The office address is 1106 Meridian St, Suite 251, Anderson, IN 46016 (follow that link for a map.)
Telephone: 765-641-7906
Fax: 765-374-3811
The best time to reach me by telephone is (usually) after 4:00 pm.
My traditional web page is here.
You may also want to take a look at my Yahoo Local listing here.
Want to know more? I have more information on web page at page for more background. Also I have a Naymz page here:
If you do want to hire, please use my client questionnaire.
Business owners might want to take a look at Business Week's Worthwhile Small Business Technologies. As I am a bit of a computer geek and own a small business, I thought the list interesting even if I am not sure all would be worthwhile for me.
Be prepared for what can go wrong with a business. You start a business with other people. You do not want to think about the business ending but most people do not want to think about their marriage coming to an end, either.
The New York Times published Making the Breakup Much Easier and I think it gives a non-lawyer perspective on business relationships falling apart. For a more lawyerly post on the same subject follow this link.
"When he tried to cash out, they argued that the business had hit hard times and wasn’t worth anything. (Both restaurants have since closed.) Mr. Ayoub, 51, who now owns Fornino, an upscale pizzeria in the Williamsburg section of Brooklyn, said he walked away from the feud with just enough to pay his lawyer."Such tangles and many others can be avoided with a buy-sell agreement — basically a business prenup or a postnup, depending on when owners draw it up. In a buy-sell, partners (the process is the same for corporations and limited liability companies) decide what will happen to their interest in the company if events like death, divorce and personal bankruptcy occur.
A buy-sell can prevent an assortment of evils, like becoming unwilling partners with an owner’s heirs, or leaving a surviving spouse illiquid because the remaining owners refuse to buy the survivor’s inherited shares. By requiring a sale under certain circumstances, known as trigger events, and specifying the terms beforehand, the buy-sell avoids conflict and protects everyone, said Louis A. Mezzullo, author of “An Estate Planner’s Guide to Buy-Sell Agreements for the Closely Held Business.”
The best time to arrange the details, which can require 20 pages or more, is before you begin a venture, said Robert E. Gregg, a lawyer with Squire, Sanders & Dempsey in Tysons Corner, Va. Still, Mr. Gregg, who has worked with many start-ups, said there was generally no harm in waiting six months or so until you’re sure the business is workable. Either way, there are issues to sort out.
The article goes on a bit about the different options for the content of a buy-sell agreement:
What are the payment terms and financing? A lump-sum payout is often associated with life insurance that is used to finance a buyout when an owner dies, Mr. Redd said. You’ll need fewer policies if the company buys a policy for every owner, rather than if they insure one another individually, he said. The alternative is an installment sale, with payments plus interest over a defined period. These arrangements are common in buyouts where the owners don’t anticipate a ready source of cash, which could happen if one owner gets divorced or wants to quit the business, Professor Donaldson said. The legal bill to prepare a buy-sell agreement can cost $2,500 to $15,000, depending on complexity. If your budget is tight, you can rely on the free buy-sell agreement that many life insurance companies offer policy buyers, but it will probably cover only an owner’s death, not other trigger events.
I wonder if the fees quoted are not New York fees instead of Indiana fees, but I agree on what increases the costs. The more complexity wanted and needed by a client means more work and higher fees. However, I (again) say that the buy-sell agreement must be part of the documents creating the business entity - the Limited Liability Company's operating agreement, the corporation's corporate by-laws and so on.
Regardless of how much I say this is not a forum for providing specific legal advice, I still get asked for legal advice. Frankly, the following comes close to being a good general question and does raise an interesting issue:
Do you think it is a conflict of interest for a spouse of one the siblings to be the financial planner for the Mother's Investment portfolio and the Mother and sibling’s Investment LLC?Conflicts of interest cover a very broad swath of intellectual territory. The writer did not provide enough facts to really get a good start into that territory. Details are needed - the kind that come from a conversation and not from e-mail.
Before 2005, I had a consumer bankruptcy practice. I learned to dislike the consumer counseling agencies for promising much and delivering on nothing. Which is why I read The New York Times' Debt Relief Can Cause Headaches of Its Own with interest and quote it at length below.
While I no longer practice on the consumer side of bankruptcy law, I give you this advice: if you have the problems discussed below you need to talk to a bankruptcy attorney to get an accurate estimate of your problems and possible solutions and you need to do it now instead of letting the problem fester.
"What can borrowers do to extricate themselves?"If belt-tightening suffices, one option is a debt management repayment plan in which interest rates, but not balances, are reduced.
