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Maryland Business Law Questions & Answers
1 Answer | Asked in Consumer Law, Business Law and Civil Litigation for Maryland on
Q: I paid for a horse out of state and then the sale got canceled, the seller has not refunded my money

I was a buyers agent for a gentleman in Texas, I found him a horse in Tennessee to purchase.

The buyer paid me and I paid the seller for the horse, shipping was arranged.

My buyer found out some personal news and had to cancel the sale. I have refunded the buyer his money already,... Read more »

Mark Oakley
Mark Oakley answered on Nov 11, 2020

You're going to need a lawyer in Tennessee, where the seller and horse are located. You, or your principal, may be bound to the purchase of the horse. Why as the agent you took it upon yourself to reimburse out of your own pocket the buyer's money, after the seller had received the... Read more »

1 Answer | Asked in Business Law and Copyright for Maryland on
Q: If I wanted to publish a book and sell it with pictures of memes from the internet is there a copyright issue?

If I wanted to publish a book and sell it with pictures of memes from the internet is there a copyright issue? I looked online and saw a lot of different opinions.

My first thought is always “what are the copyright implications”? These memes do not have signatures and I have no... Read more »

Marcos Garciaacosta
Marcos Garciaacosta answered on Oct 27, 2020

That is a very interesting question. It is very likely a minefield.

You need to consult with an attorney for guidance and strategies to mitigate (can never bring to zero) your risk.

Also consult with an insurance agency specializing in copyright coverage. They can make an assessment...
Read more »

1 Answer | Asked in Business Law for Maryland on
Q: How do I know if my company is a close corporation? It was incorporated in Maryland with 2 shareholders.

The article of incorporation makes no reference to its being a close corporation.

Mark Oakley
Mark Oakley answered on Aug 17, 2020

Then likely it is not a close corporation. You can check SDAT entity filings, as the company should be designated as a close corporation, and the articles of incorporation are required to state that the company elects that status. If there is not a clear and unambiguous statement to that effect,... Read more »

1 Answer | Asked in Business Law and Contracts for Maryland on
Q: independent contractor and believe I may need lawyer services to assist with reviewing my documents. Can you he

Do you offer pro bono for this?

Tim Akpinar
Tim Akpinar answered on Aug 4, 2020

A Maryland attorney could advise best, but your question remains open for two weeks. You could use the Find-a-Lawyer tab above or search for attorneys on your own. But many of the attorneys and organizations that offer pro bono services usually do it based on financial need in areas such as... Read more »

1 Answer | Asked in Business Law for Maryland on
Q: Can I sue CPA for business agreement negligence.

i sold business on monthly payment now buyer stop payment and close account. When i check my legal document I missing the" promissory note". In bill of sale and agreement it doesn't mention by CPA , when happens, if buyer refused to make a payment. CPA told me my only option is the... Read more »

Mark Oakley
Mark Oakley answered on Jul 29, 2020

You cannot sue for negligence. This is a breach of contract. You didn’t use a lawyer, apparently, for this transaction. If your CPA provided the sales contract for this transaction then he was engaged in the unauthorized practice of law, which is another matter altogether. Take your documents to... Read more »

1 Answer | Asked in Business Law and Small Claims for Maryland on
Q: I sold my business for monthly payment. now buyer stop check and closed bank account.buyer negotiate for less amount.

I am seller of business and sold to Buyer for 30k and we agree on 10k monthly payment.payment was $1000 every month but after 2 payments, buyer stop payment and also closed bank account. now buyer wants to negotiate the balance for 6k for 8k (one time payment). I still have those 10 checks... Read more »

Mark Oakley
Mark Oakley answered on Jul 28, 2020

The buyer is in breach. Sue for the amount owed on the purchase contract.

1 Answer | Asked in Business Law for Maryland on
Q: LLC is forfeited due to not filing the property taxes?

I have an LLC and registered it in 2016. I failed to file the property taxes/ or annual report and didn't realize I have to do so. I am making anything from the business and income is zero up until now.

