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(916) 467-8000 Tim@TimOConnorAttorney.com
- Business Litigation
- Asset Protection & Wealth Preservation
- Transactional Work
- Transactional Side of Franchise Law
If you need a business lawyerfor negotiating a lease or contract, litigating breach of contract, handling fraud or misrepresentation cases, or collecting money owing to you, we’ll act on your behalf aggressively and competently. We represent parties in contract disputes and in negligence claims. We defend companies in claims brought against them and at other times we represent aggrieved parties.
Our work includes explaining the liability of the parent company and the liability of the subordinate company. This type of work deals with the liability and damages alleged against, or caused by, manufacturers, retailers, and distributors. This work routinely includes dealings with the respective insurers in battling over primary and secondary coverage and battling over indemnification and hold-harmless clauses.
Have you considered how to protect your assets if you were to be sued for an act NOT covered by your insurance policies? Has someone advised you to incorporate under the mistaken belief that you’ll be protected by the corporate shield, only to learn way too late that your ownership/shares in the corporation are subject to creditors’ claims and subject to the claims in a lawsuit?
In other words, you put assets into a corporation thinking they’re now judgment-proof but then lose all your shares in a lawsuit and the NEW owner of your shares takes control of the corporate assets. LLCs, LLPs, and Trusts can be used to provide better protection of your assets, but these instruments are never 100% bullet-proof.
Finally, each of the above has different tax consequences. If you worked hard and accumulated wealth, hire a professional to protect it.
Independent Businesses and Franchises
Our work in this area has been in advising existing businesses as well as prospective businesses. The more typical situations have been:
(a) establishing and enforcing contractual relationships, including negotiating a renewal, a non-renewal, and/or a transfer of a business or a franchise agreement;
(b) walking the client through pre-litigation matters to enforce the financial responsibilities stated in the respective contracts; and
(c) successor-in-interest liability, which basically involves the juxtaposition of the applicable statutes and case law with the contract language regarding succession.
While there’s no single method/formula for the mechanics of the matter as each of the 50 states has its own process, there are common elements for each state. Common elements include the use of a Franchise Agreement, a Uniform Franchise Offering Circular (UFOC), and state-specific documents/requirements for the year-end renewal of the franchise license. These documents are “common elements,” but each document varies in size and content per each state’s requirements. If these documents require review and revising, that’s certainly within our experience.