Ronald J. Mann, a law professor at Columbia University and a credit expert, describes credit industry practices as intended to enslave borrowers in a “sweat box.” He recommends a Chapter 7 bankruptcy that wipes out most credit card debt.
Many consumers, however, are loath to file for bankruptcy protection, said Mark S. Zuckerberg, a bankruptcy lawyer in Indianapolis. And others may find that they cannot qualify for a Chapter 7.
Then there is debt settlement, when a debtor and creditor agree that payment of a negotiated, reduced balance will be payment in full. Debt settlement generally works best when consumers can offer a lump sum, the experts said. But consumers may face taxes on the amount the creditor has forgiven.
“Done correctly, it can absolutely help people,” said Cyndi Geerdes, an associate professor at the University of Illinois law school who also runs a consumer debt clinic.
Consumers can arrange debt settlement themselves, and many Web sites offer advice. Consumers can also hire a lawyer or use debt settlement companies, many of which advertise online and on television. The experts agree, however, that “buyer beware” is the best advice when considering debt settlement companies.
***
Debt settlement companies are regulated by state attorneys general and the Federal Trade Commission, but they are rarely prosecuted. To improve regulation of this interstate business, the Uniform Law Commission, sponsored by state governments and based in Chicago, is promoting a model law that covers credit counseling and debt management companies. It was in force in four states last year, and an estimated five state legislatures will vote on it this year, said Michael Kerr, the commission’s legislative director.
Indiana remains a hotbed for mortgage foreclosures. If you are facing this problem, take a look at Indiana Foreclosure Prevention Network (IFPN)
The Indiana Foreclosure Prevention Network (IFPN) is a public-private partnership of community-based organizations, government agencies, lenders, realtors, and trade associations that has devised a multi-tiered solution to Indiana’s foreclosure problem. This statewide initiative includes a targeted public awareness campaign, a telephone helpline, an educational website, and a network of local trusted advisors.
Today's Washington Post published Hey, It's Your Funeral. I find it a bit on the lightweight side and a bit on the eccentric side. I cannot imagine many building their own coffins. As a lawyer, I think emphasizing an ethical Will over estate planning and a Last Will and Testament is a bit silly.
The article made two points I cannot quibble (much) over.
"Create an end-of-life planning kit. Include everything personal about you, from the simple (name and Social Security number) to the more complex (your pet's veterinarian, your funeral wishes, whether you want to be an organ donor, the locations of important documents)."Pre-planning the funeral ought to have been by you. Funeral wishes need not be followed. I will repeat that a power of attorney and a healthcare power of attorney are necessary documents. Get them.
Know the legal issues. Understand what is and is not required at the time of death. Your postmortem options depend on where you live. In most states, embalming is not required, and your family need not go through a funeral home. Families can file the death certificate themselves, hold a funeral at home and transport your remains to an appropriate resting spot without intermediaries. This depends on your state's right-to-disposition laws, which govern who is able to deal with your body.
If you have a professional license from Indiana or you want to find to find out about professional licensing in Indiana, you need to know about Indiana's Professional Licensing Agency. Everything from nurses to hairdressers to plumbers to doctors has a licensing board.
The agency has a web page acting as a portal to the board for the specific profession. You can access this page by following this link.
That page includes links to these pages:
On February 8, 20085, the Indiana Court of Appeals decided Lasalle Group, Inc v. Electromation of Delaware County, Inc. (PDF format). Since the contract was between companies of different states and had an arbitration clause, the Federal Arbitration Act applied to the case.
Be wary of contracts with out-of-state companies with arbitration clauses. Indiana statutes conflicting with the federal act will be of no use in protecting you from a bad choice.
I read Key to business longevity: Keep it all in the family from The Indianapolis Star as providing an example of business succession planning - its successes and its need:
Bill Howe, a 75-year-old San Diego-based family-business counselor with SCORE, a nationwide business mentoring agency, said he started or created five businesses in specialties that range from plumbing to signs to water filtration that his children eventually took over.
"One of the things that happens with a business is the founder doesn't know when to get out of the way. They hang on and hang on and hang on. I don't have that problem," he said. "There's the pleasure of your kids taking it over."
Danner has no succession plans for Burford Printing. No heirs are interested.
"That's unfortunate . . . but I want the best for them," he said.
Employer Law Report reviews the same proposed FMLA regulations I noted in Employment Law: FMLA News.
