Category: Business Law

FAQ: What You Should Know About Selling Your Business

Posted on By Jay Young No Comments on FAQ: What You Should Know About Selling Your Business
FAQ: What You Should Know About Selling Your Business
FAQ: What You Should Know About Selling Your Business

Why are you building a business?

In addition to providing yourself employment together with the flexibility, control and responsibility of business ownership, most people build businesses to sell them at a gain in order to retire or to build another business.

How should you document the sale of your business?

There are primary two ways to sell your business. You can sell the assets or you can sell the equity (typically stock, LLC membership interests, or partnership interests).   These are documented quite differently and can have completely different tax benefits to the parties.  Additionally, a question that needs resolved is whether continuing liabilities of the business remain with the seller or become the obligation of buyer (typically documented by an indemnity from seller).

Read More “FAQ: What You Should Know About Selling Your Business” »

Business Law, Corporate Governance, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

Trademarks & Copyrights – An Intellectual Property Primer

Posted on By Jay Young No Comments on Trademarks & Copyrights – An Intellectual Property Primer

Trademarks & Copyrights – An Intellectual Property Primer
Trademarks & Copyrights – An Intellectual Property Primer

Trademark Defined

A trademark is a word, name, symbol, or device that is used to distinguish one’s goods from others’ goods.  A service mark is a mark that is used in the marketing of services rather than goods. The processes for protecting trademarks and service marks are the same, so for simplicity, we will use the term “mark”.

Marks can be protected in three ways: common law use, federal registration, and state registration.  You do not have to register a mark under the common law; rights in a mark can be established by proof of legitimate use of the mark. However, only limited protection is provided under the common law.

Read More “Trademarks & Copyrights – An Intellectual Property Primer” »

Business Law, Intellectual Property, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

Contract Damages in Nevada

Posted on By Jay Young No Comments on Contract Damages in Nevada

The following abstract explains Nevada law on contract damages, and explains how our courts view, determine, and award damages.

EXPECTATION/COMPENSATORY DAMAGES

Expectation/Compensation Damages as the General Goal of Contract Damages.

The general goal of contract damages is to provide compensation for the injured party based on the injured party’s expectation interest.  3 D. Dobbs, Law of Remedies § 12.2(1), at 22 (2d ed. 1993); Restatement (Second) of Contracts § 347cmt. a (2008).  Although there are other remedies available for an injured party in a breach of contract situation, the general and traditional goals of awarding damages in a breach of contract case are aligned with the expectation/compensation remedy. Dobbs, § 12.2(1), at 22.

Read More “Contract Damages in Nevada” »

Business Law, Franchise Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

Elements for a Claim of Slander Per Se

Posted on By Jay Young No Comments on Elements for a Claim of Slander Per Se

In Nevada, the elements for a claim of slander per se are: An alleged defamatory oral statement; That the plaintiff committed a crime, has contracted a loathsome disease, that a woman is unchaste, or an allegation must be one which would tend to injure the plaintiff or his trade, business, profession, or office; and Proximate…

Read More “Elements for a Claim of Slander Per Se” »

Business Law, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

Should I Sign This Letter of Intent?

Posted on By Jay Young No Comments on Should I Sign This Letter of Intent?
Should I Sign This Letter of Intent?
Should I Sign This Letter of Intent?

What is a Letter of Intent?

Letters of Intent (“LOI”) can be very useful in setting forth the basic deal points of a transaction, but if they are construed as binding, the parties may get more (or less) than they bargained for.   Surprisingly, it may not be enough to say only once in a LOI that it is not a binding agreement.

In the famous case of Pennzoil v. Texaco, 729 S.W. 2d 768 (1987), the Texas court held that the LOI in that case contained enough terms that the billion plus dollar deal was enforced despite the fact that the LOI specifically said it was non-binding.  The parties were bound to their short form term sheet instead of a deal that contained bargained for and terms with all of the I’s dotted and T’s crossed.

Read More “Should I Sign This Letter of Intent?” »

Business Law, Corporate Governance, J, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator

Contract Construction and Interpretation by Courts

Posted on By Jay Young No Comments on Contract Construction and Interpretation by Courts

The following abstract explains contract construction rules and how they are interpreted by Nevada courts.

