John Andrew Myer's Answers

Is a verbal contract binding in state of WA

Most verbal contracts are binding, although there are topics that require written contracts. But even if no written contract is required, it is not always easy to prove a contract was formed in the absence of a signed agreement. Then there is the issue of what are the terms of the contract. Since the written agreement was not signed, one or the other of the parties may object to any number of the key provisions as drafted. Your question is therefore one of facts and circumstances.

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I have a Certificate for 400 Shares of Coke Stock registered to the Deceased Owner of a Storage Unit I bought. Is it mine?

Absent more, a stock certificate giving legal title to the deceased owner does not entail any rights in you as the person in possession of the certificate. On the back of the certificate you will no doubt find an assignment block. It might say " For value received, ___________ hereby sell, assign and transfer unto _________________ ...." The owner would have had to have filled that out and fully sign the certificate over to you, or executed a separate instrument to accomplish same. For the...

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Florida real estate and Partnership registration

Was the real property purchased in the name of the partnership, or was the property transfered later? If a later transfer, is the partnership now the legal title holder, or does the partnership merely have contract rights to the property? The answer to your question will depend on these points and any documents you might have. I am a member of the Florida Bar, but live in Seattle. I would be happy to talk to you or refer you to local counsel.

S Corporation advantages, costs, and complexity.

In terms of liability, if someone sues you personally for a tort (personal injury claims, for example) then a liability limiting entity (such as a corporation or an LLC) is not all that helpful in limiting liability. That's why you need insurance. However, a corporation or an LLC will protect you from contract liability in that if someone has a claim that exceeds the value of the assets in your business, that is all the claimant can get. Either a corporation or an LLC can file for S-Corp...

Product / liability insurance

Please take a look at our firm at www.axioslaw.com. If you call me, I would be happy to talk to you about liability and how to protect your business. Regards, John A. Myer 206-631-2022

Corporation divisions

Divisions of a corporation are not legal entities. So this is not really a legal question and there is no paperwork from a legal perspective. Instead, divisions are accounting concepts. An accountant can advise you on how to set up your books and records to separate business activities within your company so that they can be operated as independent divisions.

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How do you desolve a business partnership due unethical practices from a partner in a LLC business?

Your rights will be subject to the operating agreement of your LLC, and without reviewing that document, no lawyer can tell you how to dissolve your company. But I have to say that a bank account is an asset and not a liability and so I am not sure why you are unhappy about your partner putting money into the business. I can understand that you would be upset if he took money out without following your established procedures. Usually these issues are easiest to resolve by talking to your...

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Can my designs be taken from me if there was no contract signing the rights to them?

A partnership is created by the actions of the partners. No written agreement is required. But it is a bad idea not to have one, because otherwise how would we know which assets belong to the partners individually and which assets belong to the partnership? If your designs belong to the partnership, your former partner can claim he has equal rights in them to the ones that you have as the designer and contributing partner. Since you were to benefit from the marketing and he was to benefit...

Can a life insurance contract be transferewd secretly without the adult insured having knowledge of said transfer?

It's not uncommon for life insurance policies to be owned by one person but insure the life of another person. If your father owns the policy, then he can make any number of changes without your permission, whether or not you are the insured person. The changes the owner can make are set out in the policy. Each state has an insurance commissioner or other regulator whose department reviews the form of policy used in that state. It is highly unlikely, but not impossible, that your father did...

Should a Husband & Wife Photography business be an LLC?

You do not need to set up an entity to operate a business. If you are filing a joint tax return, it does not even really matter which one of you is the "owner". A single member LLC (and under most state's laws a married couple can be a single owner through tenancy by the entirety or if not, then a joint tenancy) collapses into a sole proprietorship for tax purposes. However, if you set up an entity, such as an LLC, and if you shut down the business and it owes money or other contractual...