The following contains the general point made in Proposed FMLA Regulations Largely Disappointing for Employers:
"As we reported yesterday, the Department of Labor (DOL) issued new proposed regulations governing enforcement of the Family and Medical Leave Act (FMLA). Although there are some useful new provisions, the changes are largely disappointing for employers who were hoping that the new regulations would offer much-needed clarification and relief from administrative burdens. Despite the disappointment, employers must still take the time to understand the differences between the “old” 1995 regulations and these “new” 2008 proposed regulations. To that end, the most significant changes affecting employers are listed below."
Go on and read the whole list of changes.
Indiana has no state law comparable to the federal Fair Debt Collections Practice Act (FDCPA). Which means if you want to sue a collection agency in Indiana, then you need to know about the FDCPA. The Federal Trade Commission has a FAQ (Frequently Asked Questions) here (which is in PDF format). If you think you have a case in Indiana take a look at this pamphlet and then give me a call.
I do not mention Blawg Review. I probably should. Blawg Review is a weekly roundup of law blogs or law related blogs written by different lawyer bloggers. The Invent Blog concentrates on patents and inventions in Blawg Review #146
From Workforce Blogs - The Business of Management:
"Well, here’s a news flash: It’s not. Office romances have always been part of the equation in any workplace since the dawn of time, and there’s no evidence that the problem has gotten appreciably better or appreciably worse. Yes, sometimes office romances go bad, but as I pointed out last year, the current trend seems to be to not get too worried about co-workers dating."
Hoosier Hysteria has a new outlet? I pass along Taking shot at franchises Fishers’ Fieldhouse hoops venue signs 2 deals, plans many more from the Indianapolis Business Journal without much more comment than these quotes:
"Scott Burton, CEO of The Fieldhouse, said deals have already been signed with franchisees in Merrillville and in Naperville, Ill. The local firm hopes to have up to seven franchise locations open this year, and is in discussions with groups in Atlanta, Austin, Chicago, Dallas and Kansas City. Negotiations are also taking place with potential franchisees in Minneapolis, Orlando, San Diego, Tampa, Toledo and even London, England."Anyone contemplating buying or starting a franchised business needs to take the following to heart:
“There’s a lot more to running the facility than saying, “Build it and they will come,” Burton said. “That makes a great movie, but not a great business model.”
The Federal Register shows a new federal Motor Carrier Safety Regulation being proposed, FR Doc E8-2605:
"SUMMARY: FMCSA announces its decision to renew the exemptions from the vision requirement in the Federal Motor Carrier Safety Regulations for 20 individuals. FMCSA has statutory authority to exempt individuals from the vision requirement if the exemptions granted will not compromise safety. The Agency has concluded that granting these exemption renewals will provide a level of safety that is equivalent to, or greater than, the level of safety maintained without the exemptions for these commercial motor vehicle (CMV) drivers."For more information, click on the link above.
DATES: This decision is effective March 5, 2008. Comments must be
received on or before March 14, 2008.
What is a deceptive act for Indiana's Deceptive Practices Act?
IC 24-5-0.5-3(a) has nineteen (yes, 19) different acts that can be a deceptive practice.
(1) That such subject of a consumer transaction has sponsorship, approval, performance, characteristics, accessories, uses, or benefits it does not have which the supplier knows or should reasonably know it does not have.
(2) That such subject of a consumer transaction is of a particular standard, quality, grade, style, or model, if it is not and if the supplier knows or should reasonably know that it is not.
(3) That such subject of a consumer transaction is new or unused, if it is not and if the supplier knows or should reasonably know that it is not.
(4) That such subject of a consumer transaction will be supplied to the public in greater quantity than the supplier intends or reasonably expects.
(5) That replacement or repair constituting the subject of a consumer transaction is needed, if it is not and if the supplier knows or should reasonably know that it is not.
(6) That a specific price advantage exists as to such subject of a consumer transaction, if it does not and if the supplier knows or should reasonably know that it does not.
(7) That the supplier has a sponsorship, approval, or affiliation in such consumer transaction the supplier does not have, and which the supplier knows or should reasonably know that the supplier does not have.
(8) That such consumer transaction involves or does not involve a warranty, a disclaimer of warranties, or other rights, remedies, or obligations, if the representation is false and if the supplier knows or should reasonably know that the representation is false.
(9) That the consumer will receive a rebate, discount, or other benefit as an inducement for entering into a sale or lease in return for giving the supplier the names of prospective consumers or otherwise helping the supplier to enter into other consumer transactions, if earning the benefit, rebate, or discount is contingent upon the occurrence of an event subsequent to the time the consumer agrees to the purchase or lease.
