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Massachusetts Business Law Questions & Answers
Q: I am an online seller and received a letter in the mail from another company regarding an item that has a patent pending

I received a certified letter regarding a silicone pipe that I currently sell on many platforms including my own website. The company stated that they have a patent pending on it and that I have to: immediately stop marketing the product, remove the product from all selling platforms and send them... View More

Kevin E. Flynn
PREMIUM
Kevin E. Flynn
answered on May 16, 2018

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....
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1 Answer | Asked in Business Law and Employment Law for Massachusetts on
Q: Does Massachusetts state law require employers to pay an employee for their accumulated sick time?

If the employee is terminated, let go or the company closes, are employers required to pay them for their accumulated PTO/ETO?

Jonathan R. Roth
Jonathan R. Roth
answered on Mar 12, 2018

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.

2 Answers | Asked in Business Formation and Business Law for Massachusetts on
Q: What is a Social Enterprise Characterized under, an LLC or Non-Profit Status?

I have a Social Business Idea that has a few ways to be monetized and I don't want to be completely limited by the Non-Profit sector. I want to file for incorporation but don't know what Umbrella a Social Enterprise falls under.

Kas DeCarvalho
Kas DeCarvalho
answered on Apr 27, 2018

The answer partially depends on what you're trying to accomplish: If the proposed purpose is solely benefit-related, without the desire or need to assign profits or owners/shareholders/members, then you're probably in (traditional) non-profit corporation territory. Alternately, you may... View More

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1 Answer | Asked in Business Law and Contracts for Massachusetts on
Q: so, I am organizing a magazine and a contributor wishes to remain Annonymous

is there a way that they can transfer the rights to me without signing their name?

John Espinosa
John Espinosa
answered on Feb 26, 2018

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... View More

1 Answer | Asked in Business Law and Mergers & Acquisitions for Massachusetts on
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?

staffing agency I work for is being sued by two people. the owner is old and doesn't have much longer to live. If she sold it to me and I changed the name do I have any responsibility for those lawsuits? Or is it on the old owner who sold the business? thank you

Jonathan R. Roth
Jonathan R. Roth
answered on Dec 27, 2017

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...
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1 Answer | Asked in Employment Law, Business Law and Health Care Law for Massachusetts on
Q: can Massachusetts mandate certified nursing assistants?
John Espinosa
John Espinosa
answered on Dec 4, 2017

If you are speaking of state requirements for CNAs, here is a starting point: https://www.mass.gov/service-details/nurse-aide-registry-program

1 Answer | Asked in Business Law and Contracts for Massachusetts on
Q: Do all business contracts need to be signed to be enforceable, or can they be verbal?
John Espinosa
John Espinosa
answered on Dec 1, 2017

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... View More

1 Answer | Asked in Business Law, Contracts and Employment Law for Massachusetts on
Q: If I am a freelance composer in outside USA, is it legal to work with USA companies with payments?

I am a music composer originating from Korea and New Zealand, which is not USA, but I am willing to work with USA companies as a freelancer. Then do I need specific thing to do before I do it, or am I just good to work, or is this up to the company that gives me work?

Jonathan R. Roth
Jonathan R. Roth
answered on Oct 12, 2017

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... View More

1 Answer | Asked in Business Formation and Business Law for Massachusetts on
Q: Do I have to register my online business?

I started an online business as a hobby which has now been producing income. Do I have to register my business even though I have no employees? Will I be penalized for producing income without being a registered business? I appreciate your help with this situation. Thank you.

John Espinosa
John Espinosa
answered on Oct 11, 2017

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!

Looking for examples of regulatory violations, recalls, class action, civil, or other cases related to software in vehicles. This could also include intellectual property cases associated with open source software. I'm keen to discover how much influence open source software has had, so far,... View More

Griffin Klema
Griffin Klema
answered on Sep 21, 2017

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... View More

2 Answers | Asked in Business Law for Massachusetts on
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.

The company stopped paying his health insurance. Are they required by law in MA. To cover him still? He has become I'll and really has needed it for the last two years.

Jonathan R. Roth
Jonathan R. Roth
answered on Aug 15, 2017

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... View More

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2 Answers | Asked in Copyright, Business Law and Trademark for Massachusetts on
Q: What qualifies as trademark infringement? If a company produces a product that looks similar to another's, is that okay?

