Maryland Business Law Questions & Answers

Q: I am starting my own business. I came up with the name in 2008, but there's a 2017 tv show with the same name...

1 Answer | Asked in Copyright, Business Law and Intellectual Property for Maryland on
Answered on Jan 2, 2019
Mark Oakley's answer
As long as you are not creating written or media pieces (film) with the name as a title (assuming the name is unique and identical to the TV show) then there is probably neither copyright nor trademark infringement. But without reviewing the specific title and nature of your business it is impossible to be more specific, so meet with an intellectual property lawyer to be sure. The fact that you “came up with” the name 10 years ago but never used it does not help you.

Q: I paid a contractor for home repair services and he declared bankruptcy. What laws do I cite in an MHIC hearing?

1 Answer | Asked in Consumer Law, Contracts and Business Law for Maryland on
Answered on Dec 27, 2018
Mark Oakley's answer
You really need to talk to a lawyer. Your question is too broad and general to allow an answer in the space available. I assume you have made a claim against the Guaranty Fund. You need to prove your monetary damages using one of the three formulas allowed under the statute and regulations, and must present proper evidence to prove the claim. That’s what you need help with. The laws and regulations that pertain to the contractor‘s performance are fairly straight forward and well known to...

Q: Can a pet store refuse to sell me a puppy just because I have children?

1 Answer | Asked in Business Law and Animal / Dog Law for Maryland on
Answered on Dec 11, 2018
Mark Oakley's answer
It’s a private company so they can do what they want. You’ll find it much easier to adopt the same day at the county animal shelter or the local humane society, who have many rescues looking for a home.

Q: Can I charge anything I want for no-show appointments or is there a limit?

1 Answer | Asked in Business Law for Maryland on
Answered on Nov 30, 2018
Mark Oakley's answer
The no-show charge policy must be communicated and agreed to up-front (or implicitly agreed to based on clear notice at the time of making an appointment). Only then will you have a legal basis to charge the fee. As far as the amount, there is no stated law on this, but as a rule of thumb most courts would not enforce a punitive amount, so keep the amount "reasonable." Defining what is reasonable is hardly an easy task, but when courts are called upon to define such things, they will usually...

Q: Maryland sick/safe law, can you be forceto use your accrued PTO?

1 Answer | Asked in Business Law and Employment Law for Maryland on
Answered on Nov 12, 2018
Joseph D. Allen's answer
As long as the employer's overall PTO policy provides the minimum sick/safe leave, they can require the employee to use earned PTO. However, if the employer does not set aside leave that can only be used for sick/safe purposes, the DLLR guidance states that it "strongly encourages such employers to advise employees that sick and safe leave is covered by the existing PTO the employer provides and that any additional sick and safe leave will not be provided." But based on your question, it...

Q: Dissolving of LLC partnership

1 Answer | Asked in Business Law for Maryland on
Answered on Nov 8, 2018
Mark Oakley's answer
No, dissolution on your facts (no operating agreement providing otherwise), requires either unanimous agreement of the members, or a judicial dissolution upon filing a petition to dissolve the LLC on the grounds that it “is not reasonably practicable to carry on the business in conformity with the articles of organization.”

To lay the foundation for a success petition for judicial dissolution, you should call a meeting of the members, submit one or more resolutions for voting upon,...

Q: Dissolving the partnership

2 Answers | Asked in Business Formation and Business Law for Maryland on
Answered on Oct 25, 2018
Mark Oakley's answer
Because you have no written operating agreement, your rights are governed by statute as they relate to your ownership interests, rights and possible dissolution of the LLC. Separately, the LLC may have a civil cause of action against the one owner relating to usurpation of Company business opportunity, but the facts for that action are unclear. You should consult a lawyer about your options. Forcing the one owner out without an agreement with him will more than likely result in dissolution of...

Q: How do I write up a Bussiness trust 12-2004

1 Answer | Asked in Estate Planning, Business Formation and Business Law for Maryland on
Answered on Sep 19, 2018
Cedulie Renee Laumann's answer
The first question any business attorney will likely ask is: what are you looking to accomplish? A business trust is an old but relatively unusual way to conduct business, except perhaps in the case of real estate held in a grantor's revocable living trust. The question doesn't give any facts as to why an "unincorporated business trust" is desired. Most attorneys would ask whether the Grantor determined the tax liability for conducting a business in a trust vs. through a standard or...

Q: Is it legal to get data base off of a local gov't website

1 Answer | Asked in Copyright, Business Formation, Business Law, Gov & Administrative Law and Intellectual Property for Maryland on
Answered on Sep 18, 2018
Cedulie Renee Laumann's answer
Many government websites make information readily available for search but have a disclaimer that the information cannot be harvested by an auto-bot, software programs, etc. Harvesting an entire database is probably not going to fly, but without knowing what database you are trying to access, one cannot realistically answer the question. More than likely the agency maintaining the website can answer the question.

Q: Can two members of an LLC having 25% ownership each (50% overall ownership) sell the business without the other 50%?

1 Answer | Asked in Business Law for Maryland on
Answered on Aug 27, 2018
Joseph D. Allen's answer
That depends on what the articles of organization, operating agreement, or other agreements say about who has control over sale of assets of, or membership interests in, or the power to dissolve, the LLC. If you don't have an operating agreement that deals with this, then certain default statutory provisions will apply- one of which is "Decisions concerning the affairs of the limited liability company shall require the consent of members holding at least a majority of the interests in profits...

