Guarantor not bound by forum selection clause in guaranteed contract – Quebecor v. Harsha Associates

A recent case by a federal court in New York illustrates the importance of choice of law and forum selection clauses in each and every contract or guaranty. In Quebecor v. Harsha Associates (Quebecor World (USA), Inc. v. Harsha Associates, L.L.C.,…

Does a Foreign Corporation Doing Business in New York require a Registered Agent?

A Polish Google search that resulted in a click to my blog asks:  "foreign corp doing business in NY requires registered agent" Here is the belated answer:  Nie New York law does not require a foreign corporation (i.e. a…

Penny-Wise and Pound-Foolish

Q:  All of a sudden, I don't seem to be able to lift my arms and my speech is slurred.  What should I do?A:  There are numerous books and software that can help you diagnose your own medical condition.   A doctor doesn’t…

What your Lawyer needs to know before drafting your LLC Operating Agreement

Aside from the obvious questions such as "what is the name of the entity?", you should think about the following issues before asking your attorney to start drafting your limited liability company operating agreement for your multiple…

Form Contracts

Great line by Lema Korshid on Mindpetals: "The only thing that the form contract comes with besides an “idiot tag” is no guarantees." Read the full article "Form Contracts - Use them at your Own Risk". By the way, I think…

Attorneys Not Allowed to collect Attorneys’ Fees from Clients

Thankfully, a New York court has held that the following provision in a retainer agreement is unenforceable: "If client fails to pay for charges due under this agreement and the law firm takes legal action and is awarded such charges, client…

Do-it-Yourself Legal Resources

I am all for do-it-yourself legal books and websites.  Not because I think that you should actually be your own lawyer, but because I think that an educated client is a good client.  He or she will appreciate the value of an attorney,…

Attorney Ethics and Your Start-Up

Against popular belief, attorneys must actually follow certain rules of ethical conduct.  In New York, these rules are set forth in 22 New York Codes, Rules and Regulations Part 1200. One set of rules requires attorneys to avoid conflicts…

Memorialize that Deal in Writing!

Since I am in the business of memorializing deals for people, my repeated message of "get it in writing" might seem somewhat self-serving.  Thankfully, non-lawyers point it out too:  Lema Korshid on Mindpetals had a post…

Why many Small Businesses still choose an S Corporation over an LLC

If your goal is to limit liability of your business and deduct business losses from your non-business income, your choices for a business entity basically boil down to a New York limited liability company (LLC) or an S corporation (which is…