Massachusetts Business Law Questions & Answers

Q: What does a lawyer do when creating a partnership agreement?

1 Answer | Asked in Business Formation and Business Law for Massachusetts on
Answered on Jul 6, 2018
John Espinosa's answer
First have a conversation with all proposed partners to determine their legal needs and goals. Then advise on the best way to form the entity and draft the appropriate documents to accomplish same.
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Q: How does a subchapter S corporation differ from a standard S corporation (if at all)?

1 Answer | Asked in Business Law for Massachusetts on
Answered on Jun 18, 2018
John Espinosa's answer
To become an S corporation requires specific action under particular circumstances in exchange for some possible tax benefits. Here are some helpful resources that explain more:

https://www.irs.gov/businesses/small-businesses-self-employed/s-corporations

https://www.mass.gov/service-details/s-corporations
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Q: I am an online seller and received a letter in the mail from another company regarding an item that has a patent pending

2 Answers | Asked in Business Law, Intellectual Property and Patents (Intellectual Property) for Massachusetts on
Answered on May 16, 2018
Kevin Flynn's answer
This situation merits working with patent attorney to sort out the current status and possibly to intervene to help the Patent Office reject or at least narrow the claims.

As a preliminary step, you may want to check on the status of the pending application using USPTO Public PAIR. https://portal.uspto.gov/pair/PublicPair You may see that the Examiner has already rejected the claims and is awaiting their response. If so, then you may not want to do anything.

Technically,...

Q: Does Massachusetts state law require employers to pay an employee for their accumulated sick time?

1 Answer | Asked in Business Law and Employment Law for Massachusetts on
Answered on Mar 12, 2018
Jonathan R. Roth's answer
Any accrued vacation pay is required to be paid. Accumulated sick pay is not required under MA law unless the employer has a stated policy to that effect.

Q: What is a Social Enterprise Characterized under, an LLC or Non-Profit Status?

2 Answers | Asked in Business Formation and Business Law for Massachusetts on
Answered on Mar 12, 2018
John Espinosa's answer
In Massachusetts, one option is a benefit corporation. Here is some info about how it works: http://www.sec.state.ma.us/cor/corpdf/Notice%20regarding%20Benefit%20Corporations.pdf

And here is the relevant statute in its entirety: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156E

Q: so, I am organizing a magazine and a contributor wishes to remain Annonymous

1 Answer | Asked in Business Law and Contracts for Massachusetts on
Answered on Feb 26, 2018
John Espinosa's answer
The publisher and contributor would enter into a contract that clearly describes anonymity of the contributor as a condition of the contract. The contributor's name would go no further than that contract. The contributor cannot remain anonymous from the publisher. Hire an attorney to draft the contract.

Q: Can I legally add the word 'fund' to the url for a website?

2 Answers | Asked in Copyright, Business Law and Internet Law for Massachusetts on
Answered on Jan 23, 2018
Jonathan R. Roth's answer
It could be considered a material misrepresentation unless there is an agreement in place that protects, you, the charity and the donor.

Q: HOw do I prorate a month of rent to a subletter renting mondays and wednesdays for 400/month.

2 Answers | Asked in Contracts, Business Law and Landlord - Tenant for Massachusetts on
Answered on Jan 17, 2018
Jonathan R. Roth's answer
Unless agreed specifically, you prorate on the days of the month.

Q: if a business is being sued and is sold to another party, who is liable for the lawsuits if you lose? New owner or old?

1 Answer | Asked in Business Law for Massachusetts on
Answered on Dec 27, 2017
Jonathan R. Roth's answer
The probable answer is that both of you would be responsible depending upon if substantially all of the assets of the first company were sold to a new company. You could buy the company and get an indemnification.

The initial liability stays with the first company. The second company could be liable if the price is not sufficient or you purchased almost all of the company's assets.

Assuming the company is an LLC or a Corporation there would be no personal liability save for...

Q: can Massachusetts mandate certified nursing assistants?

1 Answer | Asked in Employment Law, Business Law and Health Care Law for Massachusetts on
Answered on Dec 4, 2017
John Espinosa's answer
If you are speaking of state requirements for CNAs, here is a starting point: https://www.mass.gov/service-details/nurse-aide-registry-program

Q: Do all business contracts need to be signed to be enforceable, or can they be verbal?

1 Answer | Asked in Business Law for Massachusetts on
Answered on Dec 1, 2017
John Espinosa's answer
Although it is technically possible for a verbal contract to be enforceable under some circumstances, even then it is very difficult to prove so verbal contracts are not advisable. Best practice is for all business contracts to be in writing and reviewed by your own business attorney to ensure that the written document accurately reflects what you intend to agree to, before you sign it.

