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Category: Business, Corporate

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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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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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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