Oregon Business Law Questions & Answers

Q: Hi, this question is regarding member capital contributions vs profit distributions and what is profit? (In Oregon).

2 Answers | Asked in Business Formation and Business Law for Oregon on
Answered on Apr 20, 2019
Daniel DiCicco's answer
You need an operating agreement to define these terms immediately. Without an agreement, you have no good way to resolve disputes, add or remove members, track profit shares, etc.

You need everyone to come together on this. Frankly you should not be investing money into any company where your rights to the money and profits are not clearly defined in a written document.

Q: Simple JV agreement? or not.

1 Answer | Asked in Business Law and Contracts for Oregon on
Answered on Apr 4, 2019
Daniel DiCicco's answer
I don't think you have a simple option. Let's put it like this - when a real possibility exists that an investor's entire investment can evaporate, and then that eventuality comes to pass - people get mad. They start thinking of where things went wrong and while they may have seemed cool with it up front, when they still had all of their money, they may not be feeling so cool and calm about it after the fact.

This is where a proper, well-thought-out contract comes into play. What...

Q: Can I legally use a personal type (non-business) bank account to pay my business bills and make deposits into?

2 Answers | Asked in Banking and Business Law for Oregon on
Answered on Apr 3, 2019
Daniel DiCicco's answer
There is no legal requirement per se. Do you have a legal business entity like an LLC? If you do have an LLC then and you have concerns that perhaps one day you could be involved in a law suit, then I would want to keep my personal and business funds separate.

However, if you're just running a mom-n-pop business, then you can do whatever you want. There's no law saying you need a certain type of bank account.

Q: What contract should I use for a group of individuals and LLC's together, investing in a 1 time Joint Venture project?

2 Answers | Asked in Contracts and Business Law for Oregon on
Answered on Apr 1, 2019
Daniel DiCicco's answer
You absolutely need to involve an attorney in this process and get a custom contract together. There is no off-the-shelf solution to this kind of arrangement. The greater the risk and the more complicated the arrangement, the more you will need a custom solution for your legal infrastructure. Something else you need to consider is that raising money for a venture is full of pitfalls and potential gotchas.

The way to move forward is to create a business entity that makes sense for the...

Q: I need help in regards to filing a lien on a construction project or write up a demand of payment letter

1 Answer | Asked in Civil Litigation, Construction Law, Business Formation and Business Law for Oregon on
Answered on Jan 29, 2019
Daniel DiCicco's answer
Sounds like you will need to sue them. I doubt a letter alone is going to dislodge $100k from someone. You need a real threat. Give me a ring and I can look at it with you.

Q: Is it possible for an Oregon non-profit corporation to have "non-voting Board members"?

1 Answer | Asked in Business Law for Oregon on
Answered on Jan 2, 2019
Daniel DiCicco's answer
This is an interesting question and you may find answers in the corporate documents. It is not uncommon for corporate boards to have various adviser and counselor roles that don't have voting rights. It might be that they are generalizing by saying "non-voting board members" when they mean something specific like an adviser. If you have access to or rights to access the corporate bylaws, then you'll likely find your answers there.

Q: Is it legal for a company to mandate you stay on the premises when you are clocked out and not on standby?

2 Answers | Asked in Business Law and Employment Law for Oregon on
Answered on Nov 12, 2018
Mr. Michael O. Stevens' answer
While there are sometimes exceptions in federal law to home healthcare, which I'm not sure if there are in this instance, usually if someone is required to be at work they have to be paid. Contact BOLI.


2 Answers | Asked in Business Law and Landlord - Tenant for Oregon on
Answered on Oct 30, 2018
Gregory L Abbott's answer
Assuming you are on a month to month tenancy, they cannot raise your rent during the first year of that tenancy at all. Thereafter rent can only be raised with at least 90 days advanced notice. That said, they can raise the rent any amount they wish - your remedy is to simply give notice and move elsewhere if you do not want to pay it. If the landlord can't find anyone new to pay it, it either sits vacant or they drop the rent until they do find someone willing to pay it.

Q: I am sub leasing a shop. Everytime i turn around something is changing and going against the contract.

1 Answer | Asked in Contracts, Business Law, Landlord - Tenant and Small Claims for Oregon on
Answered on Oct 15, 2018
Mr. Michael O. Stevens' answer
Not entirely certain if you are sub leasing to them, or you are sub leasing from them. If you are sub leasing to them, you are the landlord, and you can sent notices of deficiencies or a for cause eviction if they are violating the lease.

If it is the other way around, review the lease and see if your landlord has violated any terms you can use as leverage to get out of the lease.