Q: If I am a freelance composer in outside USA, is it legal to work with USA companies with payments?

1 Answer | Asked in Business Law, Contracts and Employment Law for Massachusetts on
Answered on Oct 12, 2017
Jonathan R. Roth's answer
You do not have to have a specific entity to do business with a US Company in the US. You need to contact a local attorney who understands the Tax Treaty between the US and your home country as to tax withholding and tax liability. The US company may require you to get a TIN (Taxpayer Identity Number). Your agreement should spell out the services, rights and legal jurisdiction for resolving any disputes.

Please feel free to contact me if you have any additional questions.

Q: Do I have to register my online business?

1 Answer | Asked in Business Formation and Business Law for Massachusetts on
Answered on Oct 11, 2017
John Espinosa's answer
There are both legal and tax implications to consider when engaging in business. You should consult with both an attorney and accountant to discuss the specifics of your business so they can properly advise you.

Q: Are you able to provide examples of cases related to faulty vehicle software? Ideally, open source software. Thank you!

1 Answer | Asked in Business Law, Car Accidents, Gov & Administrative Law and Intellectual Property for Massachusetts on
Answered on Sep 21, 2017
Griffin Klema's answer
Google Scholar is a great resource for finding case law and scholarly articles that may give you the insight you are seeking. Otherwise find a local library (or law library) and seek assistance with at reference desk. A reference librarian can point you in the right direction to come up with appropriate places to search and search queries.

Good luck!

Griffin Klema

https://klemalaw.com

Q: Hi, I have a friend who is still listed as president to a family business. Four years ago was pushed out by his brother.

2 Answers | Asked in Business Law for Massachusetts on
Answered on Aug 15, 2017
Jonathan R. Roth's answer
A company is not required to pay for a former employees medical insurance. However, under MA m law he would have been entitled to Cobra rights to pay for his insurance under the company plan. If he is still listed as President of the company that raises some interesting issues as to whether he is still deemed an officer of the company and entitled to not only medical insurance but other benefits. Likewise, depending upon why he was terminated as an employee of the company he might have a...

Q: What qualifies as trademark infringement? If a company produces a product that looks similar to another's, is that okay?

2 Answers | Asked in Copyright, Business Law and Trademark for Massachusetts on
Answered on Aug 2, 2017
Jonathan R. Roth's answer
if you use the stickers you are infringing on another company's trademark. The speakers may also violate someone's patent but you can assume not for the moment. if you want to sell them then use the name of mfg or create your own brand.

Q: can a listing broker (restaurant) keep a forfeited deposit from a potential buyer or does it go to the seller

1 Answer | Asked in Stockbroker Fraud, Business Law and Real Estate Law for Massachusetts on
Answered on Jul 26, 2017
Ali Shahrestani, Esq.'s answer
That sounds problematic. Have a lawyer review your broker agreement. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney such as myself. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on my law practice website, www.AEesq.com. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce &...

Q: I am an equity partner in a company overseas and want to understand some details

2 Answers | Asked in Banking, Business Formation and Business Law for Massachusetts on
Answered on Jul 20, 2017
Jonathan R. Roth's answer
A EU company depending upon the jurisdiction it is incorporated can loan money to a US corporation. The Amount of money that is required to be withheld will depend upon the tax treaty as well as the amount of tax it is required to pay to the US. The foreign entity will need to apply for and obtain a TIN. There are other ways of handling the matter including open a US subsidiary such as a LLC and use it as the nominee for such transactions. The EU company is I assume formed in a jurisdiction...

Q: Is it illegal to make a DIY notebook with logos on it on youtube ? i am not selling anything but i may monetize my video

2 Answers | Asked in Business Law and Internet Law for Massachusetts on
Answered on Jul 8, 2017
Ali Shahrestani, Esq.'s answer
That sounds like trademark violation. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney such as myself. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on my law practice website, www.AEesq.com. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce & Child Custody, and Education Law....

Q: Can a business deliver free alcohol as a gift with the ordered product to customers?

1 Answer | Asked in Business Law and Criminal Law for Massachusetts on
Answered on Jul 6, 2017
Kas DeCarvalho's answer
I strongly recommend that you contact the Commonwealth's Alcoholic Beverages Control Commission, which will almost certainly have a position on this. As a practical matter, Massachusetts law prohibits any unlicensed sale, storage, transportation, importing, exporting, and manufacturing with the intent to sell (among other things). I understand your question: "What if I'm not actually selling the alcohol?" But leaving aside the potential liability issues that I lump collectively into the...

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