AMBIGUOUS CONTRACT

  • If contract is ambiguous, then it will be construed against drafter. Dickinson v. State, Dept. of Wildlife, 110 Nev. 934, 877 P.2d 1059 (1994);
  • Any ambiguity in insurance contract must be interpreted against drafting party and in favor of insured. Farmers Ins. Grp. v. Stonik, 110 Nev. 64, 867 P.2d 389 (1994);
  • Where two interpretations of contract are possible, court will prefer interpretation which gives meaning to both provisions rather than interpretation which renders one of the provisions meaningless. Quirrion v. Sherman, 109 Nev. 62, 846 P.2d 1051 (1993);
  • Court may look to circumstances surrounding execution of contract and subsequent acts or declarations of parties to interpret unclear contract provisions. Trans Western Leasing Corp. v. Corrao Constr. Co., Inc., 98 Nev. 445, 652 P.2d 1181 (1982);
  • In construing ambiguous contract, court should place itself as nearly as possible in situation of parties. Barringer v. Gunderson, 81 Nev. 288, 402 P.2d 470 (1965);
  • The rule that the construction given to a contract by parties should carry great weight applies only to ambiguous contracts and not to contracts which are clear, certain and definite in their terms. Woods v. Bromley, 69 Nev. 96, 241 P.2d 1103 (1952);
  • Where language used in contract is equivocal or ambiguous, subsequent acts or declarations of parties showing practical construction put upon words may be resorted to for purpose of ascertaining their intention. Woods v. Bromley, 69 Nev. 96, 241 P.2d 1103 (1952).

Read More “Contract Construction and Interpretation by Courts” »

Business Law, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

The Elements for the Claim of Breach of Contract

Posted on By Jay Young No Comments on The Elements for the Claim of Breach of Contract

BREACH OF CONTRACT

In Nevada, the elements for a claim of breach of contract are:

  1. Valid contract (offer, acceptance, consideration) exists between plaintiff and defendant;
  2. Defendant breached the contract or failed to render performance when it became due;
  3. Defendant’s breach or failure of performance was unexcused;
  4. All conditions precedent to defendant’s duty to perform were fulfilled by plaintiff or were excused;
  5. Plaintiff was damaged by the breach;
  6. Causation and damages were a forseeable consequence of a particular breach (causation is an essential element of liability).

Read More “The Elements for the Claim of Breach of Contract” »

Business Law, Franchise Law, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

Contractual Ambiguity or Contra Proferentem, The Ambiguity Doctrine

Posted on By Jay Young No Comments on Contractual Ambiguity or Contra Proferentem, The Ambiguity Doctrine

In Nevada, contractual ambiguity, also known as contra proferentem or the “ambiguity doctrine,” will determine how a court decides a contract dispute.  The doctrine does not apply absent a material ambiguity in the agreement at issue, and where the intent of the parties is impossible to ascertain by resort to the four corners of the document, plus all available extrinsic evidence, including the subsequent conduct of the parties.  Moreover, the doctrine is one of last resort;  it does not apply in cases involving sophisticated parties.

Read More “Contractual Ambiguity or Contra Proferentem, The Ambiguity Doctrine” »

Business Law, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

Elements for a Claim of Intentional Interference with Contractual Relations

Posted on By Jay Young No Comments on Elements for a Claim of Intentional Interference with Contractual Relations

In Nevada, the elements for a claim of intentional interference with contractual relations are: A valid and existing contract between plaintiff and a third party; Defendant had knowledge of the valid contract or had reason to know of its existence; Defendant committed intentional acts intended or designed to disrupt the contractual relationship or to cause…

Read More “Elements for a Claim of Intentional Interference with Contractual Relations” »

Business Law, Employment Law, Franchise Law, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation

What Should You do if You Have Been Sued?

Posted on By Jay Young No Comments on What Should You do if You Have Been Sued?
What Should You do if You Have Been Sued?
What Should You do if You Have Been Sued?

“NOTICE!” YOU HAVE BEEN SUED.”

These are words none of us ever wants to see.  However, lawsuits are almost an inevitable cost of conducting business in today’s environment.  A recent statistic suggests that over 120,000 Nevada businesses were sued last year alone in Nevada Courts.  An old, but unfortunately true adage to keep in mind: “there are only two types of businesses … those that have been sued already and those that will be sued.”  While I am not sure the future is quite that bleak, all professionals should know what their options and responsibilities are once they have been served with a copy of a complaint.  More importantly, you should know what you can do to help avoid suits.

Read More “What Should You do if You Have Been Sued?” »

Business Law, Employment Law, Franchise Law, Jay Young, Top Las Vegas, Nevada Mediator and Arbitrator, Litigation