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Category: Business, Corporate

Oral Partnership Agreements

It is important to get it in writing, especially when it comes to business ventures. Contrary to popular belief, it is possible for a business partnership to exist without a writing saying so. If a court determines that a partnership exists, then this means that the partners owe each other a host of fiduciary duties. […]

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Business Valuation in Divorce

In divorce proceedings, assigning a value to a private business interest (whether owned by husband or wife) often leads to large disagreements when dividing property. Publicly traded interests (e.g., publicly traded stocks) are easy because those values are readily available. Private interests, however, are much more difficult because small businesses can be more economically volatie […]

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Public Duty Doctrine, Negligence

To prevail on a negligence claim, a plaintiff needs to plead that a defendant owed the plaintiff a (1) duty, the (2) defendant breached the duty, and the (3) defendant caused the plaintiff harm/damages. The public duty doctrine usually protects a public officer from negligence claims. Benson v. Kansas City, Bd. of Police Com’rs, 366 […]

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Offsets, Equity, Damages

“Off-setting” judgements is well established in Missouri. It generally arises when there are competing claims made by different parties against each other in a lawsuit. For example, if party A wins on a $50k claim against party B, and party B wins on a counterclaim of $60k against party A, a court may enter an […]

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Specific Jurisdiction

Personal jurisdiction is the power of a court to require a person or entity to respond to a legal proceeding that may affect the person’s rights or interests. It is a due process requirement and very broadly means that if a court is to entertain a case involving an out of state defendant the defendant […]

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Corporate Dissolution & Discontinuance, Shareholder Disagreement

There are a number of ways a corporation can be dissolved through a lawsuit in Missouri. Some of the methods depend on the nature of the corporation (e.g., close corporation, statutory close corporation). There are a few which further depend on whether the directors, officers and/or shareholders are in a “gridlock” or “stalemate” with respect […]

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Breach of Contract Cures, Contract Termination

Contracts will often include “cure” provisions to prevent a party from immediately canceling or terminating a contract in the event of breach. Moreover, as is the case with more complex or lengthy contracts, a “cure” provision allows a party to correct an inadvertent breach of contract.  A cure clause usually states that the non-breaching party […]

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Real Estate Litigation & Disputes

One of the most common types of real estate disputes (if not the most common) are disputes centered on competing claims of partial or complete ownership of real estate. These problems can arise from a myriad of circumstances, like problems with un-recorded deeds, titling errors, uncertain beneficiaries, challenges to the validity of a deed, etc. […]

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Partnerships, Accountings

Partners owe each other a fiduciary with respect to the affairs of the partnership. Anchor Centre Partners v. Mercantile Bank, 803 S.W.2d 23 (Mo. 1991). As part of this fiduciary duty, each partner has a duty to “render on demand true and full information of all things affecting the partnership to any partner.” King v. Bullard, 257 […]

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Duress: Trusts & Contracts

Wills, trusts, contracts, deeds and other legal documents may be voided if they were executed under duress. As an initial matter, a duress claim is distinct from a claim to set aside a document based on undue influence, lack of capacity or fraud.  To make a successful claim for duress, the plaintiff must prove that […]

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