How to Analyze and Prove Breach of Contract Damages

When a contract has been breached and it’s clear that performance won’t continue, plaintiff’s counsel needs to consider what damages are recoverable before filing a complaint, and then how to prove them. Continue reading

What to Know Before Selling Food Made at Home

The cottage food industry—small batch food production from home—is growing, as are the related laws and regulations. Here’s what those who want to get in on the trend need to know. Continue reading

Should You Dissolve an LLC When the Business Is Wrapped Up?

Dissolving a limited liability company (LLC) when the business is done has some clear benefits, but is the liability exposure worth it? Continue reading

Using Buy-Sell Agreements to Protect Family-Owned Businesses

Family-owned or controlled businesses make up roughly 90 percent of all American businesses. Unfortunately, only a third of family-owned businesses survive the transition from the first generation of owners to the second. A buy-sell agreement can ensure a successful transition by controlling how an interest in the business can be sold. Continue reading

How to Draft a Contract with Severability in Mind

Don’t want the baby thrown out with the bathwater? Use a “severability” or a “partial invalidity” clause to prevent a court from declaring an entire contract invalid or unenforceable just because a single provision in the contract is declared invalid or unenforceable. Continue reading

15 Provisions to Include in an Independent Contractor Agreement

Hiring an independent contractor? Make sure to have a contract that will increase the defensibility of the independent contractor relationship—because if you can’t defend it, you will pay dearlyContinue reading

New Year, New Laws for Business Lawyers

Were you able to keep track of the new legislative changes that affect California businesses and business lawyers? Don’t worry, we did and here are some of the key statutory changes you need to know about. Continue reading

4 Reasons to Keep Contract Drafts

Generally, counsel prepares several drafts of a contract or agreement before the parties sign the final version. There are several reasons to retain those drafts.  Continue reading

6 Things to Consider About a Company Before Agreeing to Be a Director

Before becoming a director, it’s important to evaluate the company. The company itself is the most important factor in the decision to accept a directorship. Here are six things to assess before saying “yes.” Continue reading

Take Care: Headings Can Affect Contract Interpretation

As a general practice, section headings should be used to identify the general subject matter of each contract provision, making it easier for the reader. Section headings are very useful for ease of reference. They enable the reader to skim an agreement when searching for a particular provision or group of provisions. But headings can be a trap for the unwary—courts have used them to interpret the parties’ intent when a provision is ambiguous or misleading. Here’s how to protect yourself from the unintended consequences of headings. Continue reading