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Oregon Business Law Questions & Answers
1 Answer | Asked in Business Law for Oregon on
Q: Is it legal for one 50% shareholder in a corporation to sell off all of the assets without letting the other know

One owner sold all of the assets without letting the president who is the other 50% shareholder know anything about. The company has basically closed but has outstanding debt.

Emily Sarah Hill
Emily Sarah Hill answered on Aug 17, 2021

The asset sale is seemingly unauthorized under ORS 60. The corporation's Bylaws would also likely prohibit the action as described.

1 Answer | Asked in Business Law, Landlord - Tenant and Real Estate Law for Oregon on
Q: We were never asked to buy the property we have been renting for almost 2 years ...

We got a 90 day notice to leave because they sold the property . But no papers were added showing proof of it being sold ...I lease ended in march ..they never renewed it but we have till this day payed rent every month...what should we do...there is nothing open for rent here

Gregory L Abbott
Gregory L Abbott answered on Jun 19, 2021

Much depends upon the exact details - what the 90 day notice said; what, if any, other papers were served; what, if anything, was said about relocation assistance; etc. You are correct that the seller/landlord is obligated to show you a copy of the offer that he accepted, along with a declaration... Read more »

1 Answer | Asked in Business Law, Products Liability and Trademark for Oregon on
Q: Is the word “Witcher” by itself trademarked/copyrighted? Can I use the word to name a business?
Marcos Garciaacosta
Marcos Garciaacosta answered on May 25, 2021

Maybe, it depends

You need to consult with an attorney to review your case and see what risks and options you have

1 Answer | Asked in Bankruptcy, Banking, Business Formation and Business Law for Oregon on
Q: If a business corporation is sued in one state and loses the case, can they attach all bank accounts,personal and bus.

Most companies have a couple different licenses under the same business(dba/LLC). If there are bank accounts in other states owned by the corporate officers and also in the same name of the business being sued can the out of state account be attached also.

Now the business in the other... Read more »

Timothy Denison
Timothy Denison answered on Feb 15, 2021

Yes. Once a judgment is granted against a corporation, it may be enforce against the corporation snd assets located anywhere within the United States.

1 Answer | Asked in Contracts, Business Law, Health Care Law and Medical Malpractice for Oregon on
Q: What are my legal rights if a failed dental implant is redone by another dentist or oral surgeon?

A dentist performed a dental implant on me that failed. So they are offering me the option of either a full refund for the failed implant or having an oral surgeon remove the implant and redo it. They are asking me to sign a letter stating which option I choose. For the second option, which I want... Read more »

Tim Akpinar
Tim Akpinar answered on Oct 12, 2020

An Oregon attorney could advise best, but your questions remain open for two weeks. As a GENERAL matter, it could be difficult for any attorney to offer an advisory opinion here, because sometimes the enforceability of any agreement cannot be guaranteed or precluded until it goes before a judge, or... Read more »

1 Answer | Asked in Consumer Law, Business Law and Communications Law for Oregon on
Q: Can I Sue a car dealership for sending me fake scratch offs in the mail
Tim Akpinar
Tim Akpinar answered on Aug 17, 2020

An Oregon attorney could answer best, but your question remains open for two weeks. As a general matter, probably not. It sounds like a promotional effort and nothing more - no deception and no obligation to offer genuine tickets. Good luck

Tim Akpinar

1 Answer | Asked in Banking, Business Formation, Business Law and Civil Litigation for Oregon on
Q: I had a business associate who was going to be a partner rip me off for a lot of money and inventory. We started

I had a business associate who was going to be a partner rip me off for a lot of money and inventory. We started a new joint bank account together at banner bank. What I did not know was he was friends with the assistant manager of the bank. So the next day she cancelled our joint banking account... Read more »

Ana Maria Del Valle-Aguilera
Ana Maria Del Valle-Aguilera answered on Jul 8, 2020

If you opened a personal joint bank account, it is usually opened "A or B",not "A and B", which makes a huge difference. If the account was opened as "A or B" or "A,B", the meaning is the same. The Terms and Conditions agreement you would have been given by... Read more »

1 Answer | Asked in Contracts, Business Law and Libel & Slander for Oregon on
Q: When a landlord wishes to sell and the realtor uses your name, plus claims you have no lease ?

