Business Law

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. 

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.

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.

It is certainly an exhilarating and rewarding experience to witness the expansion of your company!  The growth may involve the hiring of additional personnel, the acquisition of computer and telecommunications equipment, the obtaining of additional customers or suppliers, and/or the addition of new product lines or services.  Being prepared for the possible legal issues which may emerge as a result of your business expansion will ensure that the experience is indeed a rewarding one.

If your company is doing business with customers or suppliers outside of New York State, the terms of the contracts which you utilize in conjunction with your dealings with them become ever so important.  For example, as a general rule, your contracts should not only be clear and unambiguous so that disputes can be avoided, but they should specifically contain provisions which state that New York law governs and the parties consent to the jurisdiction of the New York courts.  Inclusion of such language may deter the commencement of legal action by your customers or suppliers.
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Successful business owners often work long and hard, focusing all of their efforts on building and expanding their businesses.  Often, owners have partners who work together amicably toward the common goal of achieving success. As a result, having a partnership or shareholder agreement in place is usually not a priority. 

The best opportunity for people to negotiate an agreement to provide for business succession is when they are working together in a cooperative fashion.  We have all heard about and seen too many situations where business owners worked together for many years successfully and then an owner becomes disabled, dies, or decides he or she doesn’t wish to work in the business any more.
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Of course, the best way to find a law firm for your business is by referral.  Therefore, one should ask family, friends and business acquaintances for a recommendation.  In the absence of that, business and networking organizations are a good source, along with the internet.  No matter how you get the information you are looking for, before choosing a firm, there are a few important factors to consider.

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