(10) That the supplier is able to deliver or complete the subject of the consumer transaction within a stated period of time, when the supplier knows or should reasonably know the supplier could not. If no time period has been stated by the supplier, there is a presumption that the supplier has represented that the supplier will deliver or complete the subject of the consumer transaction within a reasonable time, according to the course of dealing or the usage of the trade.
(11) That the consumer will be able to purchase the subject of
the consumer transaction as advertised by the supplier, if the supplier does not intend to sell it.
(12) That the replacement or repair constituting the subject of a consumer transaction can be made by the supplier for the estimate the supplier gives a customer for the replacement or repair, if the specified work is completed and:(A) the cost exceeds the estimate by an amount equal to or greater than ten percent (10%) of the estimate;
(B) the supplier did not obtain written permission from the customer to authorize the supplier to complete the work even if the cost would exceed the amounts specified in clause (A);
(C) the total cost for services and parts for a single transaction is more than seven hundred fifty dollars ($750); and
(D) the supplier knew or reasonably should have known that the cost would exceed the estimate in the amounts specified in clause (A).
(13) That the replacement or repair constituting the subject of a consumer transaction is needed, and that the supplier disposes of the part repaired or replaced earlier than seventy-two (72) hours after both:(A) the customer has been notified that the work has been completed; and
(B) the part repaired or replaced has been made available for examination upon the request of the customer.
(14) Engaging in the replacement or repair of the subject of a consumer transaction if the consumer has not authorized the replacement or repair, and if the supplier knows or should reasonably know that it is not authorized.
(15) The act of misrepresenting the geographic location of the supplier by listing a fictitious business name or an assumed business name (as described in IC 23-15-1) in a local telephone directory if:(A) the name misrepresents the supplier's geographic location;
(B) the listing fails to identify the locality and state of the supplier's business;
(C) calls to the local telephone number are routinely forwarded or otherwise transferred to a supplier's business location that is outside the calling area covered by the local telephone directory; and
(D) the supplier's business location is located in a county that is not contiguous to a county in the calling area covered by the local telephone directory.(16) The act of listing a fictitious business name or assumed business name (as described in IC 23-15-1) in a directory assistance database if:(A) the name misrepresents the supplier's geographic location;(17) That the supplier violated IC 24-3-4 concerning cigarettes for import or export.
(B) calls to the local telephone number are routinely
forwarded or otherwise transferred to a supplier's business location that is outside the local calling area; and
(C) the supplier's business location is located in a county that is not contiguous to a county in the local calling area.(18) That a supplier knowingly sells or resells a product to a consumer if the product has been recalled, whether by the order of a court or a regulatory body, or voluntarily by the manufacturer, distributor, or retailer unless the product has been repaired or modified to correct the defect that was the subject of the recall.
(19) That the supplier violated 47 U.S.C. 227, including any rules or regulations issued under 47 U.S.C. 227.
Jeff Dennis has a column, Lessons from the edge on Canadian Business Online that includes excerpts from his book of the same name. He describes the book as "a chronicle of entrepreneurs who lost or almost lost their companies, and what they learned in the process...."
The third one has relevance for this blog:
"3. Partners — Get it in WritingTo read more on this see my post here and here. And for limited liability companies, see this post.
Partnerships are the area most fraught with danger for entrepreneurs. We take on partners because we require additional skills, contacts or capital. However, partnerships are just like marriages: easy to get into, messy to get out of. As a result, it’s critical to have the commercial equivalent of a prenuptial agreement in place — namely, a partnership or shareholders’ agreement."
Forgoing a shareholders’ agreement is an all too common and critical error made more painful by how easy it is to get one — hire a lawyer to map out a contract that reflects you and your partners’ mutual understanding of the partnership.
Want a scary story? Take a look at High court affirms summary judgment for bank. Adjuster opens bank account and deposits money that ought to have gone to employer. Indiana's Supreme Court says bank owed no duty to employer and therefore no liability against the bank.
What's so important about this? Employee has no assets to repay the money. Employer cannot touch bank for compensation. Employer out all that money (and the attorney fees, too).
I pondered over this case for a while. I had something similar a few years back and I am still trying to collect the judgment. My client got lucky - it had internal procedures for following up on payments. That is about the only solution for this kind of case. Businesses need internal procedures for following up on payments that go through agents and/or employees. Once the barn door is open... good luck getting the money back.