Oregon commercial lease and a landlord wishing to sell your building and the realtor goes door to door claiming your closing and have no lease when you do. And the evidence was shown to be true and they had 3 law firms try a manmade default what would the law of limitations be time wise and how... Read more »

Gabriel A Watson
Gabriel A Watson answered on May 16, 2020

It will depend on specifics but you could have a number of different claims against the different parties you refer to.

Begin by looking at the terms contained in your lease--or if you do not have a lease there will be other rules that apply depending on the nature of your relationship with...
Read more »

2 Answers | Asked in Bankruptcy, Banking and Business Law for Oregon on
Q: small business, been forced to close, got a business line of credit, with personal guarantee to help, what if fails

If the business ends up failing and I have to file Bankruptcy will this new line of credit be able to be included in BK?

Timothy Denison
Timothy Denison answered on Apr 22, 2020

Yes.

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1 Answer | Asked in Personal Injury, Business Law and Employment Discrimination for Oregon on
Q: What can I do if my job is at high risk of giving me covid? It is a crowded place, and it isn't essential

I work in a call center, we are more than capable of doing this job from home, they aren't allowing us to work from home, but they're not doing anything but putting our lives at risk. Every single person that works there gets sick if so much as one other person gets sick. The job that we... Read more »

Joanne Reisman
Joanne Reisman answered on Mar 31, 2020

Assuming you are in Oregon Governor Brown's order expressly banns office work when the work can be done from home. https://www.opb.org/news/article/oregon-washington-northwest-coronavirus-cases-live-updates-march-23/ This article explains where to report a suspected violation:... Read more »

1 Answer | Asked in Business Law for Oregon on
Q: Wedding photography business licensed in Washington and registered in Oregon. Do I need any other licenses in Oregon?

Original business as DBA established in Washington with UBI number and city endorsement as a home occupation business. No brick and mortar. Nearly all business conducted over the phone and computer. Photographers onsite at event venue. Independent contractors, no employees. Projects come from all... Read more »

Daniel DiCicco
Daniel DiCicco answered on Nov 21, 2019

It sounds like you are good to go. Good luck. Also - buy some insurance, and talk to a lawyer about your independent contractor and customer contracts. All of this can save you headaches in the future.

1 Answer | Asked in Tax Law and Business Law for Oregon on
Q: Want to start a trucking company in WA but I live in OR. Want to avoid OR state tax. Ok to do if I get a virtual office?
D. Mathew Blackburn
D. Mathew Blackburn answered on Nov 14, 2019

If you operate a a WA company from OR WA still taxes you on any income since you're a resident. The only way to avoid that would be to operate the company as a corporation and don't take any salary or dividends.

3 Answers | Asked in Criminal Law, Contracts and Business Law for Oregon on
Q: Is this a civil or criminal issue?

I was working with a guy on his business. I created a website for him and I was working on a crowdfunding campaign for him. I guess I didn't complete the project fast enough for him and now he is saying he is gonna press charges on me for fraud and theft and contacted a lawyer. Is this a civil... Read more »

Gary Kollin
Gary Kollin answered on Sep 24, 2019

Generally, fraud in a commercial matter only occurs when the prosecution can prove that you never intended to do the work or had a history of not performing work

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1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Employment Law for Oregon on
Q: My employer has been breaking multiple employment laws , he removed his hard drive when he switched payroll co. Strange?

I didn't receive any online paystubs for my direct deposit the entire time my employer used this online payroll company . He switched companies and got a new computer , him and his friend that switched out computers , put up a bunch of security cameras all over the resteraunt. I find this... Read more »

Jeff Merrick
Jeff Merrick answered on Aug 22, 2019

Greetings,

This sounds very bad.

I might be willing to help, but first I need to know who is the employer and owner of the business. Also, where you worked and when this all happened.