Q: What can I do if I believe my idea from invention company was stolen?

1 Answer | Asked in Business Law, Contracts and Patents (Intellectual Property) for Maryland on
Answered on Jul 10, 2018
Kevin E. Flynn's answer
It is very serious to accuse someone of stealing an idea. It does happen but you need to have your facts all lined up.

As your fact pattern did not include that you obtained a patent, you cannot sue for patent infringement. (yet).

You need to take all the relevant documents to an attorney with the right skill sets. Someone will need to sort out whether someone else simply had the same good idea that you did. Happens all the time. Necessity is the mother of invention and...

Q: Is it legally possible to sue the owner of an LLC?

1 Answer | Asked in Business Law for Maryland on
Answered on Jun 26, 2018
Mark Oakley's answer
Ordinarily, no, if the suit is based on a contract or other interaction involving the LLC and its business services/products only. If the owner of the LLC is using it as a sham to commit fraud then it may be possible to pierce the veil of the entity, but that is very fact (and proof) specific. You provide no facts of context for your question, so it is not really possible to give any definitive answer.

Q: The state is telling me to pay sales and use tax that was due to be paid by the person that I bought the business from.

2 Answers | Asked in Business Law and Tax Law for Maryland on
Answered on May 8, 2018
Benton R Patterson III's answer
Generally, if you purchase the entire business, the business remains liable for its obligations incurred under prior ownership. I would have an attorney review the sale documents. There may be representations and warranties in the purchase agreement that the business taxes were paid. If so, you may have recourse against the seller. If there are no purchase documents, it is unlikely you will get out of paying the taxes. Although, I would still recommend discussing the situation with a local...

Q: Can I do business in a state other than the one I chose to incorporate in?

1 Answer | Asked in Business Law for Maryland on
Answered on Apr 16, 2018
Mark Oakley's answer
Yes. If you expect to be doing regular business in the other state, like several transactions per year, then you generally are required to register your "foreign" business in that state--it's not the same as organizing your business there, but you are required to register if you regularly conduct business there.

Q: What is the state law for maryland if we do not have an operating agreement?

1 Answer | Asked in Real Estate Law and Business Law for Maryland on
Answered on Apr 7, 2018
Richard Sternberg's answer
You need an Operating Agreement. Depending what isn’t defined, you may be defectively formed, in which case, the liability veil of the LLC can be pierced by claimants; or you are simply stuck with provisions for your LLC that apply only if there is no provision in the LLC Operating Agreement. Particularly if yours is a two-person show with no means of resolving disputes, your LLC is a train wreck waiting to happen. Forming an LLC can now be done on line for the filing fee in many states or...

Q: My MD LLC was initially set up for internet sales. I would like to get my FFL license and set up a firearms business.

1 Answer | Asked in Business Law for Maryland on
Answered on Mar 18, 2018
Mark Oakley's answer
Look at your “purposes” clause of your articles of organization. Most such clauses have a catch-all purpose clause that dates, “and to engage in any business or activity allowed by law”. If not included, you can file a simple amended set of articles. If you want to give a separate trade name for the new activity you can register a trade name under your LLC to accomplish that, and do everything under your existing LLC.

Q: Can I rectify an unintentional fraudulent mistake on past tax returns?

1 Answer | Asked in Tax Law, Business Law and White Collar Crime for Maryland on
Answered on Feb 28, 2018
Mark Oakley's answer
Criminal or civil fraud requires knowledge of the fraud and intentional conduct to perpetrate the fraud, so honest mistake is a complete defense. Stop worrying. Hire a CPA to review your past returns and file any corrected or amended returns for the affected years, as necessary. Any penalties or late fees can be paid or negotiated through your CPA. If you overpaid taxes or mistakenly paid taxes to the wrong taxing authority, you can request a refund, but you may be limited to the past three...

Q: Company A has sued me for breach of a verbal employment contract, but has now admitted in deposition that

1 Answer | Asked in Business Law, Civil Litigation, Contracts and Employment Law for Maryland on
Answered on Feb 14, 2018
Mark Oakley's answer
Perhaps. There is a common law duty of loyalty in the absence of a specific employment contract term, but in the context of an independent contractor that may be very limited if not legally nonexistent. There may be specific facts in your case that change any analysis, so meet with a lawyer to review options.

Q: I need advice on what I am able to do about a company who owes me more than $5,000.

1 Answer | Asked in Business Law, Civil Litigation and Consumer Law for Maryland on
Answered on Feb 2, 2018
Bennett James Wills' answer
You could choose to file a lawsuit in the Maryland district court (assuming you have jurisdiction) to seek a judgment against the company. Consult a lawyer for your best options.

Q: Is there an exception to MD for corp to be rep by an attorney if the corp is owned by husband & wife in a civil action?

1 Answer | Asked in Small Claims and Business Law for Maryland on
Answered on Jan 29, 2018
Cedulie Renee Laumann's answer
While an individual can chose to represent themselves, generally a corporation must have a lawyer represent in nearly all matters. Maryland law does have an exception where an officer / owner may represent a corporation only in small claims matters under $5,000. If the amount is over $5,000 the entity needs legal counsel.

See Md. Ann Code, Business Occupations & Professions, 10-206

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