Here comes another example of how an employer can protect themselves from unnecesary lawsuits. Put another way, not protecting yourself makes makes necessary an unnecessary lawsuit. I suggest reading all of The Wage and Hour Class-Action Epidemic but study these points:
1. Conduct an internal audit to determine areas of vulnerability. Because employers bear the burden of proof, they should carefully weigh the benefits and risks associated with the classification of their employees. Employers should frequently conduct audits of their payroll practices and update their classifications to ensure positions are properly classified.This process includes: becoming familiar with the regulations and updates; reviewing all exempt positions to determine if they are properly classified; monitoring work and relevant job descriptions for exempt employees to confirm exempt responsibilities and reclassifying positions if necessary.
2. Implement changes by modifying and utilizing existing resources. Employers can use existing systems to better track hours of work. For example, existing resources such as computer systems and fob-keys can be used to mandate log-in and log-out procedures.
3. Implement ongoing training and education to ensure the laws are understood by employees.
4. Mitigate the potential for misclassification by clearly defining job duties and responsibilities. Clearly defining responsibilities with training and performance evaluations that reiterate the same message are simple ways of guarding against violation.
5. Update record-keeping practices. The successful defense of any class-action lawsuit requires that employers maintain accurate and detailed records and documentation in the event that such records are later needed to refute alleged claims. The more accurate the record-keeping system is, the less chance of being presented with an exaggerated class-action claim for overtime and unpaid wages. Time clocks or other reliable electronic systems may be the best route for an employer wanting to ensure accurate records.
6. Diversify practices. An easy way to defeat claims of class allegation is to demonstrate that your practices vary by individuals and location. You can demonstrate this by drafting job descriptions and performance evaluations that emphasize ability to use discretionary judgment. Additionally, providing local operations discretion to implement certain practices that are specific to that location also creates a record of diverse practices.
The Indiana Law Blog is back: About this blog - More on: Announcement from the ILB editor. My best wishes for Ms. Oddi.
New guide favoring online publishing information but does have some general business information:
- Forming a Business and Getting Online, which covers the practical issues to consider in deciding how to carry on your online publishing activities, including forming a for-profit and nonprofit business entity, choosing an online platform, and dealing with critical legal issues relating to the mechanics of online publishing.
- Dealing with Online Legal Risks, which covers managing your site and reducing your legal risks, finding insurance, finding legal help, and responding to the different kinds of legal threats you may face as a result of your online publishing activities.
While the State of Indiana goes after Robert Nelms for possible fraud regarding cemetery funds (see my post here, here and here), The Indianapolis Business Journal reports others sued the financial services firms, Memory Gardens lawsuit seeks $20M:
An Indianapolis law firm has filed a class-action suit seeking more than $20 million from a pair of financial-services firms it says facilitated the transactions that allowed a New Jersey couple to plunder cemetery trust funds.
Cohen & Malad LLP filed the lawsuit late last month on behalf of thousands of customers of Indianapolis-based Memory Gardens Management Corp., which owns Forest LawnMemory Gardens in Greenwood, Lincoln Memory Gardens in Boone County and other cemeteries. The defendants are the company, New York-based Smith Barney and a Noblesville bank formerly known as Community Trust & Investment Co.
The case is the latest fallout from a massive fraud investigators say was perpetrated by the New Jersey couple, Robert Nelms and Debora Johnson. Marion County prosecutors last month charged Nelms, 39, and Johnson, 48, with nine felony counts each. Investigators say the pair raided $24 million in trust funds that were supposed to maintain cemetery grounds and cover prepaid burials and funerals.
I found this site on Saturday and not had much chance for an in-depth exam but that is because there is a lot here: marketing information, management information, health information, book reviews and videos. BNET.com describes itself as the go-to place for management. They may be right about that. A few other points:
The Indianapolis Star's From grass roots to grocery shelf has some interesting points for businesses and start ups:
Henderson's is a story of a local entrepreneur making the leap to the retailing big leagues. But it's a rarity."The likelihood of being successful with a new product is close to the likelihood of winning Powerball," said Richard Feinberg, a retail professor at Purdue University.Even if the product is a great one, getting a large retailer to see its value is tough. Why? Usually the product's inventor does not have a track record to prove to anyone that what he or she has will make money."The chain does not need to take a chance," said Feinberg. Retail buyers have a tough job that entails quite a bit of trial and error.Feinberg said retailers are looking for a product they haven't seen before that makes them go "wow." A product that fills a need that is not being filled. And a solid business plan to go with the product.It's still not easy narrowing things down. In the course of a week, a retailer might get pitches for hundreds of products. And often there is no rhyme or reason to how retailers sort them. It's really a lot of luck -- and happening to catch a retailer's eye at the right time.
