will get per hour.

    Gavin’s Answer

    Most contracts will have a modification clause, or some language that details how changes can be made to the contract (e.g. generally both parties must agree to the change in writing). You should review your contract and see if there is any language regarding changes, and then you can determine whether the change to your pay was valid under the contract.

    If you can't decipher the process for modifications or there's no term that details modifications, you should contact an attorney to discuss your rights with regard to the unilateral change and decrease to your pay.

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  • Do I have a legal right to start and run a business in Clark County, Washington.

    former employer had me sign an no compete for 2 years in my buy out contract, it says that I can not open a business or loan my name to a business in Clark County, Wa. I consulted an attorney and he said that as long as we did not go after the for...

    Gavin’s Answer

    I agree with the prior answers. Each particular non-compete agreement will depend on the terms of the non-compete, i.e. there's no one size fits all answer to non-compete agreements. Generally, for a non-compete to be enforceable it must be "reasonable" in scope (geography and type of business) and duration. What is "reasonable" will depend on the facts and circumstances surrounding the particular non-compete.

    You should review the terms of your non-compete agreement with a business attorney with experience reviewing, drafting, and advising on non-compete agreements. Taking a few minutes to review the agreement with an attorney now could save you a ton of hassle down the road.

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  • Property description in deed is incorrect while closing.

    I bought a property in contract that is to close in a few weeks. I plotted the description of the property in the deed using some software. The resulting polygon doesn't close and in one area the boundary even crosses over itself. The problem may ...

    Gavin’s Answer

    A survey is useful to determine your exact property boundaries, and costs for the survey can be negotiated to be paid for by the seller, buyer, or split between both. Generally, the person disputing the boundary will pay costs unless the other person has some sort of incentive for paying for the survey.

    You will want to be sure that the legal description in the deed is accurate as it is a material term that describes the subject of the contract, the property. An error in the legal description can negate the entire transfer and cause significant transfer issues as a result. You should make sure that all the information in the transfer documents is accurate, and you'd be wise to consult with an attorney to draft these documents.

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  • Non-compete was part of hiring process, fired after 2weeks, could I get out of noncompete?

    Worked for a company in WA.Got job working from home selling services for company based out of Missouri that is branching out to other parts of US. My territory was in Los Angeles only. Believe I was unfairly fired because direct boss was upset ov...

    Gavin’s Answer

    You should sit down with an attorney and discuss your situation. Most attorneys offer a free consultation and would likely be able to give you at least a rough idea of what your rights and obligations are here.

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