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Articles Posted in Business Law

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When is it ‘unpracticable’ to continue a partnership? (Corp. Code § 16801(5))

Partnerships are incredibly common business entities that many Californians enter on a regular basis, often to acquire and develop real estate over many years. Unfortunately, many fail to get off the ground, as mismanagement, poor spending, and bickering derail what may have been promising ventures.  In these instances, a single…

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What are the steps to dissolve a partnership (Corp. Code § 16801)?

Partnerships are incredibly common business entities that many Californians enter on a regular basis, often to acquire and develop real estate over many years. But even the most successful arrangements must come to an end. Unfortunately, more often than not, the dissolution procedures “unwind” what may have been a series…

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Are Attorneys’ Fees Available as Contract Damages? (CCP § 3300)

Attorney’s fees are those fees owed by a client to an attorney who performed legal services on behalf of the client. In some cases, a court may order the losing party to pay the attorney’s fees of the other party. Whether attorney’s fees are available as damages depends on the…

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How do you enter judgment on an arbitration award? (CCP § 1285)

If the parties consent to arbitration, they decide to settle their dispute outside the confines and strict procedure of courtrooms. That said, arbitration awards are not automatically court judgments just because they resolve legal claims. On the contrary, arbitration awards are just contracts between parties and are not independently enforceable…

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What is a Joint Venture? (April Enterprises, Inc. v. KTTV (1983) 147 Cal.App.3d 805)

In California, business enterprises can take many forms (LLCs, corporations, partnerships, etc.). But perhaps the most unique is the “joint venture,” a special entity that, more often than not, is imposed by courts as a matter of law. This is because a joint venture is simply an “undertaking by two…

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How do you create a partnership? (Corp. Code § 16101)

The way a business is conducted depends on the entity used to conduct it. There are several entities one can form in order to conduct a business. One common entity used to conduct a business is a partnership. The formalities for creating a partnership are dependent on what type of…

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Is Reverse Veil-Piercing Permitted in California? (Postal Instant Press, Inc. v. Kaswa Corp. (2008) 162 Cal.App.4th 1510)

No. In California, individuals often hide behind “corporations” that consist of a single shareholder. In so doing, they protect themselves from liability by utilizing a corporate form. This can be especially frustrating in lawsuits. Often, a plaintiff will receive a judgment in their favor, only to find the corporation they’ve…

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What is a “rightful” dissociation from a Partnership? (Corp. Code 16601)

General partnerships, and their “joint venture” cousins, are composed of partners seeking to make a profit in a business venture. But things don’t always work out. Often, a once promising endeavor breaks down due to mismanagement and miscommunication. In these situations, partners may feel the urge to get out with…

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Does RUPA apply to joint ventures? (Corp. Code § 16101)

Yes. While joint ventures are a distinct type of business entity, they share many similarities with general partnerships in California. In fact, “the resemblance between a partnership and joint venture is so close that the rights as between adventurers are governed by practically the same rules that govern partners.” (Milton…

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What is a Shareholder Derivative Suit? (Corp. Code § 800)

Shareholder derivative suits are lawsuits that allow and assist shareholders in bringing legal action against the board of directors or officers in a corporate entity for illegal action.  Read on to find out about the relationship between shareholders and derivative suits. What is a shareholder? Shareholders are everyday individuals who…

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