Legal Articles

Judicial Admissions

The central purpose of any trial is to determine what factually occurred and to determine who wins under the law based on those factual determinations. In litigation, a “judicial admission” is any act “done in the course of judicial proceedings that concedes for the purpose of litigation that a certain proposition is true.” Moore Automotive…

Sales Commission Violations

Missouri provides a statutory remedy for failure to pay sales commissions. “The sales commission statutes focus on the timely payment of sales commissions earned by a sales representative under contract with a principal.” Lapponese v. Carts of Colorado, Inc., 422 S.W.3d 396, 401 (Mo. App. E.D. 2013). The statute authorizes a recovery of attorney fees and…

Future Lost Profits

The purpose of damages (i.e., a money award from a judge/jury) is to make a plaintiff whole. With a contract case, for instance, the goal is to “restore a plaintiff to the position he would have been in had the contract not been breached.” Lipton Rlty v. St. Louis Housing Authority, 705 S.W.2d 565, 569 (Mo….

Merger Doctrine, Contracts

A “merger clause” is a common provision in a contract. It will usually state something along the lines of the contract being a “complete and exclusive statement of the agreement.” If a contract is a final, complete agreement, the parol evidence rule prohibits prior or contemporaneous oral agreements which vary or contradict the written terms…

Aggrieved Party, Right to Appeal

Any “aggrieved” party to a final judgment may appeal. Section 512.020, RSMo. To be “aggrieved,” certain requirements must be present. The judgment must “operate prejudicially and directly on the party’s personal or property rights or interests, and such effect must be immediate, not merely a possible remote consequence.” Bi-State Development Agency of Missouri-Illinois Metropolitan Dist….

Contracts: Terminating Third-Party Beneficiary Rights

Certain third-party beneficiaries to a contract may sue for breach of contract. This is true even though they are not a signer to the contract. There are three types: donee, creditor, and incidental. Donee and creditor beneficiaries may sue as a third-party for breach of contract, but incidental beneficiaries cannot. There are certain situations when…

LLCs: Personal Use of LLC Property

Limited Liability Companies are perhaps the dominant business entity. They are easy to form and easy to manage. Often times they are manager-managed, which means that managers supervise and control the operations of the company. Managers of a LLC generally owe fiduciary duties to the LLC’s owners/members, subject to the terms of the LLC’s operating…

Making of a Contract, Long-Arm Statute

Missouri can often (but not always) hear disputes about contracts made within Missouri. Section 506.500, RSMo. Specifically, Missouri’s “long-arm” statute permits the exercise of jurisdiction when the dispute relates to the “making of any contract within this state.” Id. The exercise of jurisdiction must also meet certain federal constitutional requirements. When is a contract made within this…

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