***Entreprenuer.com says that is key to getting onto a retail shelf -- having a product that stands out and fills a need that is unfilled today.And if an inventor gets a product to store shelves, the chance it will be a hit is even smaller, said Feinberg."Ninety percent of all the products that get into the store fail simply because the consumer does not know it, see it, understand if they want it," he said.
You might want to take a look at Nation's Restaurant News.
I generally do not bring up tax issues. Not being an accountant, I avoid getting into the nitty-gritty of tax law. This post still avoids the details of tax law for more general. Indiana's Department of Revenue has the following information for new businesses in Indiana at Register a Business.
If you are starting a new business in Indiana, you may need to register with the Indiana Department of Revenue (IDOR). Registration is required if you will have employees, intend to engage in selling (retail or wholesale) and/or renting/leasing tangible personal property, etc..
****If you indicate on your Business Tax Application (BT-1), that you will be collecting Indiana Gross Retail Sales Tax you will be issued a Registered Retail Merchants Certificate (RRMC). A RRMC must be displayed at each location you intend to collect Indiana Sales Tax and/or issue and receive exemption certificates.
A company that has no employees and simply provides a service may not need to register. If you are unsure, please contact the Department for additional information.
There is separate information for Independent Contractors doing business in Indiana. Please review this information for things you need to be aware of.
Read Find tax breaks for your business before seeing your accountant. You do have an accountant for your business, right?
From what The New York Times' reports, the James Brown estate has problems:
Even The New York Times has trouble not stepping into the luridness of it allMr. Brown’s estate was already the subject of a raft of lawsuits and squabbling involving his children, grandchildren, children whose paternity has been asserted but not yet proved, three wives and a companion who says she was his fourth wife.
Now, a lawsuit filed Tuesday by two court-appointed trustees of his estate accuses his longtime business managers, including a retired judge, of stealing millions of dollars from Mr. Brown. The suit, filed in South Carolina state court, also accuses the law firm of Greenberg Traurig, one of its lawyers, and a South Carolina bank of breach of fiduciary duty, negligence and conspiracy to defraud the legendary soul singer.
With the Internet and tools like this:
Google Apps is a cool way to collaborate on documents with co-workers and share calendars online. But up to now, you've had to go through the hassle of associating Google Apps with your domain if you wanted to have a set of documents and calendars just for you and others at your company. Today Google's launching a free service, Google Apps Team Edition, which lets you set up your company's Google Apps universe just by entering an e-mail address.People soon will have the ability to work anywhere with anyone anywhere. I have only two reservations.
The federal Department of Labor posts the latest update to the Family and Medical Leave Act on its website:
The Family and Medical Leave Act and National Defense Authorization Act for FY 2008:"On January 28, 2008, President Bush signed into law H.R. 4986, the National Defense Authorization Act for FY 2008 (NDAA), Pub. L. 110-181. Among other things, section 585 of the NDAA amends the Family and Medical Leave Act of 1993 (FMLA) to permit a “spouse, son, daughter, parent, or next of kin” to take up to 26 workweeks of leave to care for a “member of the Armed Forces, including a member of the National Guard or Reserves, who is undergoing medical treatment, recuperation, or therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for a serious injury or illness.”"
MoneyCnn.com published an article, Business partners in love Before you and your spouse start a joint venture, protect your finances - and your relationship, on starting a business with one's spouse. I think the article applies to anyone that starts a business. However, I think the articles muddles a bit of the legal issues.
I have a problem with the following paragraph:
You'll also need two legal documents. The first, a partnership agreement, should outline job responsibilities, the amount of profits each of you will take and how you'll handle disputes. Also consider spelling out which of you would have veto power in case you've completely locked horns. The second, a buy-sell agreement, is like a business prenuptial. It should say whether one of you would buy out the other and who would inherit the company in the event of divorce, disability or death.
Finally, make sure that if your business falters, your family's assets aren't on the line. Talk to an accountant about setting up a corporate structure such as an LLC, which will help shield your personal property from creditors if your company fails. Having separate bank accounts and credit cards for home and work will reduce the chance that the IRS will look at your home records if you're audited. Plus, it'll help you keep track of business expenses and income.I had several problems with this paragraph. First, I do not think that choosing a proper business entity for the business should be the last thing. Protecting your personal assets ought to come just after coming up with the business idea. Second, get a lawyer and an accountant - the former for legal issues (like setting up a corporate structure) and the latter for taxes. (For more on this see my post here). Otherwise, a good starting point for starting a business with your spouse or boyfriend or girlfriend. When you finish reading this article, come back here and read my posts under the subject of "start ups". Then give me a call when you need an attorney for your business.
