09 February

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The Mistake of a Business Owner Regarding Contract Provisions

Certain contract provisions appear to be a “bunch of legal mumble jumble” that are often ignored. Ignoring contract provisions, regardless of how mundane they appear can have serious consequences. Do not overlook a notice provision in a contract or lease. Consider the following examples: Hypothetical: Ella enters into an equipment lease for her business. She owes $5,000 a month under the terms of the lease. The equipment continually breaks down, so Ella wants to bring a lawsuit. Analysis: The contract requires that Delaware law governs the terms of the contract and that the lawsuit must be heard in Delaware courts. Ella then...

27 January

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Common Contract Terms

Posted by Evon Spangler

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It is important when you are reviewing a contract that you have a basic understanding of common contract terms and the importance of some of those common contract terms. Governing Law. Just because your business is in Minnesota does not mean that Minnesota law automatically governs. A properly drafted “Governing Law” provision is critical. Without the contract specifying what law governs that may be one of the issues that first gets litigated. In addition, it is essential that the laws that govern do so without giving effect to the conflict of laws principle. Without that language, if there is a dispute...

19 January

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Transfer on Death Deed

Posted by Evon Spangler

in Uncategorized

Minnesota did not allow TODDs until 2008. A TODD is only for real property. It transfers real property automatically to the person(s) or entities names in the TODD upon the owner’s death. Therefore, it operates like a beneficiary designation on a life insurance or retirement account. TODD’s are often used when the owner wants the real property to pass outside of probate court. When real property transfers via a TODD, it generally is not subject to probate court proceedings. A TODD is an efficient, but effective way to complete estate planning for an individual who wants to avoid probate, if possible,...

27 December

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New Workplace Protections

Posted by Evon Spangler

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On January 1, 2022, there are new workplace protections in place in Minnesota for expectant and new parents. This article provides a brief, but not complete, summary of the significant changes. If your business has a minimum of 15 employees this law now applies to you (under the old law, the minimum number of employees was 21). Furthermore, this law applies immediately on day one of employment. The new law also prohibits requiring lactating employees to use accrued paid time off, vacation or sick time when they are expressing milk. In addition, based on an eight-hour shift, now the break time...

24 November

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Piercing the Corporate Veil

Posted by Evon Spangler

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Hypothetical: You open up a flower shop. You file as a business entity with the State of Minnesota, but do not have any other corporate documents. Your business uses your personal account for the business. You and your business are then sued when a customer stumbles and falls when coming into your business to pick up a floral arrangement. Punishment: If you do not follow corporate formalities, and your business is sued, the court can pierce the corporate veil and seize your personal assets to pay a business debt. Factors that the court considers are: Insufficient capitalization; Failure to observe corporate formalities; Nonpayment of dividends; Insolvency of debtor...

04 November

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The Mistake of a Business Owner Regarding Oral Contracts

Posted by Evon Spangler

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Most oral agreements are binding. However, oral agreements should be avoided. If there is an oral agreement, the first issue that is generally litigated is the terms of the agreement. Once the terms are determined, then what is litigated next is whether there was a breach of an agreement. If there was a breach, then what is litigated next are the damages. There are several types of oral agreements that are not enforceable. The following hypotheticals includes some examples of oral agreements that are not enforceable. Hypothetical: George owns George’s, LLC. His friend Sam approaches him because he wants to be...

27 October

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Mandatory Reporting of the Maltreatment of Minors

Posted by Evon Spangler

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With little fanfare, in 2020, the Minnesota legislature repealed the entire chapter related to the mandatory reporting of the maltreatment of minors and codified it in Chapter 260E. As a result, now is a good time to refamiliarize yourself with the new law and how it relates to your position. If you are a mandated reporter – meaning you have no choice but to report as required under the statute – and you fail to report you may be subjected to criminal prosecution. Currently, mandated reporters are professionals or the professional’s delegate “who is engaged in the practice of the healing...

22 September

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The Minnesota Health Records Act

Posted by Evon Spangler

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Most people are familiar with the Health Insurance Portability and Accountability Act (HIPAA). However, most people are not familiar with the Minnesota Health Records Act (“Act.”). If your business is subject to HIPAA, most likely your business is also subject to the Act. However, if your business is not subject to HIPAA that does not automatically mean that your business is not subject to the Act. The analysis of both laws has to be separately completed. It is important that you understand your obligations under both HIPAA and the Act if it applies to your business. Under the Act, you must...

08 September

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Plan Before a Crisis

Posted by Evon Spangler

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It is easy for a person to be lulled into a false sense of security that they can delay planning for one’s inevitable death and, most likely, incapacity or incompetency. As a business owner, the stakes are often higher. Generally, there are employees and their families that are relying on the continuation of the business. Without pre-planning, when a crisis occurs it could be too late to ensure the least risk to your business and your financial welfare. For example, Cut Your Losses, LLC is owned by two partners who are married to each other. They have not prioritized having their...

25 August

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The Mistake of a Business Owner in Not Retaining a Business Lawyer

Posted by Evon Spangler

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Hypothetical: Betty and her sister Amy are equal owners of Betty’s Things, Inc. They have been in business for 10 years, and their business is going well despite the fact that Amy’s husband does not like Betty. Amy’s husband does not like Betty because he believes that his wife was entitled to more money from the business than Amy has received. Amy unexpectedly dies in a car accident. Betty contacts an attorney because Amy’s husband called her demanding that the business is dissolved and that Amy’s estate receives two-thirds of the business assets. To add insult, Betty’s Things, Inc. is...