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California Business Law Questions & Answers
Q: Can my business partner use the companies attorney in a partnership dispute? The fees are paid by company.

Am I entitled to know discussion since it was paid for by company funds.

Gregory Byrnes
Gregory Byrnes answered on Apr 9, 2020

Typically no because that is a conflict of interest for the attorney. The company is the client, not the shareholder and representation of the shareholder individually is usually a conflict. Additionally, if the company is paying for the personal expenses (their personal legal fees) of the... Read more »

1 Answer | Asked in Criminal Law and Business Law for California on
Q: I let a guy contractor I know rent a tractor from me and said he would be finished in 2 weeks. He gave me a $500 deposit

Now he's not answering me calls. It's been 3 months. I left multiple messages and text. What should I do?

Dale S. Gribow
Dale S. Gribow answered on Apr 6, 2020

MORE INFO NEEDED.

THE EASIEST THING IS TO FILE IN SMALL CLAIMS

1 Answer | Asked in Consumer Law, Contracts, Business Law and Construction Law for California on
Q: Is there a penalty for backing out of an agreement for an HVAC project that has not started?

I signed a "proposal and purchase agreement" for HVAC work for my home. I signed it on March 15, work is originally scheduled for March 30-April 3 but I had to postpone it until end of April. However, with the economic uncertainty due the pandemic, I might back out of this agreement... Read more »

John Francis Nicholson
John Francis Nicholson answered on Apr 4, 2020

Apparently you did not cancel the contract within 3 days, which, theoretically, locks you into it.

As you know these COVID-19 times are very uncertain, and we don't know how the courts are going to rule on the multitude of cases affected by the pandemic that are now before the court,...
Read more »

1 Answer | Asked in Business Law, Tax Law and Gov & Administrative Law for California on
Q: Can a labor union continue collecting dues when it is suspended, and unable to legally conduct business?

Labor union, a non-profit, was suspended in California by the FTB, from October 2018 to May 2019. During this time they continued collecting dues without informing members of suspension status. Union was reinstated, or revived, in May 2019. Was this legal? Are dues collected during this time... Read more »

David Ostrove
David Ostrove answered on Apr 4, 2020

A suspended corporation cannot conduct business in California. Such corporation has lost all of its right to conduct business during suspension Once reinstated, it may again conduct business.

1 Answer | Asked in Business Formation and Business Law for California on
Q: As a limited partner, what happens if I vote no to the amended operating agreement but the majority partners vote yes?

I'm a limited partner in a partnership. The managing partners who are also majority shareholders are amending the operating agreement which includes clause that changes how limited partner can exit. I want to understand my position. Can the amendment get approved if I vote no but the majority... Read more »

Shawn R. Jackson Esq.
Shawn R. Jackson Esq. answered on Apr 3, 2020

Well, the first item on our review list would be … what does the current LLC Operating Agreement state regarding such "votes" and "changes" to the current agreement. Often times, such changes require a unanimous vote … and even in the absence of a requirement of a unanimous... Read more »

1 Answer | Asked in Business Law, Civil Litigation and Patents (Intellectual Property) for California on
Q: Amgen control of patent. Sold rights to other companies. Still used. D. Fenton did nothing. Does Tallen have recourse?

I am sole inventor. Michael Tallen. Dennis Fenton did not come up with idea nor did any of the work. I was fresh out of school. He threatened me to get name on patent snd drove me out of Amgen. Today he is on Board of Directors of over 200 Biotech Companies worth $500M. Amgen got to markets... Read more »

Peter D. Mlynek
Peter D. Mlynek answered on Apr 2, 2020

I can't give you an exact answer to your question because I do not have all the information, but here is several points which you should consider.

(1) There is a difference between an ownership of a patent and an inventorship.

(2) An inventor is one who invented as least one...
Read more »

1 Answer | Asked in Business Law, Contracts and Employment Law for California on
Q: Employment law discrimination former employers manager

Our small business < 50 people closed because we didn’t have the legally required doctor on duty to keep the practice open. When we did the new manager wouldn’t give me hours stating to other employees “ he was weeding me out”. This is just one of many things that occurred including... Read more »

Neil Pedersen
Neil Pedersen answered on Apr 1, 2020

There is a great deal in your post, but very few details that would allow anyone to determine if there is a meritorious and valuable legal claim or not. Therefore, the wise thing for you to do is to locate and consult with an experienced employment law attorney as soon as possible to explore your... Read more »

2 Answers | Asked in Business Law for California on
Q: Is it legal for a company to suspend paying affiliate independent owner operators?