Lastly, just remember that this is a commercial lease, so the landlord-tenant laws do not apply.

Q: I'm an hourly full time employee. Can an employer change your 8 hour work day to a 12 hour work day without notice?

1 Answer | Asked in Employment Law and Business Law for Oregon on
Answered on Aug 6, 2018
Mr. Michael O. Stevens' answer
Well, if you mean without advanced notice, generally speaking they can. The fact is, they told you at some point, otherwise you would have left after 8 hours.

The exception would be if the new predictive scheduling law applies to you, but it only applies to some employers: https://www.oregon.gov/boli/TA/Pages/Predictive-Employee-Scheduling.aspx

Q: Can I sue a company for lost wages who recruited me and then went bankrupt 3 months later due to hidden money issues?

2 Answers | Asked in Business Law, Civil Litigation, Contracts and Employment Law for Oregon on
Answered on May 11, 2018
Mr. Michael O. Stevens' answer
You could certainly try, but given they are bankrupt it may be a pointless effort since they have no money.

Q: Does my LLC have to be the persona my online retail store operates as?

1 Answer | Asked in Business Formation and Business Law for Oregon on
Answered on May 8, 2018
Benton R Patterson III's answer
A business name does not have to match the name of a website it owns. It is fairly common for a business to own internet properties of a different name. It is likely fine to use the name doctor as part of a longer website name, so long as you do not do anything to suggest or cause confusion as to whether you are an actual doctor or are qualified to give out medical advice. If your business takes hold, you should consider protecting its trademark rights.

Q: Is it illegal to walk out of a nail salon without paying if you received terrible or incomplete service

1 Answer | Asked in Business Law, Civil Litigation, Criminal Law and Arbitration / Mediation Law for Oregon on
Answered on Feb 12, 2018
Joanne Reisman's answer
You got some service so you should at least offer to pay for the part of the service you got.

Q: Does an LLC "own" works created by its members by default? Or does it only own what is explicitly put in its ownership?

1 Answer | Asked in Business Law, Intellectual Property and Contracts for Oregon on
Answered on Feb 6, 2018
Benton R Patterson III's answer
An attorney would need to review all the facts to answer this question, most importantly, the LLC operating agreement. It is possible there could be joint ownership of the property by the members, if not through the LLC, then through a general partnership created by law as a result of the collaborative nature of the project. The fact that certain property is not in the name of the LLC does not necessarily mean that the property is not jointly owned. For projects like this, typically the...

Q: Can my accountant “gift” assets from my portion of a family LLC to other members without my written consent?

1 Answer | Asked in Estate Planning and Business Law for Oregon on
Answered on Jan 28, 2018
Joanne Reisman's answer
You are describing a complex situation that has written documents that need to be reviewed before anyone can answer your question. There are also potential tax issues that may require the expertise of a tax specialist. It just isn't realistic to post a couple of sentences on a website for this type of problem and expect to get sound legal advice. I do understand that you are focused on the issue of what you did and didn't give permission for, but there could be other legal issues that need...

Q: Must I collect sales tax from customers if my business is registered in Nevada, but manufactures and sells from Oregon?

1 Answer | Asked in Business Law for Oregon on
Answered on Nov 29, 2017
Joanne Reisman's answer
This is a tax question, not a business law question. I suggest you hire a good CPA and ask them what tax issues you need to worry about with your current business set up. You can also ask what steps you can take to minimize your taxes.

Q: My mortgage company pulled out our payment two weeks early. Which has wiped out my bank account. What do I do?

1 Answer | Asked in Business Law and Consumer Law for Oregon on
Answered on Aug 16, 2017
Joanne Reisman's answer
Talk to your bank and do damage control. Talk to your lender and find out why they didn't what they did. I would stop autopay so this can't happen anymore if that is an option. Talk to anyone that you needed to pay and can't and explain the situation. Most creditors are nice if you ask nicely and explain the problem. Ask them to waive any late fees or finance charges. It is time consuming but they usually will wave these. If you are able, apply for a low interest home mortgage equity line...

Q: Hobby Lobby selling my art without permission

3 Answers | Asked in Business Law and Copyright for Oregon on
Answered on Aug 10, 2017
Mr. Michael O. Stevens' answer
You do have some recourse. If you registered your images with the Copyright Office you have better options, but at the least you could send a take down letter/cease and desist letter.

Q: When I was hired on by a company I had to sign a non compete contract June 15 2016. The restriction is for two years.

1 Answer | Asked in Business Formation, Business Law, Contracts and Employment Law for Oregon on
Answered on Jul 27, 2017
Joanne Reisman's answer
I don't know what new law you are talking about. Do you have a citation for it?

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