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

Business Fraud, Misrepresentation

Business fraud/or misrepresentation is actionable in one of two circumstances. Fraud or intentional misrepresentation occurs when there is a (1) a representation; (2) its falsity; (3) its materiality; (4) the speaker’s knowledge of its falsity or his/her ignorance of the truth; (5) the speaker’s intent that his/her representation should be acted on by the hearer […]

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Severance Agreements

A severance agreement is a contract created between an employer and departing employee which generally provides for compensation the employee is to receive upon or soon after departure and which governs the rights and relationships between the employer and employee going forward. The compensation is usually the easy part because it has the least amount […]

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Business/Corporate Litigation Missouri

We represent both plaintiffs and defendants in general business and corporate litigation. This includes disputes concerning business entities, contracts, shareholder agreements, business property, securities violations, trade secrets, partnership agreements, etc. We can assist you in navigating through disputes to reach a prompt judicial resolution — or assist you in drafting documentation and creating legal entities […]

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Missouri Breach of Contract

Under contract law, a breach occurs when a (1) party is under an absolute duty to perform, this (2) absolute duty of performance has not been discharged, and there is a (3) failure to perform in accordance with the contract’s terms. The non-breaching party, in turn, must be willing and able to perform the terms […]

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Missouri Limited Liability Companies: Formation & Advantages

Limited liability Companies (“LLC”) have far and away become the business entity of choice in Missouri and most other states. LLCs are attractive because of the (1) minimal red tape and procedural hurdles you have to overcome to form the entity, (2) its guarantee of limited liability for members, the (3) freedom to contract and […]

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Business Partnerships in Missouri

Under Missouri Law, a general partnership, unlike a limited liability or corporation, does not necessarily require that the owner(s) file an organization or incorporation document with the Secretary of State. Rather, Missouri law will recognize the existence of a general partnership when 1) two or more people 2) carry on a business as co-owners with […]

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Missouri Non-Compete, Non-Solicitation, Trade Secret Attorney/Lawyer

In Missouri, non-compete agreements are valid only if they are carefully restricted because they are restraints on trade and commerce . More precisely, at the core of non-compete law, a Court will examine whether an employer’s interest in protecting internal information/trade secrets/confidential information is carefully restricted. It is impossible to say categorically when a given […]

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Civil Liability: Missouri Securities Violations

In securities fraud cases, there is always going to be a victim who suffers from the wrongdoer’s illegal securities transactions. Under Missouri law, that victim generally has a private cause of action. Pursuant to RSMo 409.5-509(b)(1), the victim (i.e., now a plaintiff ) may seek a remedy at law for money damages to cover compensatory […]

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Interference with Credit Expectancy

Interference with Business Contracts/Expectancy is a well-established tort in Missouri (and most other states). It has, however, developed through case law and can now be applied in several different contexts. A more common strand of tortious interference is tortious interference with credit expectancy. In order for a plaintiff to succeed on such a claim, the […]

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Missouri: Tax Considerations in Forming a Business

Business-owners usually don’t spend much time thinking about the legal and tax consequences inherent in their choice of a business entity. Instead, the business owner is understandably worried about carrying on his/her business to earn a profit or accomplish his/her charitable objectives. Nevertheless, in spite of this legitimate concern, it is important to understand the […]

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