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How to Start a Business

(This post is part of a series on starting a business. This page will continue to add links as we I add more content.)

COVID-19 is hitting businesses hard and wreaking havoc on the economy. As businesses and their employees are enduring mass layoffs, many are uncertain about what the economy's status will be after this is all over and how long a recession will last. That said, some of the most successful businesses started during or out of a recession. That makes sense as many people see their layoffs as an opportunity to start a new business. Recessions are also a good time for innovation as society has to adapt to new norms.

If you are one of those people, the details and legalities of starting a business may seem daunting. Or you would rather just focus on the business side and let someone else handle the legal details. Regardless, this a primer on the basics of starting a business.

Before You Start: Why Create a Formal Business Entity?

The top reason that you want a corporate entity is to protect yourself from personal liability. The second reason is for tax benefits. Limited Liability Companies (LLCs) and Corporations are not just for big, fancy businesses. They are for everyone (as an aside: don't they say you should 'dress' for the part you want to be?). Instead of being personally liable for your lease, to vendors, or for other expenses and ...
Covid-19 and the SARS-CoV-2 virus have not only wreaked havoc on people's health, but also on businesses. One common question during this difficult time is whether contracts are still enforceable, especially in light of travel restrictions and social distancing measures. Additionally, because many businesses are losing revenue, they are unable to otherwise honor contracts. So can parties break contracts during this time or in other difficult situations?

The first thing for parties to understand is that contracts are still enforceable, even during difficult times. Even if a paying party is no longer able to pay for its service, the party is still bound by the contract (unless they seek bankruptcy protections, which is a different issue). Courts will not look at whether it is difficult for a party to fulfill their obligations, but whether it is practically impossible. Parties must further understand that getting out of a contract is a defense to a breach and not an active reason to claim to leave the contract, unless the contract states otherwise. In other words, the breaching party needs to make the case that the situation meets the criteria of a practical impossibility.

There are two ways that a party can break or breach a contract. The first thing one can do is see if there is an 'Act of God'/'Superior Force' or 'Force Majeure' clause. If no Force Majeure clause exists, there may be other contract principles that can be used as defenses should a party find itself on the defending end of a ...

Dear family, friends, colleagues, and anyone who reads this. I need your help.

The Covid-19 Crisis is a difficult time for all of us. We are either concerned about the health of our loved ones, our livelihood, our children's education, or all of the above. That all said, we should still be vigilant about how our government is going to use its powers to potentially strip the rights of some of our most vulnerable populations. It has happened in the past such as after 9/11 and can happen again.

Although I don't practice special education law, the topic is nevertheless near and dear to me for personal reasons. As a mother to a special needs child, any curbs on rights of our special needs children will impact my own child as well as many others' who I know personally. Further, it's not uncommon for governments to start stripping the rights of our most vulnerable then slowly moving on to other groups.

This is happening now with the proposed Coronavirus Aid, Relief, and Economic Security Act (CARES Act) that directs Secretary DeVos to provide a report on needed waivers under the Individuals with Disabilities Education Act (IDEA) and the Rehabilitation Act of 1973. While every industry is making moves to adjust to these difficult times, our government is proposing, instead, to suspend the rights of one of our most vulnerable populations. Rather, advocates, parents, and school districts can use this as an opportunity, like the rest of the world, to ...

Are Contracts Legally Binding?

As a contract lawyer, many clients ask me if their contracts are legally binding. By definition, if an agreement meets the requirements of a contract, then the contract is legally binding. Further, contracts are legal documents by their nature. So what makes a contract binding and enforceable? And what are some factors that make a contract not binding? Below, I will explain that all for you.

Elements of a Contract

The basic elements of a contract are: 1) offer, 2) acceptance, and 3) consideration. 'Consideration' is that thing that the parties bargain for exchange and distinguishes a mere 'promise' (which is not legally binding) from a contract. For example, if a painter promises to paint your house but then never does, you probably have no legal claim (there are exceptions to this). However, if you pay the painter (the money is consideration) and the painter does not paint, then you have a contract with the painter and the painter breached the binding contract.

At its core, a contract is very simple. It does not necessarily have to be in writing, nor does it need to be written in complicated legalese. There are, however, other important requirements such as 'clear and definite terms' and a 'meeting of the minds' so it's still important to have a well written contract. But having a user-friendly contract is more important than having obscure legalese language.

Things That Can Make Your Contract Partially or Completely


When Do You Negotiate a Contract?

Contract negotiations sound intimidating. Whether you hire a contract negotiation lawyer or negotiate on your own, there are many strategies you can utilize to get the most favorable terms for your contract. However, any contract lawyer will tell you that the negotiation process starts early.

Many clients come to me after having already 'negotiated' their contracts and leaving the legal aspects until the very end. While it is definitely smart to start negotiating early, it is important that all of the parts, including what many view as 'mere' legal technicalities, should be considered very early on. The time to start negotiating your contract is even before you choose who you want to negotiate with. Part of your leverage in the negotiating process is greatly effected by who is on the other side. So negotiating starts with knowing what you want and researching early on the in the game. Here are some important points to consider before you even choose to walk to the negotiating table:

  1. The ultimate goal of a particular negotiation. This takes some introspection. For example, on the surface, you may want to choose a vendor. Although that it is the superficial goal, it is not your ultimate goal. Ultimately in choosing this vendor, are you looking to grow your business? Increase quality control? Tighten your budget?
  2. What you are willing to give and your leverage. We all know that negotiation is both a give and take process. However, it's important to consider what we have