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News: Business Organization and Transactions

Business Law News


[12/02] 5 new things about Obama
[12/02] VP Biden opens weeklong Asia trip with Tokyo stop
[12/02] Pilots' use of automation eyed in air crashes
[11/27] Why holiday sales could ride on lower gas prices
[11/27] Barneys says it will monitor NYC store camera room



Will My Business Make Money?

As the old adage says, “Life has no guarantees.” No one can predict with certainty whether a business will be successful. Unpredictable, even catastrophic, unplanned events may occur that will change the course of your business for the worse. But chaos can also provide a business opportunity. And planning for emergencies can tide over a business until the lean times are over. Proper planning can also lead your business to prosper and flourish.


How will your business be known?

When a business is formed, the owner usually comes up with a name for the business as a basic element of marketing strategy. Legally, however, the business may be known by another name — the owner's name if it is a sole proprietorship, for example. The business may have still another name if it incorporates or registers as a limited liability company. Clearly, a business and its products and services may be known by many names. Because of the legal implications, it is important to be consistent and clear when acting in the name of a business or for a personal matter.


Case Summaries

[12/16] Kwan v. The Andalex Group LLC
Summary judgment dismissing plaintiff's claims for discrimination, retaliation, and hostile work environment, in violation of federal and state discrimination laws, and failure to notify the plaintiff of her rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, in violation of the Employee Retirement Income Security Act of 1974 (ERISA) is: 1) vacated in part and remanded, as to plaintiff's retaliation claims because a genuine dispute of material fact exists as to whether plaintiff's September 3 complaint of gender discrimination was a but-for cause of the plaintiff’s termination; but 2) otherwise affirmed in all respects.

[12/03] US v. Woods
The Fifth Circuit Court of Appeal's affirmation of the district court's holding that defendants' partnerships were properly disregarded as shams but that the valuation-misstatement penalty did not apply, is reversed, where: 1) the district court had jurisdiction to determine whether the partnerships' lack of economic substance could justify imposing a valuation-misstatement penalty on the partners; and 2) the penalty is applicable to tax underpayments resulting from the defendant-partners' participation in the COBRA tax shelter.

[12/03] Futurewei Technologies, Inc. v. Acacia Research Corporation
The district court's dismissal of plaintiffs' complaint seeking a declaratory judgment of non-infringement and invalidity of defendants' five patents, as well as enforcement of third party beneficiary rights and alter ego claims, is affirmed, where: 1) defendants filed a patent infringement action in another federal court prior to plaintiffs' filing of the instant action; and 2) plaintiffs' action was properly dismissed based on the "first to file" rule.

[12/02] Ford Motor Co. v. US
In a suit to recover interest from the government on plaintiff's tax overpayment for the period between the payment and the ultimate refund, the Sixth Circuit's judgment that 26 U.S.C. section 6611(a) should be strictly construed in favor of the government, and the date of overpayment was the date that plaintiff requested that the IRS treat the remittances as payments of tax, is vacated and remanded, where: 1) the government now argues that the only basis for jurisdiction, and the only general waiver of sovereign immunity that encompasses plaintiff's claim, is the Tucker Act, 28 U.S.C. section 1491(a); and 2) the Sixth Circuit should have the first opportunity to consider the government's new contention with respect to jurisdiction in this case.

[11/26] White Mountains Reinsurance v. Borton Petrini, LLP
Judgment for defendant law firm on a legal malpractice claim is reversed and remanded, where: 1) the trial court erred in deciding that plaintiff lacked standing to prosecute this legal malpractice action because plaintiff acquired the cause of action through assignment from the original insurer; and 2) under the facts of this case, where the assignment of the legal malpractice claim was only a small, incidental part of a larger commercial transfer between insurance companies involving the transfer of assets, rights, obligations, and liabilities, the recognized public policy reasons for barring the assignment of a cause of action for legal malpractice do not apply.

[11/25] Conseco Marketing v. IFA and Ins. Servs., Inc.
The trial court's order denying defendant-judgment debtors' motion to set aside default and vacate the judgment obtained by plaintiff-judgment creditor pursuant to the Sister State and Foreign Money Judgments Act (SSFMJA) is affirmed, where: 1) a judgment creditor which is a foreign limited liability company does not have to qualify to do business in California in order to enforce a sister state judgment under the SSFMJA; and 2) substantial evidence supports the trial court's findings that defendant-judgment debtors were served properly with process in the sister state action and with notice of entry of the judgment through their designated agent for service in California, and the motion was time-barred because it was made 17 months, rather than within 30 days, after proper service on defendant-judgment debtors with notice of entry of the judgment.


Frequently Asked Questions

Should a business use a "doing business as" name?

Should a business owner lease or buy equipment for the business?

How do business owners transfer businesses to their children?

Should an entrepreneur use a credit card to finance a start-up?

Who is considered an independent contractor?