Lawyers, Answer Questions  & Get Points Log In

Questions Answered by Robert Philip Cogan

1 Answer | Asked in Business Law, Contracts and Mergers & Acquisitions for California on

Q: How do I protect my contract in case of acquisition of company I am in contract with? & New comp does not want to renew.

My company (A) is about to go submit a service proposal to company B. What if Company C acquires Company B and then Company C does not want to continue with our existing contract with Comp. B? What clause can I put in my contract with Company B to protect my company from taking that loss?

Robert Philip Cogan answered on Feb 2, 2018

Usually, company C takes company B subject to all its obligations, e.g., a contract with company A. One way to address this is by having your attorney address in the contract what happens if you get terminated without proper cause.

1 Answer | Asked in Tax Law and Business Law for California on

Q: I have a small nonprofit and I am looking for a lawyer that help me comply with regulations, BOD resultions and the lik.

Robert Philip Cogan answered on Jan 29, 2018

Justia has a lawyer directory that you can consult. I and many other lawyers do this kind of work. You should pick one you feel comfortable with.

2 Answers | Asked in Business Law and Contracts for California on

Q: I am in process of buying gas station in Ca.Seller &I have signed contract of sale for $585K with$435K down & $150K to

pay in 3yrs@5%int.When I went2 open escrow he had changed 2 all money due @close which I don't have.What are my options?Your help is greatly appreciated.Thanks.

Robert Philip Cogan answered on Jan 25, 2018

Your best option is to contact a business attorney. If you are paying $585,000, what makes you think that it is a good idea to do it yourself?

View More Answers

2 Answers | Asked in Mergers & Acquisitions for California on

Q: A competing business offered to take over my business (essentially buying it out) and I'm interested. How long does an

acquisition generally take?

Robert Philip Cogan answered on Jan 15, 2018

A few weeks to a few years, depending on how complicated the business is, whether you are agreed on the price, whether licenses need to be transferred, whether you agree on future non-competition obligations, other business factors, and whether you have lawyers who focus on getting the deal closed.

View More Answers

1 Answer | Asked in Copyright for California on

Q: i m been sued and dont know what to do

FOR SETTLEMENT PURPOSES ONLY NOT TO BE USED IN LITIGATION OR FOR ANY OTHER PURPOSE

Good afternoon,

Please be advised that this firm has been retained by Joe Hand Promotions, Inc., the lawful owner of the copyright and the commercial distribution rights and public performance for the... Read more »

Robert Philip Cogan answered on Jan 9, 2018

The question does not include the whole letter. Therefore, it is impossible to assess the situation. However, it appears that you might not have been sued yet. "What to do" is call an intellectual property lawyer who can seek to solve the problem. In many other cases, people unfamiliar with the... Read more »

2 Answers | Asked in Products Liability for California on

Q: I was injured in an auto accident due to a defective part. The manufacturer did issue a recall, and I was planning to

bring the vehicle in but I got into an accident before I could. Will this affect my ability to file a claim against the vehicle manufacturer?

Robert Philip Cogan answered on Dec 11, 2017

Call a contingency lawyer for a free evaluation. Stop posting details of your case on a public forum.

View More Answers

1 Answer | Asked in Contracts and Copyright for California on

Q: How to phrase my NDA so the duration of it, five years, begins at the conclusion of business/communication not the start

I am giving an engineer proprietary information and want my NDA to begin once our relationship ends. So if we work together for three years, the five year period starts at the end of our three years. If we work together for a month, it starts after that month. Etc.

Robert Philip Cogan answered on Dec 8, 2017

Your objective is understood. It can be achieved. However, it looks like you want to give up confidentiality on all information generated during the relationship. Perhaps you may wish to consult counsel as to whether any other unintended consequences could result from the arrangement you... Read more »

1 Answer | Asked in Products Liability, Civil Litigation, Gaming and Intellectual Property for California on

Q: Can I use Albert Einstein's name and picture in a math game I'm making?

Robert Philip Cogan answered on Nov 27, 2017

Albert Einstein's image has been established as a protectable property. It is likely that a license would be required. The cost may fit within your margins and may make the game more desirable. One prudent course is to engage an attorney to contact the rights proprietor.

1 Answer | Asked in Mergers & Acquisitions for California on

Q: Are there instances where I as the founder of a company could still run the company if it gets acquired? Would that have

to be written into the acquisition paperwork?

Robert Philip Cogan answered on Nov 27, 2017

There are many such instances. In some cases, the acquirer will not even buy the company unless the founder stays. Merely writing it into the paperwork does not mean that you will achieve your objectives. You need to have a detailed understanding with the acquirer. Just saying "running the company"... Read more »

1 Answer | Asked in Business Formation, Business Law and Contracts for California on

Q: I invested £196k into my business. Expensed from personal account in UK. US account now open. Need to include as capital

I invested £196k into a business that I have set up in the USA. I have recently opened a US bank account for the business. All of the transactions were made from a UK account. I need to include the money spent on items as Capital of the company. How do I include this in my operating agreement as I... Read more »

Robert Philip Cogan answered on Nov 22, 2017

This really does NOT look like a do-it-yourself project. You are talking about £196K. Many businesses would find it prudent to consult an attorney.