I figured that I can revive or reinstate my business but that requires a filing of... Read more »

Mark Oakley
Mark Oakley answered on Jul 3, 2020

You can walk away, do nothing. Do not carry on business under the name (or if you do, you are a sole proprietor—so you can register the name, without the LLC designation, under your personal name). If you want to continue in business as an LLC without paying the costs of reinstatement you can... Read more »

1 Answer | Asked in Business Law and Contracts for Maryland on
Q: I have agreement and bill of sale but his accountant didn't make promissory note . can also sue him for legally fee too.
Mark Oakley
Mark Oakley answered on Jun 22, 2020

Sue who? Did you sell the business or buy it? His accountant works for him, not you. You don't have an agreement with the accountant. You can't sue the accountant. If you are owed money and sue, it is for breach of contract. Legal fees are only allowed if the contract says they are.... Read more »

1 Answer | Asked in Business Law and Contracts for Maryland on
Q: Buyer stop payment on business. 1st payment clear but 2nd stop. Reason normal wear and tear. Location. MD.what my rights

Payment start on may 2020. Business sold on 02/29/2020. First check clear and 2nd stop . Reason he hold my check because he has issue with POS,sink, AC.

Mark Oakley
Mark Oakley answered on Jun 21, 2020

There should be a buy-sell agreement, and I assume a promissory note securing payment of the terms of purchase. Those documents govern your remedies. Take them to a lawyer to review. Unless he is arguing intentional fraud or concealment of material defects in the property owned by the business... Read more »

1 Answer | Asked in Tax Law and Business Law for Maryland on
Q: Schedule K-1 Taxes on Conversion from LLC to C-Corp on unvested shares?

I was a partner with an LLC startup & it converted to a C-Corp in Jan 2019. At that point, I had been vested 33% of my LLC units/C-Corp Shares. In Apr 2019, my total number of shares (vested + unvested) were reduced from 125k to 48k. In Jul 2019, I vested another 33% of the new amount (half of... Read more »

D. Mathew Blackburn
D. Mathew Blackburn answered on May 17, 2020

There are several different types of restricted equity that can be provided to an employee. Each is taxed in a different way. To review your particular situation is going to require the documents for the equity grant and the conversation documents to be reviewed.

Without a thorough...
Read more »

3 Answers | Asked in Real Estate Law, Tax Law and Business Law for Maryland on
Q: I own a sngl-mbr LLC (reg'd in FL). I own a home in MD. I want to rent it entirely to my LLC to operate business. Legal?

Is it legal for me to rent out my Maryland state home to my LLC (Registered in FL)? My LLC's principle address is the same as my Maryland home, but now I want to rent the home entirely to the LLC and move out. I would live somewhere else, but use the home for business purposes only. Given the... Read more »

Richard Sternberg
Richard Sternberg answered on May 1, 2020

I agree with Mr. Blackburn that it is perfectly legal, but I don't think it accomplishes what you are trying to accomplish. If the LLC you form is a passthrough entity with partnership taxation, then the formation is a wash. The rental income passes through to you after writing off the... Read more »

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1 Answer | Asked in Business Law and Employment Law for Maryland on
Q: received termination saying I executed confidentiality and invention assignment agreement from amazon.

on my day off I received a termination letter from Amazon stating that the reason for termination is I executed a confidentiality and invention assignment agreement. What does this even mean? I am so confused right now.

Joseph D. Allen
Joseph D. Allen answered on Apr 13, 2020

To speculate, given the lack of facts- perhaps the company is alleging a violation of their confidentiality agreement, rather than alleging that you signed one with another company. It might be advisable to discuss with a labor/employment attorney.

