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…
Legal Articles
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…
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…
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…
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…
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…
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…
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…
General Business Partnerships
Do you know the adverse consequences of not selecting a business form? The law has a default form for you. Assume you and two friends open up a restaurant. You don’t file any formal paperwork with the Missouri Secretary of State or any local/county agencies but have the understanding that the restaurant is being operated…
LLC Operating Agreements
As I mentioned in an earlier post, Missouri Revised Statute (“RSMo”) 347.081(1) requires that members of a Missouri LLC adopt an operating agreement. The operating agreement is essentially an agreement, written or oral, between all members concerning the conduct of the business, the affairs of the limited liability company and the rights, duties and obligations…