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Monthly Archives: March 2018

When you may be Personally Liable for LLC or Corporate Debt

One of the main benefits to forming a limited liability company or corporation is that the owners of the company are usually not personally responsible for the debts of the busness. There are exceptions to this general rule. First and foremost, if there is a personal guarantee for a business debt, then the personal guarantor […]

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Corporate Derivative Shareholder Claims, Beneficiary Trust Claims

With corporations, the directors and officers manage the corporation for the benefit of the shareholders. With trusts, the trustees manage the trust for the benefit of the beneficiaries. When a corporate officer/director commits a wrong against the corporation, or causes another injury to the corporation, a shareholder can bring a derivative on behalf of the […]

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Compulsory Counterclaims

A common defense manuever in civil litigation is to file a counterclaim against the plaintiff. Practically, it may put the plaintiff on the back foot with now having to defend a suit and strategically exposes them to potential unanticipated risk/liabilities. Legally, it is sometimes necessary for a defendant to file the counterclaim under the compulsory […]

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Conversion, Cash

Conversion is the unauthorized assumption of the right of ownership over the personal property of another to the exclusion of the owner’s rights. Hunt v. Estate of Hunt, 348 S.W.3d 103, 113 (Mo. Ct. App. 2011). It may be shown in three ways: (1) tortious taking; (2) any use or appropriation to the use of […]

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Independent Contractor versus Employee

The distinction between an independent contractor and employee is not always clear. Legally, it is important for at least two reasons: first, an employer is usually not responsible for any FICA or unemployment taxes for compensation paid to an independent contractor; and, second, an employer is generally not vicariously liable for wrongs committed by an […]

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Corporate Continuation, Asset/Equity Sales

Businesses often re-organize and suffle around their legal structure. This can result in a shuffling around of legal liabilities. Generally, when a business sells or transfers its assets to another business, the latter is not responsible for the debts and liabilities of the former. Brockman v. O’Neill, 565 S.W.2d 796, 798 (Mo. Ct. App. 1978). […]

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Trusts, Principal Place of Administration

Trust litigation can often involve interstate disputes as to what state and county should hear and entertain the litigation. This is because trusts will often involve family members, trustees and beneficiaries who reside in different states. Many states have adopted the Uniform Trust Code as a means of providing more consistent laws on how trusts […]

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Misappropriation of Trade Secrets

Trade secret litigation in Missouri can be complex. Such suits usually come about when an employee improperly accesses or discloses a trade secret of an employer/company/business. While most cases will center on whether certain information constitutes a “trade secret,” the definition of “misappropriation” is also very precise. Generally, both must be present to prevail on […]

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