Virginia Business Law Questions & Answers

Q: What if I purchase a piece of furniture and the merchant proceeds to inform me they the them plus their vendor is out.

1 Answer | Asked in Business Law and Civil Litigation for Virginia on
Answered on Dec 11, 2018
F. Paul Maloof's answer
I am unsure what is your question since the words you used are confusing.

Q: A website policy is dated 2011 yet the most current policy is dated 2017. Which policy takes legal precedence?

1 Answer | Asked in Arbitration / Mediation Law, Business Law and Internet Law for Virginia on
Answered on Nov 24, 2018
Timur Akpinar's answer
It could be difficult for an attorney to answer without reading both policies. You could present both policies to an attorney in your state.

Tim Akpinar

Q: My significant other of nine years are now parting ways. How do we transfer ownership of the business we have together?

1 Answer | Asked in Business Law for Virginia on
Answered on Jul 25, 2018
Timothy R Johnson's answer
I know no one likes this answer because it's exactly what you are trying to avoid...but you need to speak with a business attorney directly. While we can give general advice about what you need to do, there's almost always something unique to your situation that can adversely impact your interests if it is not taken into consideration in a simple forum response.

She might be able to just "sell" her business to you directly where you take over essentially as the sole proprietor. (Though...

Q: want to know if the owner is allowed to hold on to my tips if something is not done right.

1 Answer | Asked in Employment Law and Business Law for Virginia on
Answered on Apr 12, 2018
Timothy R Johnson's answer
Depends on whether he's at least paying you minimum wage ($7.25). If not, then he can get in some big trouble for that scheme, and you may want to consult an employment law attorney. Employment law attorneys don't typically charge consultation fees, and in some cases, may take some cases on a contingency basis so your only risk is lost time.

Q: Is a license/registration required to give a three day Survival Class with one overnight camping required in Virginia?

1 Answer | Asked in Business Law, Education Law, Environmental and Gov & Administrative Law for Virginia on
Answered on Mar 29, 2018
Timothy R Johnson's answer
I can't possibly think of a department or 'professional license' that this would apply to.

If anything, the bigger issue is working out possible areas of liability such as if someone is injured while hiking or while engaged in any of the survivalist activities. You would probably want to create a liability waiver for all participants to be aware of the risks associated with the activity; requirements to follow all of your instructions including not wander off; and explain any critical...

Q: My former business partner refuses to give me the Federal tax returns for the last FY that I was co-owner.

1 Answer | Asked in Contracts and Business Law for Virginia on
Answered on Mar 22, 2018
Timothy R Johnson's answer
The easiest way is to refer to any purchase agreement for the business and see whether there are any terms that can be used for establishing your continuing right to monitor the business's financial health as it relates to the SBA loans. But if the purchase was done via a handshake agreement and cash, it makes things a little tougher.

The next legal document that might confer express rights upon you is the SBA loan itself. If you signed as the guarantor, and your partner did as well an...

Q: I want to open a video gaming cafe that sells fresh, made on the spot pizzas. Is there any law that forbids this?

1 Answer | Asked in Business Law and Business Formation for Virginia on
Answered on Mar 16, 2018
Timothy R Johnson's answer
I don't see anything particularly concerning about this business model. It's just an updated arcade that serves food. As long as you obtain all proper business permits including health permits, and establish appropriate privacy and internet security safeguards, there shouldn't be anything uniquely difficult to deal with related to legal compliance.

The only other issue could be licensing problems if you offer video games that typically expect one user per product.

Q: I have a potential dispute with an water equipment distributor.

2 Answers | Asked in Arbitration / Mediation Law, Business Law and Civil Litigation for Virginia on
Answered on Mar 12, 2018
Timothy R Johnson's answer
At face value, it sounds like you might have some valid claims. But the only way to find out with some real certainty and fully assess your legal options is to consult a business/commercial litigation attorney. Attorneys need to review all the pertinent documents, correspondences, marketing materials, and your own version of events to assess the strength of your case and what issues might be involved. I strongly encourage you to contact a local business/commercial attorney.

Q: In regards to a VA LLC. Can a P.O.A. Be used to represent any individual listed as a partner in the LLC?

1 Answer | Asked in Business Law for Virginia on
Answered on Mar 12, 2018
Timothy R Johnson's answer
The articles of organization and the operating agreement cannot limit the use of the power of attorney for members. If there is no prohibition on a non-member being given the POA to act on behalf of a member's part, it is most likely permissible.

(Va. Code § 13.1-1022. Management of limited liability company. . . . D. Unless otherwise provided in the articles of organization or an operating agreement, the members of a limited liability company have the power and authority to delegate...

Q: VA Non Stock Corp. Can a BOD principal appoint a primary AND a secondary proxy simultaneously? ....in same document?

1 Answer | Asked in Business Law for Virginia on
Answered on Feb 26, 2018
Timothy R Johnson's answer
In theory, sure a director could have alternate proxies based upon availability, but it should very clearly be established in any appointment forms regarding the circumstances when a proxy has the authority to operate on behalf of the principal. I have to stress that it should be VERY clear.

As for your second question, it's a matter of what happens in each vote. If everyone votes in agreement, then of course it's unanimous. If any valid proxy or principal votes against, then it's not...

Q: Virginia Non Stock Corp. Can a BOD director put a non- expiring or maybe an annual proxy in place?