Question breakdown:

Company A (large limo company)

Company B (small limo company hired by A when they need help)

Company A pays B every 2 weeks with a net 45.

Company A stops paying B for jobs done between 02/1/20-02/16/20 about 10k. With A giving any warning and... Read more »

Shawn R. Jackson Esq.
Shawn R. Jackson Esq. answered on Mar 27, 2020

The key to resolution in these types of situations is the initial "mitigation" protocols … in which company A would pay company B … some level of the amount owed. Second issue … is there a written agreement covering how company B is to be paid?

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1 Answer | Asked in Employment Law and Business Law for California on
Q: I'm owed money for equipment in Cali and they're saying they can't cut checks because of Stay at Home, is that true?

A company that rents my film gear in California is saying they can't send out checks because of the Stay at Home ordinance happening. We are out of jobs and relying on that money owed to us. Is this true? Can companies not cut checks right now?

Neil Pedersen
Neil Pedersen answered on Mar 26, 2020

Legally it is not true. Our banking systems are one of the essential services that are not effected by the stay at home order.

Whether practically it is true or not depends on the specific circumstances of the situation. The problem is that you have no real way to force immediate payment....
Read more »

2 Answers | Asked in Employment Law, Business Law, Civil Rights and Health Care Law for California on
Q: My company does not comply with the State of California's "Stay at Home" order and is not within the critical businesses

While many of my company's employees have began working from home, a few departments are being required to go into the facility to continue work.

The company is not within any of the critical business sectors outlined within... Read more »

Louis George Fazzi
Louis George Fazzi answered on Mar 21, 2020

First, you should comply with the state Stay at Home order as best you can. If you have a critical position within the company, you should discuss the issue with your immediate management or someone in Human Resources, if there is one in your company. Generally, use good common sense for yourself... Read more »

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1 Answer | Asked in Employment Law, Business Law and Construction Law for California on
Q: Coronavirus "stay home" order. Small contractor in San Diego with 5 employees.

We do drainage around homes, structural repair and retaining walls. We work outside. Am I shut down? I'm seeing lots of vague and conflicting information. If I can work do I have liability if someone gets sick?

Neil Pedersen
Neil Pedersen answered on Mar 19, 2020

As you might imagine this has never happened before so there is no resource to know what will and will not be lawful under these circumstances. The best I can say right now, a few hours after the order was issued, is that unless your business is involved in one of the 16 essential government... Read more »

1 Answer | Asked in Contracts, Employment Law, Tax Law and Business Law for California on
Q: How to pay taxes if you're a contractor? I signed W-9 form when I was hired. Thank you!

Hello,

I have a question regarding taxes.

My situation a little bit complicated, as I couldn’t find the answer to it.

I’m in the US on an F1 visa, already finished my studying and I’m on OPT for 1 year right now, till the end of October.

To remain in-country... Read more »

Linda Simmons Campbell
Linda Simmons Campbell answered on Mar 13, 2020

If your company is a pass through entity you would file a Schedule C. I recommend paying an accountant to prepare your return. They will be able to help you reduce your tax bill. Make sure you use an experienced CPA.

1 Answer | Asked in Employment Law, Business Law and Intellectual Property for California on
Q: Owner claims rights to material she did not create or pay for?

I created a logo, website, and social media accounts for a business that I am just an employee for. I never got paid for them, they never claimed rights to them. I am leaving and the owner is threatening to sue unless I give her all of these things. Would she win in this case?

Neil Pedersen
Neil Pedersen answered on Mar 11, 2020

You will need to share this information with an Intellectual Property attorney to get a solid answer. Often an employee does not own the intellectual property created for their employer while they are employed there. However any employment contracts or other documents you signed when hired or... Read more »

2 Answers | Asked in Business Law and Contracts for California on
Q: Is it customary for attorneys to keep clients’ stockholder share certificates at their office?
Shawn R. Jackson Esq.
Shawn R. Jackson Esq. answered on Mar 5, 2020

It is up to the individual attorney as to their preferences … most do not.