Well, Indiana's Department of Revenue calls Tax Talk a blog even it has no RSS feeds and no comments. So far it has only post, Indiana’s free, online tax return filing service serves up improved bells and whistles:
"Indiana has offered I-File, the fast, friendly and free online state income tax filing service since 1999. That year 6,339 returns were filed using this program; in 2007, more than 96,000 people used it. One reason for this whopping increase has been a huge revamp that was made to the tool in 2006, which transformed I-File from a fill-in-the-blank PDF online form to a jazzy new interactive tool that does most of the thinking for you."
What event acts as the flashpoint for litigating a franchise? Termination. Today, I want to comment on the process of termination.
My experience consists of the relationship between franchisor and franchisee declining till termination is the only alternative. More like the ending of a marriage than some may want to admit, the resulting situation has an emotional component on both sides of the franchisor/franchisee line. Heading off unnecessary litigation may require heeding the emotional state of the parties. On the other hand, the situation may dictate litigation.
Documenting the problems ought to have been the first step of both parties, but most definitely the franchisor's first step.
If not corrected, then go to the franchise agreement. Sending a written notice of the problems is generally the next step. Franchisees need to take heed of this notice.
At this point, both sides need to decide what they want from the business relationship. I think both need to understand one thing about their respective positions:
Just a quick one day for potential franchisors, franchisees and their lawyers:
What is a declaratory judgment suit? I am glad you asked that question as I found a very good description of declaratory judgment suits in Dilution by Blurring's Declaratory Judgment Actions. Here is the question's answer from the article:
I never get to use declaratory judgments very often but they do have their limits - as noted in the article.What is a “declaratory judgment”? A declaratory judgment is a judgment from a court that declares the rights of the parties in a dispute.
When would someone file an action for a declaratory judgment? Typically, a person files a declaratory judgment action when another person threatens them with litigation. In the trademark context, if Apple, for example, threatened to sue BlueAir for trademark infringement and BlueAir does not think that they are infringing Apple’s mark, then BlueAir can file a “dec action” in federal court to have the court determine who’s right as they did in this case.
I have written a few posts on music downloading (such as here) just because I find them to be an interesting confluence of law and business - especially our modern, Internet business. I like using the music business' problem with downloads for explaining that businesses with intellectual property do not sell CD's, or books, or movies. They sell their copyright or patent. Even those selling things like soft drinks or hamburgers have businesses turning on another intellectual property - trademarks.
Which brings me back to Scotland's Sunday Herald and NO BUSINESS IN SHOWBUSINESS?. The articles has lots of interesting bits but here is the conclusion:
If the television and film industry is coping better it is perhaps because unlike with music, they're still dealing in the same discrete bits of entertainment rather than having to deal with the decline of the album and the rise of the individual track.
Forde predicts that there is consolidation on the horizon, as music companies diversify their business models. "Some of the majors stopped calling themselves record companies a while back, and started saying that they were entertainment corporations, which is, I think, a sign of things to come.
"They haven't moved quickly enough for the times, but they're exploring what's out there. They've finally realised that putting out albums is not the be all and end all," he says.
Indiana's Department of Revenue has the tax forms for Indiana's inheritance and fiduciary taxes here: Inheritance Tax and Fiduciary Forms. These are in Adobe's PDF format and some in the fill-in format for PDF. (If you do not have the Adobe Reader, there is a link on the page to Adobe for downloading the software. And get it. You will need it for almost all government forms.
A project for another day: converting the inheritance schedules into a HotDocs template. It is not in the fill-in format and who has a typewriter in their office these days? Not me.
Maybe you knew about metadata (that is, data on data) with digital pictures but I did not. Not until I read Beware of hidden digital camera metadata from Canadian Privacy Law Blog and Authenticating Digital Photographs as Evidence: A Practice Approach Using JPEG Metadata from Law Practice Today. This paragraph from Canadian Privacy Law Blog sets up the problem nicely:
There is no better illustration of the problem than the website created by Tonu Samuel. His site pulls images off the 'net then shows the original thumbnail and the modified image. One image generated by Samuel's site is a very vivid demonstration of why this is an issue: Hidden EXIF thumbnail security problem (may not be safe for work - it shows a young woman in a bikini whose face was obscured but is clearly identifiable in the thumbnail).
In short: Be very careful when you distribute modified digital images.
To make payment more convenient for my clients, I started accepting Mastercard and Visa credit cards on January 28, 2008.
