Yellow metal sign.Angelica Bux and her son Duke own a fast-growing, family business Blue Skies Air Conditioning and Heating, LLC in Cotulla Texas. Angelica plans to retire by selling Blue Skies to Duke to fund her retirement.  Their business consultant developed their near-term plan to expand and maximize their business’ value. More recently, their tax and estate planning lawyers outlined an effective tax transition plan and the formation of a Blue Skies’ advisory team to support Duke’s management after the sale. To complete the purchase, should Duke buy the assets or Angelica’s membership interest in the Blue Skies’ limited liability company? Often buyers prefer to purchase the company’s assets, and sellers would rather sell the entire company. Why is that? Does an inter-family sale affect their decision?
Continue Reading Selling Mom’s Business – Asset or Stock Sale?

Defaulting renter with facemask receives letter giving notice of eviction from home on wooden tableDrake Goodman and Patty Palmer lease a studio apartment to Carter Haynes. But Haynes has not paid rent since last May, when the shelter-in-place orders caused his fledging restaurant to go out of business. While sympathetic to Haynes’s plight, the loss of rental income has severely damaged Goodman and Palmer’s own finances, and they are growing increasingly desperate. Can they evict Hayes? Should they?
Continue Reading CDC’s Eviction Moratorium: Legal Limbo for Landlords and Tenants

Great concept of divorce in quarantine due to the 2019 coronavirus pandemic. Face mask cut in half with wedding rings.Jack Bux and his high school sweetheart, Diane, have been married a few years, but the pandemic has taken its toll on their relationship, and they could soon be parting ways. Going into the marriage, Jack had a number of property interests – a home with a mortgage, a retirement account and a small part of the family business – and now he’s concerned that Diane will be able to walk away with half of what he’s been building over the years. Like most Texans, Jack is aware that when it comes to marital property, Texas is a “community property state.” What does this really mean for Jack’s home, retirement account and business?
Continue Reading Texas Community Property Law: An Intro for Business Owners

Entrance of Walt Disney World in Orlando, FloridaUncle Pennybags plans to build a hotel on Marvin Gardens, but to do so, he needs to acquire adjacent properties on Atlantic Avenue, owned by Charles Darrow, and Ventnor Avenue, owned by George Parker. Pennybags knows that if Darrow or Parker knew of his plans, they would demand a higher price for their properties and a still higher price would be demanded by the last lot owner to sell. So Pennybags forms a dummy company called Acme Acquisitions, LLC and appoints his good friend, Lizzie Magie, as its president. Magie approaches Darrow and Parker, who both agree to sell their properties to Acme Acquisitions on favorable terms. After the contracts have been signed, Pennybags announces that he is the true purchaser and that he plans to build his hotel. Furious, Darrow and Parker refuse to consummate the transaction, so Pennybags sues. Are Darrow and Parker out of luck?
Continue Reading Using a Dummy Company Can Be a Smart Business Decision

Ernest “Big Daddy” Bux’s great Auntie Heidi Loper moved to a retirement community when her husband Sam retired years go. A short time later, Sam died. Over the years Heidi’s handyman Don Meetdirts and his wife Ada befriended Heidi. They persuaded her to leave them millions of dollars in cash and other items. Prior Wills would have left Heidi’s property to her family of whom she was very proud – both of the Bux family name and of the assets she and Sam had acquired. When the Wills were changed, Heidi had failing eyesight, deteriorating health and a delicate mental condition. When Big Daddy and the Bux family learned at Auntie Loper’s death that the Meetdirts were the only beneficiaries under the last Will, they asked their favorite attorney if they have a claim of undue influence to deny the Meetdirts any inheritance. Do they?
Continue Reading Grandma Left the Money to Whom? Legal Options for Undue Influence and Changing of Wills

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Wanting to diversify his investments, Ernest “Big Daddy” Bux signed a franchise agreement with GA Fitness last year. Construction by Big Daddy’s contractor Bill Toosuit is scheduled to be completed for in time for an early May grand opening in the new strip center owned and managed by Mawl & Mawl. Last week, in response to the COVID-19 pandemic, the town’s mayor and the state governor prohibited any gathering of more than 10 people and directed that all bars, restaurants and gymnasiums close. Now that gymnasiums are prohibited from opening, Big Daddy’s business is almost certain to fail, and Mawl & Mawl loses a tenant. If Big Daddy stops construction and buys out his current lease obligation, Bill Toosuit loses his construction project and Mawl & Mawl loses a long-term tenant. Can Big Daddy get out of his lease obligations? And his construction contract? Are there other options to get to a win-win?
Continue Reading Can COVID-19 Trigger a Force Majeure Defense?