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1 Answer | Asked in Business Law and Contracts for California on
Q: An att. offered a “free” cons. to determine if he will take my case. He did and now wants to be paid for the consult.

I did sign the CA fee agreement.

A provision stated that NO work starts until I sign + $2K dep.

No mention of any fees for work before the effective date.

3 mo. after the effective date, I received my first bill for $3K for the "work" bfr. the contract sig. and... Read more »

John Francis Nicholson
John Francis Nicholson answered on Mar 5, 2020

Based upon your representation of the facts the attorney has done a number of things that violate the Rules of Professional Conduct in California.

1. Free consultation. The problem with this is proof. Does the attorney have a website or advertising stating "free consultation?"...
Read more »

1 Answer | Asked in Business Law, Civil Litigation and Contracts for California on
Q: Myself and sister were co-owners in home in Hesperia ca. Sister was residing in home , signed 20 yr contract for solar

I did not know about this contract signed 11/2018 , until friend sent photo of panels on home. Sister passed 2019 , now I'm dealing with this. Solar company says they only needed one signature. I told them without co-owner signature ? They said yes. Told them they should require both home... Read more »

Joseph Franklin Klatt
Joseph Franklin Klatt answered on Feb 15, 2020

A co-owner has rights to the undivided whole of the property and could sign such a contract. What you need to find out is if the contract was secured by your real property. If it was a secured loan, then the solar company can ultimately force a foreclosure to get their money out, subject to any... Read more »

3 Answers | Asked in Business Law, Civil Litigation and Personal Injury for California on
Q: can an employee be sued along with the corporation for negligence after he acting within course and scope?

If not, then is a demurrer and/or motion to strike appropriate?

The employee performed his duties of evaluating a company. The company did not like the evaluation and sued the corporation and the employee after an insurance company denied the claim.

Dale S. Gribow
Dale S. Gribow answered on Feb 6, 2020

more info needed.

No an employee should not have exposure until most circumstances.

the corporation must have insurance and they will send the matter to a law firm.

you want to be sure the ins co agrees they are covering him and that the law firm will represent him.

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1 Answer | Asked in Business Formation, Business Law, Copyright and Trademark for California on
Q: i have a online business i am starting wanting to sell dog accessories and was wondering what trademark code would i use

i am going to sell collars, leashes, treats, clothing, toys, beds, etc and some things like collars/leashes/treats will be homemade

Tania Maria Williams
Tania Maria Williams answered on Feb 3, 2020

The classification codes vary depending on whether the product is a good or service. It would not be possible to truly answer your question without more information as, simply based upon your list, you will likely have multiple classification codes as pet apparel is a separate code from treats,... Read more »

2 Answers | Asked in Business Law, Civil Litigation and Criminal Law for California on
Q: Can u Sue a company because 1 of their employees destroyed video that would of shown someone being not guilty at a trial

loss prevention accuse my husband I'm trying to run him over and my husband was charged with assault with a deadly weapon out of the six videos that was given for evidence only one could be open for trial he also testified against my husband. my husband lawyer requested a retrial because of... Read more »

Dale S. Gribow
Dale S. Gribow answered on Jan 31, 2020

more info needed.

anyone can sue anyone for anything at any time.

the question is would you win AND will a lawyer take the case on a contingency, rather than an hourly.

my office would never do so and if a lawyer takes a case like that they would want the client to prevail...
Read more »

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1 Answer | Asked in Tax Law, Business Formation and Business Law for California on
Q: Hello, I dissolved a corporation back in September and I'm not receiving notices from the Calif. Franchise Tax Board

Hello, I dissolved a corporation back in September and I'm not receiving notices from the Calif. Franchise Tax Board that I owe in excess of $900 for back "taxes" in 2018, which I think is the $800 annual fee. Am I still responsible to pay this? or can I ignore these notices since... Read more »

D. Mathew Blackburn
D. Mathew Blackburn answered on Jan 22, 2020

Generally you're not personally liable for the franchise fees.

It may be worth having a professional take a look and write a letter to the franchise board.

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