3 Answers | Asked in Business Formation and Business Law for California on

Q: Looking for a lawyer in my area experienced with working in startups. Will need a letter of agreement. Thank you.

Withdrawing the question, since I "can't solicit an attorney here." Thank you.

Robert Philip Cogan answered on Nov 22, 2017

We cannot solicit here, but you can look attorneys up in the Justia Directory.

Robert Cogan

Continuum Law

619 338-0400

View More Answers

1 Answer | Asked in Copyright, Entertainment / Sports, Internet Law and Trademark for California on

Q: I'm considering developing an app that will use pictures and voice clips of celebrities. Am I in danger of being sued?

I'll be using photos and audio clips from the internet. I don't want to go through the hassle of trying to get permission if I don't have to but I don't want to get sued. The app will be free and make money from ad revenue. I'm worried that using someones likeness makes them able to claim part... Read more »

Robert Philip Cogan answered on Nov 16, 2017

If you choose the correct celebrity you can expect to be sued. California gives celebrities a "right of privacy." The law generally does not allow violation of rights just because the violator not want the "hassle" of obeying the rules.

2 Answers | Asked in Business Law and Contracts for California on

Q: If someone else applies for a lease contract on business equipment, but I sign it for that person, am I bound to it?

I worked with a business as a consultant, so the applicant said it was fine for me to sign the lease on her behalf, since I was an authorized representative of her business. She wasn’t available to sign. She applied for the lease in her and her business’ name. Now she’s gone, closed down her... Read more »

Robert Philip Cogan answered on Nov 14, 2017

I do not know what thoughts are in the leasing company's head. However, they might feel that you signed the contract so you are a party to it and you are liable. As a practical matter, it looks like you have been left holding the bag. You appear to be the only target that is available to them.... Read more »

View More Answers

Q: is having access to another businesses top secret data and ways of work illegal?

an employee is willing to give it to me

Robert Philip Cogan answered on Nov 1, 2017

This sort of thing can lead to expensive consequences. Many questions need to be looked at. How did the employee get the data? Is the other company a competitor? What do you want to do with the data? The situation should be reviewed by an attorney in order to evaluate your options.

1 Answer | Asked in Business Law and Employment Law for California on

Q: Hello, I have a shared medical office with another pediatrition. I subleased the office and when i started my practice

when i started my office, I used one of the employee of that offce to work for me, but we never had signed any full time or part time contract. she started charge me full time me as well. she is getting paid full time by other pediatirtion and although her focus is her, still keep charging me full... Read more »

Robert Philip Cogan answered on Oct 24, 2017

It would be necessary to see any agreement you did or did not write. It would also be necessary to see her time sheets. Are you a pediatrician? Even if English is not their first language, people know how to spell their job titles.

See disclaimer at the bottom of the page.

2 Answers | Asked in Intellectual Property for California on

Q: Am I violating this person IP? Theirs - https://patents.google.com/patent/US7624890B2/en Mine- https://goo.gl/ugSPvK

Robert Philip Cogan answered on Oct 23, 2017

This requires legal judgment and a fair amount of time. It is not the sort of question for which a free, crowd-sourced answer should be expected.

View More Answers

2 Answers | Asked in Business Law for California on

Q: How to draft a non compete, non disclosure agreement for software concepts under development

I have some software concepts, and designs, which I am in the process of patenting/copyrighting. Need an agreement so I can share these ideas with others. How do I draft a non compete, non disclosure agreement. I am in California, and would need to discuss the concept with many individual spread... Read more »

Robert Philip Cogan answered on Oct 23, 2017

Your question indicates that you may not be familiar with the intricacies of what you want to achieve. I have seen many agreements that have been cobbled together by inventors themselves. If the agreements protect the inventor's interest, it is only by accident. Non-competition in California is a... Read more »

View More Answers

1 Answer | Asked in Banking, Business Formation, Business Law and Contracts for California on

Q: Starting company in Santa Clara CA. Owners are 2, me + Russian lady living in russia. Should we do C or S corp or LLC?

is it better to have both names in company or just 1 of us? Our company would be producing shoes using a third party outside USA and selling them outside USA. Do we (or I) need sellers certificate? If only I start the company should we do LLC, C or S corp? would all the business income be taxed... Read more »

Robert Philip Cogan answered on Oct 20, 2017

An S-corporation is not available for non-US citizens. The other details need to be discussed with an attorney. The information above is sketchy.

1 Answer | Asked in Copyright and Intellectual Property for California on

Q: Clothing company using art without permission of artists who do not have means to hire counsel. Any suggestions?

Company claims over 1 billion dollars in sales last year. Many artists have had their work taken from the internet and used without permission or compensation. Upon being informed, many are opting not to pursue it because they are small artists or even students without means to hire counsel.... Read more »

Robert Philip Cogan answered on Oct 20, 2017

Many cases like this are not feasible. However, with more information, potential approaches could be evaluated. Many California attorneys, myself included, give free initial consultations.

1 Answer | Asked in Products Liability for California on

Q: Can I sue if they put a dirty napkin in my food

Robert Philip Cogan answered on Oct 6, 2017

This is America. People can sue for pretty much anything. Do you feel you would accomplish anything by suing? It could be difficult to prove any damages. Would you consider asking them to give you a free visit to make up for your trouble?

Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.

The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.

Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.