Shareholder oppression is when shareholders that are in control of a company engage in conduct that is unfair to shareholders who are not in control. The same applies to members of a limited liability company (LLC) or partners in a partnership. One of the most common oppression tactics is to with...
North Dakota shareholders have substantial rights if they are oppressed.
Is Your Business Ownership Interest Documented? It Better Be. Forming a business entity has become incredibly easy nowadays. At the Minnesota Secretary of State's Office, all it takes is 5 minutes filling out a one-page form and a filing fee. The form is called Articles of Organization for an LL...
A newly released decision by the Minnesota Court of Appeals is another reminder that litigants cannot even count on the appeals process to get things right. See Gates, et al. v. Macken, et al., Court of Appeals Case No. A15-1289 (May 9, 2016) (“Gates v. Macken”). In Gates v. Macken, Mr. Gates an...
The claim of "tortious interference with economic advantage" is actionable in Minnesota but often hard to prove.
How to be a success in life.
Shareholders in a corporation need to take steps to minimize their potential risk from creditors or outside claimants.
One should consider the risks before signing a personal guaranty where other borrowers or investors are involved.
Although most attorneys litigate business dispute cases on an hourly rate with retainers paid up front, some attorneys, in the right instance, may be willing to litigate the case on a contingency basis.
If you are being sued in a civil lawsuit, it is in your best interests to seek the advice of an experienced trial lawyer in that particular area of law to defend you.
Officers and directors who handle the dissolution of their companies should use extreme caution about making distributions while claims remain pending against the company.
Although arbitrations are normally faster and less expensive than district court cases, they do not always guarantee a quick and fair outcome.
A recent Minnesota Court of Appeals decision reinforces the importance of agreements among shareholders.
Minnesota's new LLC statute to go into effect on August 1, 2015. Minn. Stat. §332C.01 et seq. will cover all LLCs formed after August 1st.
Cause and motives are important considerations before bringing a tortious interference claim.
When it comes to tortious interference, you can rely on advice of counsel, but only if you are candid about the circumstances.
Many closely-held companies operating out of Minnesota are chartered under Delaware law which does not have a statute that directly addresses shareholder oppression issues. Companies find it advantageous to organize under Delaware law so as to limit shareholder oppression claims.
Written contracts help to avoid uncertainty. If, however, the language in a contract is ambiguous and a dispute arises over that contract, the courts may consider outside evidence to determine the parties' intent, which may not always be in your favor.
Do not ignore the limitations of liability clauses in a contract!
GET IT IN WRITING - As they could not produce an executed copy of the lease agreement they had with their daughter and her then husband, a North Dakota couple may lose their home following the fall out of their daughter's divorce. The North Dakota Supreme Court reversed the District Court's decision and deemed the agreement invalid.
To protect yourself in business transactions, one must conduct proper due diligence as there is no real duty for disclosure from the seller.
"Account stated" occurs when one receives services without a written agreement then protests the invoicing and/or cost of the services.
Steps on how to avoid the cost of litigation and lawyers: listen, be respectful and seek to avoid conflict; get a level-headed outside opinion before it's too late; swallow your pride; and focus on what you're good at. Litigation can be a big waste of money.
Undocumented agreements regarding ownership amongst business partners will most likely not be binding. It is important to memorialize shareholders' agreements in writing.
The economic loss doctrine bars parties to a contract from bringing tort claims for purely economic losses related to their contractual relationship. This doctrine is "alive and well" in North Dakota.
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