Debtor owning real estate files bankruptcy. Debtor owes property taxes and so real estate put up for a tax sale which freezes out lender. Buyer at tax sale file to quiet title and mortgage company wins at trial level and then at the Indiana Court of Appeals.
Decided on January 31, 2008, ATFH REAL PROPERTY, LLC, v. STEWART (PDF format) has a good description of the process of buying real estate at a tax sale and a warning for buyers of tax sale property.
I found some good advice in Foreclosure 'bargains' may be costly to the unwary from today's Indianapolis Star:
A fast-growing crop of businesses offers to sell lists of bank-owned homes. One of the best known is RealtyTrac, which charges $50 per month (after a seven-day trial) for access to its database of more than 650,000 properties in (or near) foreclosure nationwide.But you don't need to pay for such leads. Banks typically hire real estate agents to put their properties in the multiple listing service. That means any agent who belongs to that MLS can search at no charge for properties that are coded as a foreclosure, pre-foreclosure (as noted by the seller) or a short sale in which the bank agrees to accept less than the full mortgage amount owed.If you plan to make an offer on a foreclosed property, insist on a professional inspection.Also, don't buy a foreclosed home without taking the optional title insurance. That would protect your investment if old liens appear after closing.
The time is coming for home repairs, do not fall victim to. home improvement fraud. Most home improvement contracts fail to meet the requirements of Indiana’s Home Improvement Fraud Statute.
If you contact for any alteration, repair, or other modification of your residential property that costs more than $150.00, then this statute applies to that contract.
The law generally requires:
Adams Drafting blogs about writing legal documents about the same way Michael Jordan played basketball. While reading What the Heck Does “Best Efforts” Mean? , I debated myself about actually doing this blog. I get few lawyers reading this blog and this is a bit too much of "inside baseball" for most laypeople. So why am I writing this post? Because the idea of this blog was not to exclude the public.
If you want to see the complexity of drafting contracts, read Adams' article. For those wanting to understand why lawyers are useful for drafting their contracts:
But whereas some lawyers regard reasonable efforts as a misinterpretation-proof replacement for best efforts, others regard both terms as two points on a spectrum of efforts that a party might be required to expend, ranging from the relatively modest to the extraordinary, the latter being represented by best efforts. This interpretation is facilitated by colloquial use of reasonable to mean “not extreme,” as in She got a reasonable grade on her French test.What difference does this make? Money is my short answer. The difference lies between a contract successfully carrying out the intent of its parties and an unsuccessful one.
I think the problem is that people approach it as an issue to be resolved by case law, whereas I see it first of all as a matter of semantics. What does best efforts mean in general usage? And what are the implications of seeking to have it mean something other than that?
Business.gov - this site call itself the business link to government.
Office of Advocacy U.S. Small Business Administration: sign up for regulatory alerts from the SBA.
Use the SBA publications and newsletters to keep up with what is going on and for Indiana there is this:
| INDIANA BREAK |
| (2,956) The Indiana Business Resource, Education, And Knowledge (BREAK) newsletter provides resources to help small businesses start and grow. |
How do you get out of a partnership? Dissolving the partnership is the first step.
Indiana's partnership statute defines dissolution at IC 23-4-1-29:
The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.What causes a dissolution? IC 23-4-1-31 answers that question.
(1) Without violation of the agreement between the partners:The second step is winding up the partnership and then termination of the partnership. I will follow up articles on those subjects.(a) By the termination of the definite term or particular undertaking specified in the agreement.(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time.
(b) By the express will of any partner when no definite term or particular undertaking is specified.
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking.
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners.
(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership.
(4) By the death of any partner.
(5) By the bankruptcy of any partner or the partnership.
(6) By decree of court under section 32 of this chapter.
The following comes from the United States Copyright Office:
February 11 | Due date for comments on cable systems issues (more) |
| February 22 | Due date for comments on proposed clarifications to regulations governing recordation of notices of termination and related provisions (more) |
| March 24 | Due date for reply comments on proposed clarifications to regulations governing recordation of notices of termination and related provisions (more) |
| March 26 | Due date for reply comments on cable systems issues (more) |
| No. 335 – Dec 21, 2007 | Bill Introduced: Performance Rights Act |
| No. 334 – Dec 19, 2007 | Attention Cable Operators: An Important Notice |
| Bill Introduced: To Make a Technical Correction to Section 119 of Title 17 |
U.S. Copyright Office
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Washington, DC 20559-6000
(202) 707-3000