1 Answer | Asked in Business Law and Contracts for Virginia on
Answered on Feb 26, 2018
Timothy R Johnson's answer
The first thing to check is the entity's articles of incorporation and by-laws to see what, if any, restrictions are placed on proxies. Generally, those rules will control the issue.

If there is nothing limiting the use of proxies, then Virginia's Non-stock Corporation Act rules on proxies applies.

A BOD director can put a proxy in place via an appointment form or other statement making clear such appointment. Without an express time limitation on the appointment, the proxy is...

Q: Can a not-for-profit organization exist by just donating all of its profit instead of taking specific actions?

1 Answer | Asked in Business Formation and Business Law for Virginia on
Answered on Feb 21, 2018
Timothy R Johnson's answer
If your question is whether it is legal for a donor non-profit organization to donate any potential "profits" (funds received to be used for the organization's primary service objectives) to donee non-profit organizations, instead of the donor non-profit organization performing activities for their mission, then yes. There are no IRS or other external legal restrictions from letting the non-profit basically funnel monies into other non-profits.

There MAY be internal restrictions,...

Q: I started a Home Inspection business. Do I need to have a Registered Agent?

1 Answer | Asked in Business Formation and Business Law for Virginia on
Answered on Feb 21, 2018
Timothy R Johnson's answer
What's true is that you do require a registered agent. The registered agent can be just about anyone as long as they are designated by you to receive legal paperwork on your company's behalf. Many entity startup businesses (such as LegalZoom and a ton of "Create a S-Corp in 5 Minutes!" companies) provide registered agent services, and will send you notices of anything that they receive on your company's behalf.

You can also elect to be your company's registered agent as well (to save a...

Q: I live in VA and I worked as a consultant for a company in Florida, and they are not paying me for work performed

1 Answer | Asked in Contracts, Business Law and Civil Litigation for Virginia on
Answered on Feb 21, 2018
Timothy R Johnson's answer
It's not a clear-cut answer whether you can sue the company in Virginia because it can depend on what the company's contacts are with Virginia.

What is a safe bet that they can be sued in Florida since they are a Florida company, presumably engaging in business in Florida.

But to be sued in Virginia, they would need to show that they have some meaningful contacts with the state. Your consultancy work, if mostly related to business activities elsewhere other than Virginia, will...

Q: I am married & want to start a business. What can I do to ensure that my wife has no claim on it IF there is a divorce.

1 Answer | Asked in Business Law, Divorce and Family Law for Virginia on
Answered on Feb 13, 2018
Wayne E. Holcomb's answer
About the only way to do that is to have a lawyer write up a Post-Nuptial Agreement for you that you and your wife both endorse. It is a lot like a Pre-Nupt, but after the marriage. If you were to use separate money, and keep it all separate, including the work, that might also work for your purpose, but then if there was a challenge during a divorce, you'd have to work to prove all that. The Post-Nupt would be the best path in my opinion.

Q: What can I do if a recall has left my car undrivable for 5 months?

1 Answer | Asked in Personal Injury, Products Liability, Business Law and Lemon Law for Virginia on
Answered on Dec 19, 2017
Peter Munsing's answer
Contact the Center for Automotive Safety, see if there is any class action or bad faith action for such conduct--they should,at a minimum, authorize a rental.

Q: I am dealing with a company that I believe is/was false advertising. If I explain more could anyone help?

1 Answer | Asked in Business Law, Consumer Law and Small Claims for Virginia on
Answered on Nov 26, 2017
Robert R Weed's answer
The Virginia Consumer Protection law is a false advertising law. It gives you the right to triple your money back PLUS legal fees. You can read more about that law, here. https://law.lis.virginia.gov/vacodepopularnames/virginia-consumer-protection-act/.

One place to look for lawyers who do that kind of work is the National Association of Consumer Advocates, here. http://www.consumeradvocates.org/find-an-attorney

Q: Is a "bank guarantee" necessary to sell a bar of gold in Ghana?

2 Answers | Asked in Banking, Business Law, Consumer Law and International Law for Virginia on
Answered on Nov 20, 2017
Richard Sternberg's answer
She would be wise to consult a lawyer in Ghana before proceedings. May countries have at many times in history restricted the sale of gold, both to currency security and for fraud prevention. It is not at all unimaginable that Ghana retains such a legal structure. She might prefer to sell the gold in places like the US, were no guarantee is required. She is required to report any transaction(s) in gold with a value in excess of $10,000, including importing or exporting from the country. Once...

Q: false or inarticulate information on your background check by chekr

2 Answers | Asked in Consumer Law, Employment Law and Business Law for Virginia on
Answered on Oct 11, 2017
Anthony Rocco Pecora Esq's answer
If Chekr is considered a consumer reporting agency it has obligations under the Fair Credit Reporting Act (FCRA) to have reasonable procedures in place to assure maximum possible accuracy of the information reported. Simply put, it should have algorithms or other "If then" formulas in place to make sure the information reported is really about you. You may have a claim against Chekr. You are likely not to have a claim against UBER if you are considered an independent contractor. Did you...

Q: Can a contract signed by a canceled LLC be set aside as an invalid transaction?

1 Answer | Asked in Business Law, Contracts and Consumer Law for Virginia on
Answered on Aug 21, 2017
John Andrew Maghamez's answer
Yes they can. An LLC must be considered active with the SCC to be able to conduct transactions.

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