101 South Hanley, Suite 1280 Clayton, MO 63105
314.283.8930; henry@elsterlaw.com

Director(s) & Shareholder(s) Disputes — Attempts to Resolve

Derivative lawsuits are the primary vehicle by which a corporate shareholder may file a suit for damages against the corporate board of directors. Before pursuing such a claim, however, the law in Missouri requires that the shareholder must make a demand upon the board of directors to correct the wrongs being complained about. To be […]

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Personal Guaranty: General & Special, Breach, Interpretation

A guaranty — a species of contract — is a collateral agreement for another’s undertaking and is an independent contract that imposes responsibilities different from those imposed in the agreement to which it is collateral. Specifically, a guaranty is a contract where a guarantor becomes secondarily liable for the obligation of a debtor in the event the […]

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Joint Business Ventures/Enterprises

A joint venture is a partnership of one or more sole proprietors, partnerships, corporations, or limited liability companies formed  for the purpose engaging in a specific type of business. The most obvious advantage with a joint venture agreement is that a new business entity does not necessarily have to be created to effectuate the joint […]

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Duty to Read and Disclose in Contracts

With contracts, under traditional common law (i.e., case precedent), in the absence of fraud, one who signs a written agreement is bound by its terms regardless of whether he/she read and understood it. Accordingly, people are bound by their contracts even if they choose not to read them. If not reading a contract was a […]

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Statute of Frauds — When Contracts Need to be in Writing

When do contracts need to be in writing? Under Missouri law, the answer lies in statutory section 432.010: No action shall be brought to charge any executor or administrator, upon any special promise to answer for any debt or damages out of his own estate, or to charge any person upon any special promise to […]

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Eminent Domain

The legal authority for eminent domain is constitutional. Article I, Section 26 of the Missouri Constitution provides: That private property shall not be taken or damaged for public use without just compensation. Such compensation shall be ascertained by a jury or board of commissioners of not less than three freeholders, in such manner as may […]

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Personal Guarantees, Unsecured & Secured Debts/Loans

Personal Guarantees, secured loans, and unsecured loans are commonplace in business. What are they? Personal guarantees are sometimes viewed as anathema by the business owner. Yet, in many cases, a creditor will insist on a personal guarantee with the business owner (and his/her spouse to circumvent the tenancy by the entirety problem) before executing a […]

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Saint Louis Business Attorney

We offer free consultations for  business entity formation (corporations, partnerships, limited liability companies, sole proprietorships, fictitious names), business governance, business/commercial compliance, business dispute resolution, and commercial litigation. We work frequently in contract law, and, therefore, handle contract formation, breach of contract , and contract amendments. Contact us for a free consultation for your business or […]

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Saint Louis Corporate/Business Attorney

We offer free consultations for a wide-range of legal services, including but not limited to: business entity formation, business governance, business/commercial compliance, business dispute resolution, and commercial litigation. We work frequently in contract law, and thus are able to handle contract formation, breach of contract claims, and contract amendments. Because breach of contract actions often […]

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