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Commercial Litigation

When and Why Courts Will Allow Veil Piercing

Brandon M. Schwartz August 12, 2022

VEIL PIERCING IN THE LLC CONTEXT: One trademark feature of the corporate business organization is limited liability for shareholders, in which shareholder liability for the corporation’s contract or tort obligations is generally restricted to the amount of that shareholder’s capital contribution. In this regard, a corporate veil protects shareholders’ personal assets from the reach of the corporation’s creditors. A judge,

Shareholder Oppression – What Is It?

Brandon M. Schwartz August 11, 2022

What Is Shareholder Oppression? What is a shareholder oppression claim in Minnesota, and what options do you have if you find yourself needing to bring or defend such a claim in Washington County or other Courts of our State? Shareholder oppression claims can help remedy a shareholder that has been squeezed out or been the subject of unfairly prejudicial conduct

Minnesota Fiduciary Duties in the Closely Held Corporation Context – What Are They?

Brandon M. Schwartz August 5, 2022

What Fiduciary Duties Are Owed in a Closely Held Corporation? What duties do shareholders in Minnesota owe each other? Breach of fiduciary duty claims is asserted when the shareholder relationship has deteriorated. These claims are often factually intensive. They can also be emotionally taxing if the shareholder relationship started from or grew into a friendship or involves claims between family

Common Breach of Contract Cases

Katherine Stepp July 12, 2022

A common breach of contract case will involve a failure to deliver goods or services as promised; interference with another party’s ability to meet its obligations, or failure to pay another party within a certain time frame. In this article, we’ll go into the different breach of contract cases. 4 Types of Breach of Contract Cases Generally speaking, there are

F@*# You, Pay Me: A Brief Guide to Ohio’s Prompt Payment Act

Grant J. Keating February 8, 2019

Apologies for this article’s salty title, but it is an homage to fictional mob boss Paul Cicero’s business philosophy in Martin Scorsese’s timeless movie, “Goodfellas.” While I would never condone it, it is not hard to understand why some subcontractors fantasize about employing Paulie’s business practices to ensure timely payment. In a world where “pay-when-paid” clauses are the norm, subcontractors

Oral Modification Prohibitions In Tennessee Contracts

Sam Dreiling August 31, 2016

“It is worth noting that the language of an executed and lawful written agreement is important to the determination of the parties intended consent.” It has been long settled in Tennessee that non-written contract modification agreements may be given effect notwithstanding written provisions strictly prohibiting the same. Lancaster v. Ferrell, 397 SW2d 606, 611-612 (2011). During WWI, Tennessee courts followed

Motive & Intent in Breach of Contract Claims

Megan Garrett December 29, 2015

In litigating breach of contract claims, litigants may focus upon a party’s motivation in terminating or allegedly breaching a contract. Plaintiff ’s counsel, hoping to paint the defendant as a bad actor, may want to introduce evidence showing the contract was breached or terminated solely for vindictive or other nefarious reasons. Defense counsel may want to reduce the dispute to

Regulatory Enforcement Actions: A Special Brand of Commercial Litigation

Christopher Parrington October 21, 2015

In today’s world, businesses and their owners need to be prepared for legal threats from various sources. For example, competitors may engage in various conduct to obtain an unfair business advantage. Former employees may attempt to compete directly with their former employer in violation of restrictive covenants. Business owners may have partners that cause more harm than good to the

An Answer to the Intentional Tortfeasor Question

Paul Shakespear June 29, 2015

After years of defending product liability and other tort cases in Nevada, I find Utah’s allocation of fault system refreshing. In Nevada, product liability defendants and some other tort defendants are subject to joint and several liability. Utah product liability defendants, in contrast, are responsible only for their percentage of fault as determined by Utah Code section 78B-5-819. Nevada courts

Commercial Litigation

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