Business Law

Whether you are a business owner or a consumer, there are some simple steps you can take to avoid litigation.  First, regardless of who you are, when dealing with other businesses, customers, or providers of service, one should always investigate the person/company with whom you are dealing.  It is certainly easy enough to google a person or entity to see if they have favorable or unfavorable reviews.  With contractors and other businesses, one can contact the local department of consumer affairs or better business bureau to see if there are complaints lodged against them.

After you have done some investigation and are comfortable that the person or entity with whom you are dealing, the next step is to make sure that every single agreement you have with that person or entity is in writing.

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Business owners, especially those first starting out, are certainly capable of reviewing leases provided by a prospective landlord.  They usually feel that there is no point in having an attorney review the lease and attempt to negotiate the terms, believing that the landlord will not be amenable to changes.  That is definitely not true.  Most landlords are willing to be flexible in their lease terms, especially with respect to legal issues.  Hiring an attorney for this purpose will, of course, incur an expense but quite often the financial savings obtained from a negotiated lease exceed the legal fee paid.
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It is quite common for someone starting a business venture, to do so with a partner, who will be sharing the responsibilities and obligations.  Other times, one will start a business and then decide at a later point that having a partner would be desirable.  Either way, it is imperative at the outset that the parties sit down, discuss, and put into writing what their expectations are of each other, in terms of the work each will perform, what the compensation will be, etc.  Equally important is what happens when one party is not fulfilling their role or wishes to leave the business.  How will the business be valued and what will the means for a pay-out be.

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Embarking on a new business enterprise is indeed exciting.  While it is tempting to move quickly to build the business, it is imperative that the owner/operator  take care of certain details early on.  Doing so will help to ensure eventual success.  

After initially setting up the corporation or limited liability company, it is important to turn one’s attention to the contract issues which typically confront businesses.  Perhaps the first one which needs to be tackled is the commercial/office lease.
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As a great many New Yorkers have noticed, Florida is not just a lovely location for retirement, but provides pleasant, easy living for young people seeking a place to settle and middle-aged individuals looking to relocate. With its well-deserved reputation as “The Sunshine State,” Florida not only has a warm climate, but is much less crowded than New York and moves at a slower, more relaxed pace. What not everyone knows is that Florida is also a wonderful place to start a small business. If you are a New Yorker considering opening a business in Florida, it is essential to consult with a
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When a client owns real estate, whether it be commercial or residential, held for investment and/or for income producing purposes, it is critical that the owner be cognizant of the liability issues involved.  Clearly, if a tenant or the tenant's employees, customers or guests are injured on the premises, the injured party will not only sue the tenant but chances are good that he/she will also sue the owner of the property. While it is imperative that both tenants and landlords have sufficient liability insurance policies in place, it all also makes a great deal of sense to further protect oneself.

If an individual owner of real property is sued, the owner's personal assets are at risk.  The relatively simple way to avoid this is to have the property owned by a corporate entity.
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It is part of the operation of most businesses to become involved in contract negotiation.  Even if you are in a type of business where contracts are not utilized for customers or clients, it is inevitable that when purchasing products or services you will be presented with a written contract. 

 

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It is not uncommon for one or more of the partners in a partnership to decide that they no longer want to be involved in the business and, thus, seek the consent of the others to withdraw.  Hopefully, the partners entered into a well drafted partnership agreement at the outset, setting for the procedure to be followed if a partner wishes to withdraw and detailing how the assets of the partnership will be dealt with, what price will be paid, if any, for the partnership interest.

Some of the issues which need to be addressed in an agreement wherein a partner leaves the partnership include:  what price will be paid for that partner's interest, if any, which will likely include the value of inventory, equipment and receivables; how will receivables and payables be treated; how the purchase price will be paid; and what happens with liabilities.

These sound like simple issues, but they can become quite complicated.  Perhaps one of the most contentious issues has to do with liabilities.
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Regardless of the type of business one has, some type of contract is usually required for one's dealings with customers, suppliers, and the like.

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As with corporations, when two or more people form a partnership or limited liability company, it is imperative that they enter into a partnership agreement, setting forth some very essential elements of their relationship.  Doing so will go a long way toward avoiding confrontations down the road.

One important item to include in a partnership agreement is the expectation of the time and effort expected to be contributed by each partner.  It is also extremely helpful to include a description of the duties each person will undertake and be responsible for. For example, it could be stated that each partner is expected to contribute 30 hours each week to the affairs of the partnership and is prohibited from engaging in other work activities outside the partnership.
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Clients often think it a waste of time and money to retain an attorney to represent them in connection with leasing space, whether it be space in an office, a warehouse, or an entire building. More often than not, however, an attorney can obtain important concessions for the tenant, many of them monetary in nature.  For example, real estate tax escalation clauses and annual rent increases can prove onerous and can often be negotiated, thus saving the client money.

It is also extremely important for a client to understand fully the implications of some important, yet typical clauses which are contained in a commercial lease.  For example, if the landlord will not permit an assignment or sublet of the space, it is extremely important to know that, in the event there is a business downturn and one needs to cut costs.

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