Other Practice Areas
Intellectual Property Rights
Intellectual Property Rights include Trademarks or Trade Names, Patents, Copyrights, Trade Secrets and other proprietary information. Securing the rights to utilize and protect your intellectual property are becoming more and more important in the digital world. Employment agreements must be carefully drafted to include protections for intellectual property and any inventions, proprietary processes or designs must be patented to prevent unauthorized use 0r theft of the ideas. I do not handle patents, but can refer very talented counsel to assist in patent matters.
One of the primary intellectual property assets a business has is the trade name and trademarks for service or products under which the recognition and goodwill of the business is built. However, most business owners are unaware that these valuable assets are not be fully protected by incorporation with the Secretary of State or state trademark registration. In fact, federal trademark registration (Lanham Act 15 U.S.C. 1072) is constructive notice of one's rights to the use of a name and failure to check the federal register prior to adoption risks infringing a federal trademark registration. Under Federal Trademark law, a federal trademark registration usually will take precedent over the state laws if an infringement arises as a result of two business using the same or similar trade name or trademark.
A business builds its reputation under its intellectual property, and especially its trade name and/or trademarks. This intellectual property is a business asset that add value to the business and can be sold or assigned to others along with the business. If a business loses the right to use that trade name or trademark or other intellectual property, then it must re-establish its reputation under a new trade name or trademark and suffer the loss of competition from those who have taken other intellectual property. For these reasons, businesses should be very careful to protect all intellectual property and especially its trade name or trademarks.
Probate is one of the most common and least understood legal proceedings. It basically comprises the settlement of all financial matters pertaining to the estate of an individual after their death. This includes paying any outstanding debts or tax liability, collecting any amounts due to the estate and, where necessary, determining the validity of the decedent's last will and testament. If no will is found, the probate process typically includes a fair and equitable division of assets among the heirs of the deceased person; in community property states, the entirety of the estate passes to the spouse and no probate proceedings are required. Typically an administrator is appointed to handle the legal and financial concerns of the deceased; this individual is known as the executor, and deals with all administrative concerns relating to the disposition of the estate. When there is no will, the probate process is much more difficult and expensive.
Normal Probate — The probate process is generally lengthy, lasting up to a year or more, and typically begins with the appointment of an executor or administrator. Executors are usually specified in the will of the deceased. The executor's first act is usually to file a Petition for Probate of Will and Appointment of Executor; a hearing is then scheduled to review the will and to approve the selection of executor. Once the will has been certified as genuine, the executor is usually approved to begin the probate process. If no will exists, then an administrator is appointed by the probate court to handle the financial affairs; usually this is a family member or close friend. Both executors and administrators are paid an hourly fee for their services.
Expedited Probate — There are expedited probate proceedings, including a very quick process known as Probate as a Muniment of Title. This process can take as little as 3-4 weeks to complete and cost under $2,000 including all attorney fees as well as court costs and fees. In order to qualify for this expedited Probate process, you must meet certain guidelines and filing requirements. If you meet these requirements, no administration of the estate is required, and the order probating the estate is issued at the first and only hearing.
Whether buying or selling real estate, I can assist you with your document review and preparation or structuring the entities required to maximize the value and minimize liability. I can draft or review leases, deeds, sales contracts or any other documents you many need.
Tax Exempt or Nonprofit Organizations require specialized counsel to guide them through the maze of requirements mandated by the Internal Revenue Services. Section 501 (c) of the Internal Revenue Code specifies the purposes for which tax exempt organizations can be organized and defines the parameters under which they must operate. Many people mistakenly assume that a Nonprofit can not make money, but that is not actually true - a Nonprofit can make money, it just can not have owners and distribute those earnings to individuals. This is called the private inurement rule and means that all the money earned by or donated to the Nonprofit must be used for it's tax exempt purpose. This may be for religious, educational, scientific or other charitable purposes.
This does not mean that employees of the Nonprofit can't be paid competitive wages. On the contrary, a Nonprofit can pay reasonable wages to it's employees similar to for profit businesses and can provide benefits in the same manner as taxable entities. While most Nonprofits are supported primarily by donations, it is permissible for Nonprofits to engage in a trade or business, so long as the trade or business is related to it's tax exempt purpose, and does not utilize debt financing related to real estate. If the trade or business is not related to the tax exempt purpose of the Nonprofit or it uses debt financing on real estate investments, it can create what is called Unrelated Business Taxable Income or UBTI which means that the Nonprofit will have to pay tax on that income.
There are many requirements and potential issues for the unwary in the world of Nonprofit Organizations so make sure you have experienced competent counsel if you plan to set up a Tax Exempt — Nonprofit organization.
Contracts & Business Agreements
Every business needs effective well prepared agreements and contracts to document relationships with employees, contractors, vendors and other business partners. The failure to have written agreements or contracts often ends up with misunderstanding, strife, and all to often litigation. It is not just that people are not trustworthy and you can no longer make a ”handshake“ deal, it rather that most situations in business dealings today are complex and the agreements that document them must specify the terms to which the parties are agreeing and must anticipate where potential confusion or disagreement may arise and get the parties to agreement on these matters when the contract is signed. If that does not happen, by the time the differences arise, it is often impossible to get the parties to agree as to their intent at the time of the agreement.
A good contract will also help the parties understand the matters that have to be negotiated, or that should be negotiated in order for the transaction to be clear and terms of the agreement to understood by everyone. Many times, the lack of a written agreement will result in confusion and disagreement that could easily be avoided with a well drafted contract.
Most businesses lease office space and sign long complex lease agreements for the space they are renting. Although many landlords will make it sound like all leases are just boilerplate and you don't need an attorney to review them, the opposite is true. Most leases have very one-sided language which is greatly to the benefit of the landlord and should be modified to reflect reasonable terms that are standard in the market where the property is leased.
Regardless of the type of agreement — employment, financial, intellectual property, services, equipment, etc., it pays to have your documents prepared or reviewed a competent business attorney like John Worley.