Woman hangs a card with information about the store closing on a shop window due to the coronavirusWanting to diversify his investments, Ernest “Big Daddy” Bux signed a franchise agreement with GA Fitness last year. Construction by Big Daddy’s contractor Bill Toosuit is scheduled to be completed for in time for an early May grand opening in the new strip center owned and managed by Mawl & Mawl. Last week, in response to the COVID-19 pandemic, the town’s mayor and the state governor prohibited any gathering of more than 10 people and directed that all bars, restaurants and gymnasiums close. Now that gymnasiums are prohibited from opening, Big Daddy’s business is almost certain to fail, and Mawl & Mawl loses a tenant. If Big Daddy stops construction and buys out his current lease obligation, Bill Toosuit loses his construction project and Mawl & Mawl loses a long-term tenant. Can Big Daddy get out of his lease obligations? And his construction contract? Are there other options to get to a win-win?
Continue Reading Can COVID-19 Make a Contract Impossible to Perform?

businessman hands tearing apart money banknote into two peaces. vector illustration in flat designIn this series on defining wins in litigation, we’ve talked about defining the goals and strategies at the outset, clear and open communication, and the benefits of resolving a dispute both financially and reputationally.  The final piece in this series discusses why mitigating the plaintiff’s damage recovery can also be a “win”.  I can speak from experience because I have effectively used this strategy for a client.

Suppose your customer accuses your company of taking certain actions that violated the terms of your contract.  After digging into the contract and some other communications between the parties, it is clear you breached the contract.  It also appears that your employees’ actions violate a statute that allows the customer to recover punitive damages.  The customer claims $500,000 in compensatory damages, and wants another $3 million in punitive damages.  What do you do from a litigation strategy standpoint?
Continue Reading Defining a Win in Litigation: Mitigating Losses

Feedback online or review on computer laptop concept vector illustration, flat cartoon pc with voting hands thumbs gesture and reviews stars, idea of like or dislike symbolsIf your business provides consumer-oriented goods or services, your reputation is very important to you.  When I use the term “consumer-oriented,” I mean goods or services that are primarily used for personal or household purposes.  That is not to say that businesses that do not directly affect consumers are not worried about their reputations.  In fact, they are, because reputation means everything.

Suppose one of your customers claims one of your employees stole an item while they were at the customer’s home making repairs.  You interviewed all of the employees who were at the customer’s home.  None of them saw the item in question.  You speak to the homeowner, and discover that your employees were working in a completely different part of the house than where the homeowner keeps the item.  You looked in the company vehicles and do not see any evidence of the item.  The only thing supporting the customer’s claim is that the customer was not home at the time your employees were there.  The customer files a police report.  Your team cooperates, and the police do not find sufficient evidence to support any charges.  The customer is insistent that your employees took the item, and is threatening to sue.  What do you do?
Continue Reading Defining a Win in Litigation: Saving Reputational Costs

tornado over the house (3d rendering)Henry Gale was having difficulty leasing his modest four-bedroom house in North Dallas. But his fortunes changed when multiple tornadoes blew through the city in late October, damaging multiple nearby homes. Suddenly faced with several offers, Henry doubled his rental rate and signed a twelve-month lease with the Diggs, a family whose home was undergoing a lengthy restoration due to tornado damage. But Henry’s elation turns to despair the next month when the Diggs sue him for “price gouging.” Are dark skies ahead for Henry?
Continue Reading Price Gouging Law in Texas: How it Works and How it Backfires