I recently purchased many portable speakers from a vendor in China. The company produces many authentic speakers (iLepo), but they also wholesale "fake" JBL speakers on a international wholesale store.

The speakers look pretty similar, but they intentionally took off the logo on... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Aug 2, 2017

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.

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1 Answer | Asked in Stockbroker Fraud, Business Law and Real Estate Law for Massachusetts on
Q: can a listing broker (restaurant) keep a forfeited deposit from a potential buyer or does it go to the seller

I have a small restaurant that I am selling, I have it listed with a broker. We had a potential buyer who made a $1,000 deposit. The buyer did not obtain financing, so they forfeited the deposit. The broker kept the deposit. I feel like that should be mine. The broker will earn his money on... View More

Ali Shahrestani,
Ali Shahrestani,
answered on Jul 26, 2017

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,... View More

2 Answers | Asked in Banking, Business Formation and Business Law for Massachusetts on
Q: I am an equity partner in a company overseas and want to understand some details

If I am an equity partner in a company incorporated in EU, and that company wants to

1. wants to loan money to a company in US, is that possible/legal?

2. wants to open a bank account in US without incorporating in US, possible? How do I get a tax ID?

3. wants to pay me... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Jul 20, 2017

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... View More

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2 Answers | Asked in Business Law and Internet Law for Massachusetts on
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

for example i did a diy video it said HOMEWORK: , at the top , and the the nike logo in the middle with " just do it"

Ali Shahrestani,
Ali Shahrestani,
answered on Jul 8, 2017

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/... View More

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1 Answer | Asked in Business Law and Criminal Law for Massachusetts on
Q: Can a business deliver free alcohol as a gift with the ordered product to customers?

In the state of Massachusetts its illegal to sell alcohol after 11pm in stores. If there was a company that sells and delivers candles 24 hours a day, can the company give free alcohol as a gift to the buyer after 11pm? Technically it's legal but I wanted to know what problems this company... View More

Kas DeCarvalho
Kas DeCarvalho
answered on Jul 6, 2017

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... View More

1 Answer | Asked in Estate Planning, Family Law and Business Law for Massachusetts on
Q: I've read people should start an entity for asset protection, but do those entities need to generate revenue? if so how?
Kas DeCarvalho
Kas DeCarvalho
answered on Jul 6, 2017

I need to break this down a bit: Yes, it's a good idea to "start an entity for asset protection," but what people typically mean by that is that they wish to protect their personal assets from any liability related to their business venture. Therefore, they form an appropriate... View More

1 Answer | Asked in Business Formation, Business Law and Contracts for Massachusetts on
Q: Raising capital for a DE LLC with a Y-Combinator SAFE. Do I file anything to ensure investors are protected by IRC 1244?

The business meets all the qualifications of IRC 1244. I need to know if anything should be filed and with whom to offer the 1244 protection to investors. Also, I need to know what documentation should be retained and ultimately delivered to my investors if a loss is generated.

Jonathan R. Roth
Jonathan R. Roth
answered on May 4, 2017

To The Code also imposes recordkeeping requirements on the corporation relative to its §1244 stock. Among these is requirement that the corporation designate designation, for its transitional year, those of its outstanding shares that qualify for small business stock treatment.

(b)Common...
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2 Answers | Asked in Business Formation and Business Law for Massachusetts on
Q: Can a member of an LLC protect their interest in the company by placing that interest into a Trust?

By placing an LLC into a Trust can the members receive their dividends on a monthly, quarterly or yearly basis?

Jonathan R. Roth
Jonathan R. Roth
answered on Apr 25, 2017

Placing an LLC in a trust does not change when the LLC wants to make distributions and that is determined by the Manager and/or the Members of the LLC. The Trust can provide for distribution of funds on a monthly quarterly or annual basis. It depends how it is drafted. The reason to put a LLC in a... View More

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1 Answer | Asked in Employment Law, Business Law and Municipal Law for Massachusetts on
Q: In a restaurant if patio is closed can they still make us came in and fill other positions as if we were on call? Ty
Jonathan R. Roth
Jonathan R. Roth
answered on Apr 19, 2017

An employer has the right to ask a waiter or anyone else to come in to work. The question is whether you are required to go in if you were not scheduled. The fact is that you are not required to go in, but assuming you are an employee at will there is nothing to stop the employer from terminating... View More

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