Jeff Merrick

merrick@jeffmerrick.com

503-665-4234

1 Answer | Asked in Real Estate Law, Business Law and Civil Rights for Oregon on
Q: Can a plaintiff in a civil lawsuit transfer the suit to someone else?

If someone buys a property and later you find out that an issue was not disclosed. You file a lawsuit and then you decide to sell the property in dispute. Can you transfer the lawsuit to the new buyer? Can you add their name to the suit and remove yourself?

Daniel DiCicco
Daniel DiCicco answered on Jul 24, 2019

Short answer: you can do this. Long answer: it’s complicated to do this and how to go about it it all depends on what’s going on.

2 Answers | Asked in Employment Law, Contracts and Business Law for Oregon on
Q: My employer is requiring that I work in the future following my two weeks.

I work at a low end, fast food restaurant. It is a chain, but owned and operated independently. I put my two weeks in, but the owners are telling me along with other workers who have done the same that (even after our two weeks are completed and we are technically no longer employed) we will still... Read more »

Daniel DiCicco
Daniel DiCicco answered on May 26, 2019

Allow me to answer with a technical response: “lol.”

Slavery has been out-lawed for some time now, and no one can force you to work. What are they going to do - fire you? You already quit. If you’re worried about future references then maybe that will be a problem in the future, but...
Read more »

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2 Answers | Asked in Business Formation and Business Law for Oregon on
Q: Hi, this question is regarding member capital contributions vs profit distributions and what is profit? (In Oregon).

I'm in a new multi-member LLC with uneven ownership percentage but everyone contributes the same dollar amount per percentage, (ie 1%=$2k, 5%=$10k, etc). Almost 100% of the capital contributions will be for 1 private investment idea this year, not stock related. I know the membership operating... Read more »

Daniel DiCicco
Daniel DiCicco answered on Apr 20, 2019

You need an operating agreement to define these terms immediately. Without an agreement, you have no good way to resolve disputes, add or remove members, track profit shares, etc.

You need everyone to come together on this. Frankly you should not be investing money into any company where...
Read more »

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1 Answer | Asked in Business Law and Contracts for Oregon on
Q: Simple JV agreement? or not.

Good morning,

I think this is a simpler question(s). Do you know if there is an easy way to write an agreement (what type of agreement) between an LLC and a private investor for a potential 1x project? The investor(s) assume the risk of loosing all their cash investment in return for a... Read more »

Daniel DiCicco
Daniel DiCicco answered on Apr 4, 2019

I don't think you have a simple option. Let's put it like this - when a real possibility exists that an investor's entire investment can evaporate, and then that eventuality comes to pass - people get mad. They start thinking of where things went wrong and while they may have seemed... Read more »

2 Answers | Asked in Banking and Business Law for Oregon on
Q: Can I legally use a personal type (non-business) bank account to pay my business bills and make deposits into?

Is there any legal requirements that would prohibit me from using a simple checking account (non business type) for my family farm? I would not use this account for any personal debt or check writing. Simply to track incoming money and pay farm bills.

Daniel DiCicco
Daniel DiCicco answered on Apr 3, 2019

There is no legal requirement per se. Do you have a legal business entity like an LLC? If you do have an LLC then and you have concerns that perhaps one day you could be involved in a law suit, then I would want to keep my personal and business funds separate.

However, if you're just...
Read more »

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2 Answers | Asked in Contracts and Business Law for Oregon on
Q: What contract should I use for a group of individuals and LLC's together, investing in a 1 time Joint Venture project?

We have a 1 time high risk project in Oregon with multiple individuals investing. Should we I use a "contractual joint venture agreement" or a "partnership agreement" or something else? Their are 8 individual people, 2 LLC's & a "Family Trust". Of which, 7 of... Read more »

Daniel DiCicco
Daniel DiCicco answered on Apr 1, 2019

You absolutely need to involve an attorney in this process and get a custom contract together. There is no off-the-shelf solution to this kind of arrangement. The greater the risk and the more complicated the arrangement, the more you will need a custom solution for your legal infrastructure.... Read more »

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