Michigan Business Law Questions & Answers

Q: How to update LLC operational agreement to reflect change of ownership.

1 Answer | Asked in Contracts and Business Law for Michigan on
Answered on Jul 27, 2017

If you are confident in your ability to use the language and in the simplicity of the legal issues, do it yourself. But an attorney who has seen none of the documents and has not had the opportunity to ask questions cannot confidently draft some clauses to be carried off by you. This may well be simple, but you should probably consult an attorney.
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Q: I have people that were hired as a delivery truck driver to deliver my goods but they are not authorized to accept

1 Answer | Asked in Business Law for Michigan on
Answered on Apr 21, 2017

This is a question of "ostensible agency". The issue is whether you caused the customer to believe that the driver was authorized to accept payment (that the driver was your agent for the purpose of payment), or, conversely, whether you adequately informed the customer that the driver was not authorized to accept payment (if the customer makes the case that his belief in the driver's authority was reasonable). There may be case law that suggests an answer, but ultimately it will depend upon...
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Q: If I have a delivery company contracted to deliver my goods and pay them upfront and then they don't deliver, can i

1 Answer | Asked in Business Law for Michigan on
Answered on Apr 21, 2017

Remedies for breach of contract include a claim for damages. This format does not allow for a primer on contract law. You should consult with an attorney to identify the remedy available, how much might be recovered, whether the defendant is collectable (i.e. whether you can collect on any eventual judgment), what court you should sue in, and, first of all, whether the dispute can be resolved without having to go to court.
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Q: If a company is concerned about competitors from imitating their logo and thereby misleading customers, how can they

1 Answer | Asked in Business Law for Michigan on
Answered on Apr 19, 2017

A logo can be protected as a trademark. Federal registration gives greater protection, but even an unregistered trademark can be protected. An infringement is usually dealt with first by a "cease and desist" letter which notifies the infringer of its improper use of the logo. If that does not work, a lawsuit can be brought. This is only a superficial explanation. There are attorneys who specialize in this type of matter -- they generally call the specialty "intellectual property", which...
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Q: Can a company prevent its employees from revealing its customer list, pricing policies, &other confidential information

1 Answer | Asked in Business Law and Employment Law for Michigan on
Answered on Apr 19, 2017

Yes. The best way for a company to do this is to enter into written agreements with its employees. In the absence of a written agreement, it may be possible for an employer or former employer to legally enforce an employee's or former employee's obligation to not misappropriate property such as a customer list.
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Q: I have an MI LLC thats two years old with no activity or sales. received a letter that I owe $29k. What do I do!?

2 Answers | Asked in Tax Law and Business Law for Michigan on
Answered on Mar 24, 2017

If the debt is owed by the LLC and not you personally, I assume that the LLC will not pay it. The creditor might assert a theory for your personal liability and seek to collect from you. I would need more information in order to assess the possible outcomes. If this is a tax bill as the category of your question indicates, there may be personal liability. Your question indicates that you "never did anything with it", but with a bill for $29k there must be a creditor who disagrees.
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Q: What can I do about a company who is charging me for services I never connected to and I threw away my paperwork.

1 Answer | Asked in Business Law, Civil Litigation and Consumer Law for Michigan on
Answered on Mar 23, 2017

Respond to AT&T by informing them that you dispute the debt and want to see evidence that you owe it. They should provide this because if they sue they will need to prove that you entered into a contract with them for services. If they do sue, you can dispute that you owe the money, but if they can prove the existence of a contract, your breach of the contract, and their entitlement to damages for breach of the contract, they may obtain a judgment against you.
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Q: my husband is part owner of LLC. God forbid, If something should happen to him, would i be entitled to his share?

1 Answer | Asked in Business Law for Michigan on
Answered on Mar 19, 2017

Probably. It depends upon 1) whether he owns his membership imterest jointly with another person; 2) his estate plan; and 3) the terms of the operating agreement (such as whether there's a buy-sell provision. You have not provided enough information to enable me to answer definitively.
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Q: Real Estate Michigan

1 Answer | Asked in Business Law, Contracts and Real Estate Law for Michigan on
Answered on Mar 2, 2017

Whether or not you get a 'receipt' or a statement really isn't relevant. Are the checks being cashed in such a way you can show they were negotiated? Is there a deed in escrow somewhere so that when you are done paying you will be easily able to get the deed recorded?

It sounds like you should bring ALL the paperwork and facts of the situation to a local real estate attorney to review so you know what is likely to happen and insure things are progressing properly.

-- This...
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Q: Our business vendor company contacted a debt collector and sued our Michigan based LLC in 2011 and garnished our bank a

1 Answer | Asked in Business Law for Michigan on
Answered on Feb 16, 2017

Presumably the LLC with a judgment against it is not "safe". But don't assume that your business can be protected by starting a new LLC like a snake shedding its skin.
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Q: I am a Member of a 2 member LLC, i am looking to buy out my partner with business funds. Is this legal? in Michigan

1 Answer | Asked in Business Formation and Business Law for Michigan on
Answered on Feb 6, 2017

All of that is possible, since an LLC is essentially a partnership in corporate form providing limitations on the personal liability of the members. Even a simple bill of sale would be sufficient documentation. The tax impact depends on the other member's "capital account," as for tax purposes all revenues/distributions from an LLC are taxed at the personal level, but are based on the LLC's accounting, which is not necessarily the same as cash/value received. On that issue, the other member...
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Q: I have an initial investor for my company. We agreed on a higher percentage share in the company for his investment...

1 Answer | Asked in Business Law for Michigan on
Answered on Jul 25, 2015

Securities laws are complicated. It's not a DIY project. Talk to an experienced local securities lawyer.

Please Take Notice: I am not your lawyer unless we enter into an engagement agreement in writing. This is general information that is given for legal education only. It is not legal advice, and it may not work for your specific situation. It is impossible to evaluate a legal problem without a comprehensive consultation and review of all the relevant facts and documents. I...

Q: Michigan legal definition of paralegal

1 Answer | Asked in Business Law for Michigan on
Answered on Nov 30, 2013

Article 1, Section 6 of the Bylaws of the State Bar of Michigan:

Any person currently employed or retained by a lawyer, law office, governmental agency or other entity engaged in the practice of law, in a capacity or function which involves the performance under the direction and supervision of an attorney of specifically delegated substantive legal work, which work, for the most part, requires a sufficient knowledge of legal concepts such that, absent that legal assistant, the attorney...

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