I signed a non compete contract at a radio station, when I took an advertising sales position. I quit after only two days of working there. I never seen an account list, nor did I go on a sales call, nor did I see a rate card. I quit because I cou...
Although I agree you need to consult with Alabama counsel who is familiar with employment contracts and non-compete clauses, the general common law rule applicable throughout the country is that a non compete provision must be reasonable in terms of time and geography. I suspect that the clause may not be enforceable since you were there such a short time, and there is no pragmatic business reason to enforce the clause. Speaking from my own experience reviewing these clauses, I doubt that an attorney who knows the area well will need more than an hour of time to review the clause and advise you.See question
We have a registered LLP that does business internationally. We are being sued by a manufacturer for failure of payment. Even though some of the work was wrong and we had to compensate chromate for faulty work. We offered to set up a payment plan...
I assume the LLP is registered in New York. Under New York law:
"Except as provided by subdivisions (c) and (d) of this section, no partner of a partnership which is a registered limited liability partnership is liable or accountable, directly or indirectly (including by way of indemnification, contribution or otherwise), for any debts, obligations or liabilities of, or chargeable to, the registered limited liability partnership or each other, whether arising in tort, contract or otherwise, which are incurred, created or assumed by such partnership while such partnership is a registered limited liability partnership, solely by reason of being such a partner or acting (or omitting to act) in such capacity or rendering professional services or otherwise participating (as an employee, consultant, contractor or otherwise) in the conduct of the other business or activities of the registered limited liability partnership."
The exceptions mentioned apply to professionals like doctors and lawyers and to LLPs where the partners have agreed to accept liability.
Assuming your LLP is properly registered and in full compliance with the applicable statute, the partners should not be personally liable. Liability will be limited to the assets of the LLP, the same as with an LLC. Hopefully counsel for the two sides can get the manufacturer to be reasonable and recognize that a reasonable payment plan is better and more financially advantageous than long, protracted litigation.See question
If I'm starting an LLC with my wife and we want to own the LLC together as tenants by the entirety, do we need a single member or multiple member operating agreement? Also is there any magic language we ned to include? Different lawyers hav...
Depending on how Mississippi interprets its rule for tenancies by the entireties, you and your wife may be able to hold your interest in the LLC as tenants by the entireties. At least one Mississippi court decision from 1955 found that a tenancy by the entireties was recognized at common law and remains the law unless abrogated by statute. As nearly as I can tell, Mississippi has not abrogated that doctrine by statute, so you and your wife should be able to own the LLC as tenants by the entireties. In creating the LLC, your owning an interest jointly as husband and wife would not cause the LLC to be treated differently. If you and your wife owned it as separate members, it would still be disregarded and not treated as a partnership according to the accountants with whom I have spoken. As to the operating agreement, the question is a bit grayer. On the one hand, a couple owning property as tenants by the entireties essentially are acting as one person, i.e., the marriage owns the property, if you will. On the other hand, pragmatically there are two of you. In my view you can treat the agreement either way. You can make it a single member LLC and simply provide for whatever role your wife will play in the agreement, or you could conceivably characterize it as a multi-member LLC. Since the LLC is a creature of statute and the taxation of it is governed by statute, in one sense the ownership defined by common law is a different element, and I believe that you could own it by the entireties but govern it as a multi-member LLC. A simpler solution might be to treat it as a single member LLC in which 100% of the units or interest are owned by you and your wife by the entireties, and you can make her an officer or co-manager if you like, giving her a role in the LLC without allocating a property interest in either of you individually, but rather putting the entire property interest into the tenancy by the entireties.See question
Now our Church needs to retain a lawyer who is very experienced in translation industry to take care of our translation contract ( especially the liability of omission and errors in translation). Do you have any lawyer to recommend? Many thanks!
Can you elaborate a bit? Avvo now prohibits lawyers from offering our services directly--I believe you have to reach out to speak with someone. My first question is "what is the nature of the translation" and "how much of it is there?" As a general rule, contracts all tend to be similar. Providing indemnification for errors and omissions is not unusual. I believe that any business lawyer who regularly represents and advises businesses and drafts contracts can likely fulfill your needs. If there are issues unique to translation, advice should be readily available from contacts in that industry.See question
I am an American currently living overseas and expect to be overseas for another year. I am fearful that I might need to be physically present in order operate the business and qualify to purchase insurance such as liability insurance and worker'...
You can create a company in the U.S. with little problem. I happen to prefer Delaware to Nevada but you could use either. I would not organize in California until you come back, assuming you will live there. California is one of the most expensive, if not the most expensive, state in the country in which to create an entity.
You don't need workers comp etc. unless you have employees. If the business is on line and you are operating from abroad things will be relatively simple. For example, if you organized in DE but operate from abroad there will be no DE tax, though there will be federal tax. If and when you hire employees or do something else to establish a bona fide physical location for activity, you will need to register in that state as a "foreign" company. Hope that helps. Oh, the process can be done in a day or two.See question
Homeowner paid G.C. and G.C. refuses to pay sub- contractors.
You should consult with a local real estate or construction lawyer. In some states, e.g., New York, money paid by an owner to a GC is held in trust for the subcontractors. Failure to pay that money to the subcontractor like yourself opens the GC to significant liability. If there is a parallel statute in NM, that could be helpful.
