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The New Business Venture: Entity Formation, Partnership Agreement, Negotiate Lease

Case Study: The following represents an actual matter in which James E. Clark served as counsel.  Names of parties and other identifying information has been changed to protect the identity and confidences of the parties.  The following represents a sampling of the type of work Mr. Clark has done in the past and in no way serves as a representation of any outcome in any other situation.  The following is for educational purposes only. Continue reading “The New Business Venture: Entity Formation, Partnership Agreement, Negotiate Lease”

Types of Deeds in New York State

Real estate deeds are legal instruments that are used to transfer ownership of real property including the land and its improvements (such as a house or buildings) and attachments.  Words used to effectuate the conveyance of property may be grant, assign, convey or warrant, but they basically all do the same thing, they transfer the interest of the person or entity selling the property to the person or entity buying the property. Continue reading “Types of Deeds in New York State”

Probate vs. Non-Probate Assets

Probate assets are those assets of a decedent that become the property of the estate of a decedent and subject to distribution to the beneficiaries of the estate under the terms of the decedent’s will or the state intestacy statute.  Non-probate assets are those assets that are not a part of the estate subject to distribution because they automatically pass to another by law upon the death of a decedent or have already passed to another prior to the decedent’s death. Continue reading “Probate vs. Non-Probate Assets”

Rent to Own – Part 1

Home prices are down, sellers are motivated, deals seem to be everywhere, but you are not a cash buyer, and your credit has been knocked down like many who have been struggling and overburdened with debt over the last several years.  Purchasing a home outright is not a viable option, and most likely the home you are looking at is encumbered by a mortgage, so simple seller financing is not an option.  Other structures such as a wraparound mortgage, and creative structuring through the use of trusts and other vehicles (both of which I will get into in a later post) might work, but you need something simple to get the deal done. Continue reading “Rent to Own – Part 1”

Limitations of Factoring Agreements Under No Fault Law

Factoring AgreementsAn interesting question has arisen as to who can collect no-fault benefits under New York law. New York regulations provide that only the patient and the provider can sue or arbitrate for medical benefits under the no-fault law. The question that arises is what happens when the provider assigns his medical benefits to a finance company or factor who purchases the accounts receivables or obtains a lien against them? (Learn more about how a factoring agreement works.)

Under New York law, the finance company or factor cannot sue to collect the receivables that are generated under the no-fault law because they are neither the provider nor the patient. Continue reading “Limitations of Factoring Agreements Under No Fault Law”

Deciding Where to Initiate a Lawsuit

Initiate a LawsuitWhen you decide to sue, before you make that first move, you need to think through where you are going to file the lawsuit. Selecting a forum may have a major impact on both the costs and the results of the litigation. In many litigations there is more than one forum in which the lawsuit can be started.

In New York State, it can be brought in the county where the plaintiff lives, the county the plaintiff’s business is in, the county where the performance of the contract was to take place or the county in which the event giving rise to the suit occurred. Continue reading “Deciding Where to Initiate a Lawsuit”

Important Considerations Before Launching a Lawsuit

Lawsuit ChecklistIn deciding whether or not to sue there are three important considerations, and without all three a lawsuit generally cannot succeed: (1) there must be a liability (or a basis for getting relief); (2) there must be damages (and under New York law damages are sometimes not easy to prove and may require expert testimony unless it is plain and easy to calculate); and (3) there must be a “pocket” or source of funds from the parties who are liable for the damages, to pay a judgment.

Many people commence lawsuits without having all three factors in mind. If you don’t have at least two of the three factors clearly defined in your mind — and at least a reasonable chance that the third factor exists — usually the lawsuit should not be brought. Continue reading “Important Considerations Before Launching a Lawsuit”

The Health Care Reform Law — Is Your Practice at Risk?

Health Care Reform LawThe Health Care Reform Law commits the government to more aggressive efforts to find and prosecute Medicare fraud. Under the new law, funding will be increased to aid those efforts. The number of Medicare Fraud investigative offices across the country will double, so the agency will have the people and resources to address this serious problem. Continue reading “The Health Care Reform Law — Is Your Practice at Risk?”

When One Size Does NOT Fit All for Business Start Up

Square Peg in a Round Hole

Sure there are some times when one size can fit all. Tents, for example. Bathrobes. Umbrellas. But when it comes to starting a business, it really doesn’t work that way.

If you’re a restaurant, or a dry cleaner, or some other kind of business that requires people to walk in your front door all the time, location is the most important consideration.

But what if you’re a wholesaler of electronic parts? If your marketing plan or sales force are good enough, you can be anywhere. Continue reading “When One Size Does NOT Fit All for Business Start Up”