1 Answer | Asked in Business Law for Maryland on
Q: I work in Maryland was wondering does law account for employees at multiple store or if it’s just employees at 1 store

I work for arbys. The law was passed in 2018 it states for an employer with 15 or more employees they owe 1 hour of paid sick time for every 30 hours. I said something to my area supervisor he said since we only have 10 employees at my store it doesn’t affect us

Joseph D. Allen
Joseph D. Allen answered on Feb 18, 2020

The Maryland Healthy Working Families Act (aka Sick and Safe Leave) is a vague about whether franchises of the same restaurant chain would be counted together as the same employer for purposes of the 15 employee threshold. However, it is clear that if the national chain is properly the... Read more »

1 Answer | Asked in Business Law for Maryland on
Q: Does a S corporation have to be registered somewhere...ie in MD, FL, VA or can it be legal without registration?
Mark Oakley
Mark Oakley answered on Jul 24, 2019

You’re mixing apples and oranges. First, any business that is not a state-registered entity (corporation, limited liability company, close corporation, etc.), is simply a sole proprietorship and all owners are personally at risk. A registered corporation can elect “Subchapter S” taxing status... Read more »

1 Answer | Asked in Banking, Business Formation, Business Law and Consumer Law for Maryland on
Q: Do I have a Maryland Consumer Loan license to lend a friend $6,000.00 and charge 14% interest for a four year term?
Bruce Alexander Minnick
Bruce Alexander Minnick answered on Jun 18, 2019

Say what? How can anyone know whether you "have a Maryland Consumer Loan license" or not? And why do you not know?

1 Answer | Asked in Business Formation, Business Law and Contracts for Maryland on
Q: Can I force a partner out of a partnership LLC with no operations agreement, for not putting in enough time?

We are a cabinet manufacturer. We are attempting to be a women owned business that was created last year. We have not sold any work as of yet. We do have equipment we are paying for. The shop is located on my property, and everything is in my name. If I am not able to force them out, can I... Read more »

Mark Oakley
Mark Oakley answered on Jun 11, 2019

You can withdraw from the company, boot it out of your home, and demand liquidation of the assets, and either pay your co-owner their fair share of the costs they expended on the equipment, or otherwise buy out out the equipment. Meantime, start a new LLC and begin cabinet making under a new... Read more »

1 Answer | Asked in Business Law and Contracts for Maryland on
Q: I did side work (bookkeeping) without a contract and I'm terminating them. What's the best way to protect myself?

One owner requested I do things that, although are non-reportable but are wrong per the IRS, I won't agree so I'm ceasing the relationship with a termination letter. How do I best word it to protect myself?

Bruce Alexander Minnick
Bruce Alexander Minnick answered on Apr 23, 2019

Unless you have a written contract with the company (or person) that says otherwise, you do not have to tell them any reason why you feel the need to terminate the relationship. Therefore, IMPO you should keep your letter of resignation as short as possible, making very sure not to say anything... Read more »

1 Answer | Asked in Business Law for Maryland on
Q: If a synagogue merger requires the approval of two-thirds of its members, does the two-thirds requirement apply only to

If a synagogue merger requires the approval of two-thirds of its members, does the two-thirds requirement apply only to those voting or to the entire membership.

Mark Oakley
Mark Oakley answered on Apr 2, 2019

Depends what the by-laws or operating agreement specifies. It is common for the majority requirement for passage of resolutions or decisions to be limited to those present at the meeting called for that purpose, but generally there is a “quorum” requirement in that scenario, which is also... Read more »

1 Answer | Asked in Business Law for Maryland on
Q: What is the maximum interest I can charge for a business tenant rent default in Maryland

this is a partial rent default by an offshore tenant

Cedulie Renee Laumann
Cedulie Renee Laumann answered on Mar 20, 2019

Maryland's usury laws are fairly complicated. The location of the tenant is likely irrelevant. The general legal rate of interest in MD is 6%. Most of the time people can charge up to 8% so long as there is a written agreement to that effect. However parties can agree in various... Read more »

1 Answer | Asked in Business Law for Maryland on
Q: What section/article of MD Code deals with requirements for non-profit associations re: budget approval by board?

The board of our 501(c)(6) non-profit association is spread out geographically throughout the Eastern and Western Shores of MD, and our budget needs to be approved. We want to know if the State of Maryland Code allows voting on approval of our budget electronically (via email). Thank you.

Mark Oakley
Mark Oakley answered on Mar 1, 2019

MD Code, Corporations and Associations, § 2-409. Place and notice of meetings

(a) Unless the bylaws of the corporation provide otherwise, a regular or special meeting of the board of directors may be held at any place in or out of the State or by means of remote communication....
Read more »

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