BREACH OF CONTRACT
Construction contracts function much like any other contract. If one party fails to perform any part of a written or oral contract without a legitimate legal excuse, they have committed a “breach” of the contract. Breach of contract includes non-performance, late performance, and failure to perform according to the contract terms, incomplete or late payment.
A contract creates certain legal obligations that must be met by the parties who made the agreement. Under the law, one party’s failure to fulfill a material part of the contract, written or oral, without legitimate legal excuse is a “breach” of the contract. Breach of contract can include such things as non-performance, failure to perform on time, failure to perform according to the terms of the contract, plus incomplete or late payments. When there has been a breach of contract, an injured party may sue the breaching party for not only monetary damages, but also may seek equitable relief such as specific performance of the contract by the breaching party.
Business law concerns everything from how to form a business, to rules governing and operating in compliance with laws in the State of Nevada. The laws help protect business owners from liability and consumers from unfair practices such price fixing and monopolies. Business law includes contracts, sales, commercial, administrative, and employment law, property, insurance, wills and estate planning, business organization, and consumer credit protection.
Collections are based on debtor-creditor law and come into play when one party fails to pay a monetary debt to another. Creditors can be grouped into three categories:
- Secured–Creditors’ with a lien against a piece of real or personal property, which must be used to pay creditor’s debt before others. A lien may come from an agreement between the parties, statute or court ruling;
- Priority-Creditors’ with a priority interest who through statutory law, when the debtor becomes insolvent, creditors’ with priority must be paid first; and
- Unsecured – Creditors without a lien priority and are unsecured.
Every state has laws, which vary by state, governing the time in which a person or entity may file a lawsuit to collect a debt. Local laws should be consulted before specific requirements in your area.
A contract is when you have two parties who have made an offer and there has been acceptance of that offer and there has been some consideration exchanged between the parties and there has been mutual assent as to the terms and conditions of the offer. Once you have a contract you need to understand what the terms are and whether your contract is actually enforceable. If a dispute arises, please consult one of our business law attorneys before agreeing to any contract.
During business contract negotiations the parties should avoid entering into a binding agreement until all the elements are clear and agreed upon. Complex negotiations may involve the exchange of letters of intent, which usually attempts to avoid binding agreements. However, some non-binding agreements can in fact be evidence of a contract. Disputes can arise if the parties do not take into account all key factors during their negotiations. At McCullough & Associates, Ltd. we will provide counsel to help protect your interests and assure an equitable contract is agreed upon and enforceable.
Corporate formalities consists of the internal rules created to foster greater transparency of company management and bring the interests of shareholders, members, directors, officers, managers, creditors and employees into alignment. It places checks and balances on a company’s management and board and holds managers and directors accountable for the company’s performance. Corporations or limited liability companies are governed by a set of bylaws or an operating agreement. At McCullough & Associates, Ltd. we have years of experience in drafting a complete set of bylaws, operating agreement, or additional buy/sale agreements, stock purchase agreements, and minutes for either annual or special meetings.
Corporate law is related to commercial and contract law and deals with the formation and operations of corporations. A corporation as well as a limited liability company can be defined as an association of shareholders or members created under law and considered as an artificial person by courts – a legal entity separate from the individuals who comprise it. The law treats a corporation or a limited liability company as a legal person, with standing to sue and be sued, distinct from its stockholders or members. State laws regulate the creation, organization and dissolution of corporations and limited liability companies. A corporation or limited liability company can live on after its founders have left the company.
There are a variety of areas that fall within business and commercial area of law such as:
- Contract negotiations;
- Complex litigation;
- Corporate governess;
- Equipment financing;
- General partnerships;
- Joint ventures;
- Lease issues;
- Limited liability companies;
- Limited partnership;
- Mergers and acquisitions;
- Power of Attorney
- Professional corporations;
- Resident Agent service;
- Security agreements;
- Sole proprietorships;
- Stockholder derivative actions;
- Uniform Commercial Code; and
- Various transactional agreements
Fraud falls under both criminal and civil law. It involves intentional deception or misrepresentation made for personal gain or harm to another. Fraud typically involves the purchase or sale of personal or real property, as well as financial and intellectual property. Fraud generally must be proved by showing a defendant’s actions included five elements:
- A false statement of any material fact;
- Knowledge that the statement was untrue;
- Intent to deceive the alleged victim;
- Justifiable reliance on the statements by the alleged victim; and
- Resulting in injury to the alleged victim.
GENERAL AND LIMITED PARTNERSHIPS
A limited partnership is much like a general partnership with the exception of one or more limited partners along with one or more general partners. A limited partnership requires only one general partner. A general partner has management control and shares the rights, share the profits of the firm and has joint and several liability for the partnership’s debt. A general partner is an agent of the firm and can bind the other partners to contracts with third parties that are in the ordinary course of the partnership’s business. Limited partners are just that, they have a limited
GENERAL COUNSEL SERVICES
Our general counsel clients can draw upon the breadth of experience at McCullough & Associates, Ltd. to handle any legal issues that may arise at your business as it expands and evolves. Our attorneys form close relationships with our clients and serve and protect their interests. Additionally, we offer low cost, reasonable rates as corporate counsel and can set up both yearly and monthly retainer agreements that will also benefit you as a client with lower hourly rates.
A joint venture is very similar to a partnership since the members are co-owners of a business and agree to share profits and losses. The difference is that a joint venture is more limited in both scope and duration, while a partnership normally engages in an ongoing business. For all practical purposes there is no significant extinction between joint venture and a partnership. There are three main elements of joint venture:
- The member must have joint control;
- They must share the profits; and
- Each member must have an ownership interest.
MERGERS AND ACQUISITIONS
Mergers and acquisitions involve the buying, selling, dividing and combining of different businesses and other entities for the purpose of helping and enterprise grow more rapidly without the creation of a subsidiary or joint venture. An acquisition takes place when one company purchases another and establishes itself as a new owner or parent company. From a legal standpoint, the target company in an acquisition that still exists as an independent legal entity, which is controlled by an acquiring company. Mergers differ from acquisitions in how they are financed and by the relative size of the companies. McCullough & Associates, Ltd. has represented clients in numerous mergers and acquisitions and transactions and can provide clear guidance at every step of the process.
The laws in many states allows lenders to repossess items in default. In car purchases the vehicle itself in a loan is the collateral, also cars purchased on credit may be repossessed if the buyer stops making payments. Auto loans can also go into default if the car insurance coverage is not maintained.
The two basic kinds of attorneys in the United States are “transactional” (those who write contracts) and “litigators” (those who go to court). At McCullough & Associates, Ltd. we have both transactional and litigators that can help address any issue that is brought to us.