You should also be able to file a mechanic's lien against the property. That will not make the owner happy and might lead the GC to step up and pay you. Look at Title 48 of the New Mexico Statutes. There are several provisions but the following is a place to start:
48-2-2. Mechanics and materialmen; lien; labor, equipment and materials furnished; definition of agent of owner.
Every person performing labor upon, providing or hauling equipment, tools or machinery for or furnishing materials to be used in the construction, alteration or repair of any mine, building, wharf, bridge, ditch, flume, tunnel, fence, machinery, railroad, road or aqueduct to create hydraulic power or any other structure, who performs labor in any mine or is a registered surveyor or who surveys real property has a lien upon the same for the work or labor done, for the specific contract or agreed upon charge for the surveying or equipment, tools or machinery hauled or provided or materials furnished by each respectively, whether done, provided, hauled or furnished at the instance of the owner of the building or other improvement or his agent. Every contractor, subcontractor, architect, builder or other person having charge of any mining or of the construction, alteration or repair, either in whole or in part, of any building or other improvement shall be held to be the agent of the owner for the purposes of this section.See question
I started a web design LLC with another person. I put up 100% of the money and the agreement was that I would put up the money, bring in the clients, and he would do the work since he's a programmer/developer and I'm not. The company is in debt du...
The first question is whether you have an operating agreement executed by both of you. If so, what percentage of the business does your partner own. Do you have any written agreement?
In the absence of an agreement, there will be some question as to whether your partner has any interest if in fact he has contributed nothing. You could sue, but that will cost you several thousand dollars at least, and the question is "what would you recover?"
You might be better served by working out an agreement for your fellow member to withdraw without any consideration (payment). You will have to address the debts and you can ask for him to contribute. However, I think as a practical matter you are better off cutting a deal to get rid of him and then trying to move the company forward, or simply dissolve the company and start again. If he is truly a member the two of you will share responsibility for the debts of the company if the company is dissolved, as assets and liabilities will go to the members.
Hopefully you have an operating agreement to guide you through this. If not I urge you to be certain you have a well drafted agreement for any company you might start in the future, or get an agreement for this company.See question
I am wondering if I can use famous quotes with unknown sources like "what gets measured get managed" or "what gets measured get done" as a tagline for my business. If yes, do I have to include the quotation mark?
The protection given to a quote would be copyright protection, which typically runs for the life of the author plus 70 years. Given that the author is not identified, whether any copyright protection is attributable to the quote would be difficult to discern.
My quick Google search suggested that the first quote may date from 1883, which suggests it may now be in the public domain. The quotation is often attributed to Peter Drucker who died in 2005., but there is no clear evidence that Drucker originated the phrase.
A copyright arises when the quotation is reduced by the author to tangible form. If it is just a statement made and not written by the author copyright may be a non-issue.
Having said all of that, if you use the phrase and add a footnote or other note indicating that the author i is unknown, you will not likely face any scrutiny. There is a concept known as "fair use." If you use this isolated phrase which seems to be well known, it may be deemed fair use of the phrase. I think as an abundance of caution, and as a matter of integrity, you should note that you are borrowing someone else's words, even if you do not know the source.
Unless the phrase was reduced to writing by the author there is unlikely to be any basis for a claim of infringement. Moreover, registration of the phrase with the U.S., Copyright Office would have to precede any action.See question
Looking to startup a Cosmetology and Barbering school, in the LA county, in California. I'm would be the owner of the company since I'll be the one funding, but the division of profit is going to be 3-way, amongst myself, an individual who is res...
The first question is whether to create an LLC or a corporation. You state that you will be the only owner, but that profits will be shared with others who are contributing in various ways. Why not give them a share of the company? You could use an LLC and give each of the others something like 5% or 10% of the company each, so you still have control of the company. Make it manager managed with you as the manager as well. With an LLC you can distribute profits pursuant to a formula that is not necessarily related to ownership. With a corporation, profits must be allocated according to the ownership interest of each shareholder.
These other persons are contributing "sweat equity" and I think it would be wise to allow them to share in any upside of the equity over time if the school is highly successful. There is little to no downside.
In short, if you want to distribute profits in a way that does not reflect ownership interests, you need an LLC. If you determine not to give these persons a membership interest, then you and they must determine whether they are independent contractors or employees. That determination is a legal one that must be made with consideration of both IRS and Department of Labor rules, as well as state law.
My recommendation would still be to give your colleagues some equity interest in the company as well as a share of profits, since they appear to be essential to the busines.See question
I have the H1B1 visa, same as my husband. We came to the US because of my husband work. I have created a very profitable business here, but since I can't work in Fl because of my Visa, my husband created an LLC under him, so everything I make on m...
Presumably your current employer facilitated your obtaining your H1B1 visa. Likewise I assume that your husband's employer sponsored his visa. As you noted you cannot work for compensation in the United States outside of the employer who sponsored your visa.
Although on its face it does not seem rational, even though your business may be profitable and contributing to the economy, you cannot work for it. You could own the company or a part of it, but you could not be employed by it. Of course, you cannot be employed technically by an LLC you own.
Working ostensibly for your husband's LLC could be problematic. One factor the government considers is whether the employer can fire you. Although in theory your husband could fire you since he owns the company, I think the government will question whether that is true as a practical matter.
This is really an immigration related question, more than an LLC question. Whether the company is an LLC or a corporation is not the determining factor here.See question