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Author: ElsterLawOffice -- Saint Louis Missouri

Partition Sales of Real Estate in Missouri

When real estate is owned by more than one person or entity, it is possible to file a partition lawsuit to force the sale or division of the real estate. While it is possible for a court to decide to partition real estate into separate parcels and give them to the owners in proportion to […]

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Corporate Officer-Director Duties, Post Employment Responsibilities

Officers and directors of a corporation occupy a fiduciary position in relation to the corporation and its shareholders. The position is one of trust and officer and directors are obligated to act with fidelity and must subordinate their personal interest to the interest of the corporation should there be a conflict. Johnson v. Duensing, 351 S.W.2d […]

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Drag-Along Rights and Tag-Along Rights

When starting any type of business with multiple owners (whether it be a limited liability company, corporation, partnership, etc.) it is important to include provisions relating to the sale of the business to a third-party purchaser. These types of provisions are especially important if the owners ultimately intend to sell the business to someone else. […]

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Adverse Evidentiary Inferences

At trial, it is key to know what evidence affirmatively proves or disproves an element of a claim. In some situations, an adverse evidentiary inference instruction can be made or argued for to show that missing evidence would be favorable or unfavorable to a certain position. Two prominent examples in civil cases as to when […]

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Trust Litigation & Disputes: Mediation and Arbitration

Because probate, trust and estate litigation is often quite complex and expensive (e.g, breach of trust, trustee removal, trust contests),  many estate planning and drafting attorneys have included provisions to try to avoid or expedite these problems if a dispute arises down the road. An increasingly common way they combat this is by including mandatory […]

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Personal Liability from a Business Debt

There are certain circumstances in which a business liability can flow through and result in personal liability to a business owner. Missouri law permits a court to “pierce the corporate veil” and make an owner liable for a business debt when the following is shown:  (1) There is control and complete domination, not only of […]

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Bad Faith Refusal to Settle

Though rarely asserted, there is such a claim as suing an insurance for bad faith for failure to settle a claim. Zumwalt v. Utilities Insurance Co., 228 S.W.2d 750, (Mo. 1950). This is technically different than a statutory vexatious refusal to pay claim. What constitutes “bad faith” for purposes of this claim? As a general matter, […]

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Special Circumstances Exception to Attorney Fees

There are exceptions to the general rule that a party/litigant must cover its attorney fees in litigation regardless of the outcome. The exceptions are when (1) fees are authorized by statute or contract, (2) very unusual circumstances exist so it may be said equity demands a balance of benefits, (3) the fees result from an […]

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Third-Party Beneficiary Contracts

While it may seem counter-intuitive and illogical, it is possible for a third-party to a contract (i.e., a non-signer) to sue one of the parties to the contract for breach of contract. A third party beneficiary to a contract is one who is not privy to a contract or its consideration but who may still […]

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Computer Tampering, Trade Secrets

One common area of business disputes is to what extent non-compete, non-solicitation and confidentiality provisions are enforceable and valid when an employee leaves an employer. Related disputes pertaining to whether an employee breaches his or her duty of loyalty by going beyond merely preparing to leave and engages in direct competition are also common. This […]

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