Business Litigation and Transactions
In the absence of a partnership agreement to the contrary, a partner who departs an ongoing partnership is entitled to have the partnership buy out his or her interest. In Rappaport v. Gelfand, the California court of appeal rejected an argument that the value of a partner’s interest should be determined by assuming a one… read more
Occasionally a court decision seems so obvious that it is difficult to understand why the issue was disputed. In Corrales v. Corrales, the California Court of Appeal held that a partnership cannot exist without two or more partners. This common sense conclusion has an important effect on the rights of former partners. Under the California… read more
Courts are often asked to determine whether certain rights that clearly apply to individuals also apply to entities (corporations, limited liability companies, etc.) In a recent decision, Federal Communications Commission v. AT&T, the United States Supreme Court determined that personal privacy protections contained in the Freedom of Information Act do not apply to corporations.
Many contracts contain a provision requiring arbitration of disputes arising from the contract. Arbitration is resolution of a dispute by one or more private decision makers (arbitrators). Decision makers are frequently, but not always, former judges. With some limited exceptions, the arbitrator’s compensation is divided equally between the parties. When a party to an arbitration… read more
A bankruptcy petition results in an immediate order staying all actions against the debtor and the debtor’s property. The purpose of the stay is to allow the debtor relief from collection efforts and to permit the orderly disposition of the debtor’s estate.
California law requires employers to provide at least a 30 minute meal break to employees working a shift longer than 10 hours. An employee working longer than 10 hours is entitled to a second 30 minute meal break. Further, employers are generally required to provide employees with a 10 minute rest break for every four… read more
Many employers require their employees to sign an employment agreement that provides for binding arbitration of claims arising from the employment. While such clauses are generally enforceable, courts will not enforce arbitration clauses that are deemed to be unconscionable. For example, in a recent case, the court refused to
California law permits local governments to favor some types of businesses over others. For example, in Madain v. City of Stanton, a city ordinance prohibited adult-oriented businesses from operating within 300 feet of “sensitive uses,” including churches. Local governments may not, however, manipulate the permit application system to allow preferred uses to gain priority over… read more
Under California corporations law, a corporate director generally has an absolute right to inspect the corporation’s books and records. In Wolf v. CDS Devco, the California Court of Appeal held that a trial court properly declined to enforce a director’s demand for inspection where the director’s term expired after the demand for inspection.
Bankruptcy law imposes certain limitations on a debtor’s ability to obtain a discharge of the debtor’s debts. One limitation is the debtor’s obligation to accurately and completely disclose the debtor’s finances in the schedules that are required as part of any bankruptcy filing. When a debtor knowingly submits incomplete or otherwise inaccurate schedules, the court… read more