In my last post I discussed how a designed officer / broker, who places their real estate license with a corporation, is not liable to third parties for failing to supervise the corporations employees as required under the Business and Professions Code. Another argument used by experienced Sacramento and Yolo…
Recently a federal court in Northern California found that a document which one party claimed was a non-binding proposal was really a binding ground lease agreement with purchase options, which resulted in a 16 million dollar damage award. The proposal concerned development of the Santana Row project in San Jose.…
Sometimes a debt may be disputed between the parties. In the early days of my practice I heard stories of people sending a check to their creditor for less then it was due, marked “payment in full” with the hope that the creditor would not notice, cash it and be…
It often happen that creditors and plaintiffs against corporations and LLCs in California find that the corporation has no assets from which to collect. They then want to collect from the individuals behind the entity. A shareholder (or LLC member) may also be liable for the corporation or LLC’s obligations…
I recently wrote about the California Public Benefit Corporations law recently enacted in California. Enacted at the same time was legislation for creating a different type of corporation. Called a flexible purpose, it allows as its name described- joint purposes of profit and public benefit. The standard corporation obligates directors…
California recently enacted Assembly Bill 361, which allows formation of “Benefit Corporations.” Maryland was the first state to enact such a law, California is the sixth. The law allows formation of corporations that have goals other then maximizing profits. In the traditional form, corporation directors have a fiduciary duty to…
A right of first refusal is a preemptive right which gives the right-holder a contract right to buy the asset or real property if the owner decides to sell. It is different than an option because, under an option, the optionee/buyer can require the optionor/seller to sell the property. But…
Tender of performance is a critical concept that only arises in the event of a dispute. The general rule is that to claim the other party is in breach of contract, you have to first tender performance. 1. Tender must be made at the proper time and place. If the…
The California Limited Liability Company (“LLC’) is often used as an entity to limit personal liability in operating a business or holding assets such as real estate. An LLC’s members do not have personal liability for the debts of the LLC, as long as they respect the separateness of the…
The California Board of Equalization (“BOE”) is responsible for collection of sales and use taxes. When you buy a product in California and are charged sales tax, the seller is required to file a return, and pay the tax, to the BOE. Sales taxes are imposed by the state, as…