Dominion v. Dataium

This recent case from the Tennessee Court of Appeals addresses a situation where employees and an investor from one company break away to form a competitor.  The original company files suit alleging several claims, including breach of fiduciary duty, breach of duty of loyalty and good faith, intentional interference with contractual relationships, unfair competition, breach of duty not to solicit employees and breach of covenants not to compete.

To read the full details of the case, click here 

Case of Enforceability of Mediated Agreement and Attorney Fee

The court can set aside a mediated agreement if it finds bad faith on the part of a party.

Whether to award attorney’s fees in a divorce proceeding is in the discretion of the trial court.
Below is a recent case where this occurred.

IN THE COURT OF APPEALS OF TENNESSEE AT NASHVILLE

October 18, 2013 Session

KALA SHAY HUNN v. KEVIN CARLTON HUNN

In this divorce proceeding, Father appeals the trial court’s award of attorney’s fees to Mother. Finding no error, we affirm. Additionally, we grant Mother her attorney’s fees on appeal.

To read the entire case in detail, click here.

Jackson Lawyer Appointed to Court of Appeals

Jackson lawyer and Alamo native Brandon O. Gibson has been appointed to the Tennessee Court of Appeals by Gov. Bill Haslam. She will replace Judge David R. Farmer when his term expires in August 2014. Gibson, 38, has been in private practice at the Pentecost & Glenn law firm in Jackson since 2003. “Brandon Gibson will be an excellent judge on the Court of Appeals,” Haslam said. “She has vast experience in private practice, and I know she will serve the citizens of the Western Section well in this role.”

End of the Year Checklist for Small Business Owners

Nellie Akalp of CorpNet, offers this End of the Year Checklist for small business owners.

The final homestretch is a busy time of the year for the small business owner, with your time pulled between trying to meet end of year sales goals and closing out Q4 projects to holiday planning and parties. However, it’s also a critical time of year for wrapping up any legal loose ends associated with your business.

There are a couple of steps to take to make sure your business is legally fit for 2014. By doing so, you’ll be making sure your business gets the right start in the New Year, and you won’t end up paying extra in administrative fees and fines. Here’s what you need to consider before the calendar hits 2014:

1. Incorporate or change your business structure

If you’re like many small businesses you may have started as a sole proprietorship or partnership. But many businesses eventually outgrow these business structures. If your business is not incorporated, you may want to incorporate (either by forming an S Corp or LLC) to shelter your personal assets and perhaps give you more flexibility and cost savings when it comes to your taxes.

2. Close any inactive businesses

If you’ve ever registered a business with the state and are no longer operating it, you need to file a formal termination with the state as soon as possible. Why? Until that paperwork is in, you’re still going to be charged for any fees associated with the business, you’ll need to file an annual report, as well as submit any tax returns.

To close a business, you need to file an “Articles of Dissolution” or “Certificate of Termination” document with the Secretary of State where your Inc. or LLC was formed. Keep in mind that you will need to settle any owed taxes before you can do this (but again, the sooner you take care of this, the better…when it comes to taxes, ignoring the problem won’t make it go away).

Make sure to take care of these matters while it’s still 2013. There’s no reason to keep paying for a business that’s basically been retired.

3. Hold an annual meeting for your Corporation or LLC

If you’ve gone through the work to incorporate your business, make sure you keep it in good standing. If you haven’t held an annual meeting for your Corp or LLC this year, be sure to get one in before the end of the year. Along with the meeting, you’ll need to generate written minutes/resolutions to be signed by the shareholders (Corporation) or members (LLC). If this will be your first meeting, you can find free meeting minutes online to use as a starting point.

4. Make sure you file an annual report for your corporation/LLC

Most states require some form of an annual report filing (some every year; some every two years). If your state requires you to file this report, there is a specific due date for filing each year. In some cases, it’s on the anniversary of your business’ incorporation date; in other cases, it’s when your annual tax statements are due; and in some cases, it’s at the end of the calendar year. Missing this deadline can result in penalties and late fees, and depleted state budgets mean that we’re seeing several of these late fees grow.

5. File an “Articles of Amendment” to record any company changes

If you made any changes to your business (for example, if you changed your business address, dropped the .com from your official company name, authorized more shares, or a board member left), you’ll need to file an official notification with your state.

This may seem like a pretty trivial thing, but it’s actually essential to keeping your LLC/Corporation in good standing. For example, if your business happens to be sued and your paperwork isn’t up to date, it’s possible that the plaintiff will try to come after you personally.

6. Review your estimated tax payments for 2013

Now that we’re nearing the end point of the year, review what your business has made year to date and assess your estimated tax payments to avoid underpayments or overpayments. You’ll want to adjust your final 2013 payment (which is due Jan 15, 2014) as needed.

The next few months will be busy, but set aside some time to address these legal obligations. It will help you save money in fees and penalties moving forward. And what better gift could you give your business than a fresh start for the New Year?

Business Law Launch

  King & King, PLC is proud to announce the launch of its Business Law and Commercial Litigation Division. Our Mission is to establish a division of King & King, PLC, geared toward the needs of small to mid-sized businesses and to act as a general counsel at a reasonable cost to the client. 

  As a small business ourselves, we are familiar with the day-to-day obstacles small to mid-sized businesses face. Many of these obstacles are legal in nature and require a professional's advice - often a quick response is needed. King & King sets a new standard in the legal community of West Tennessee in the areas of client communication and accessibility through the use of technology. When you have questions, we will be there to get you the information you need to form a sound business decision. 

  King & King is constantly establishing new relationships with other businesses, thus establishing a network to assist small to mid-sized businesses, from business coaching, marketing, accounting and beyond. We want to see your business thrive and hope to be a resource for your business beyond your legal issues. 

  The Business Law and Commercial Litigation Division of King & King will provide general counsel services to the small to mid-sized businesses in West Tennessee at an affordable rate to the client. By establishing a regular monthly fee as opposed to an hourly rate for work as a general counsel, small businesses can discuss legal issues with its attorney and avoid legal pitfalls before they occur. 

  In addition, King & King will handle business formations, transactional work such as contracts, partnership agreements, buy-sell agreements, non-compete agreements, etc., at flat fee rates so that small to mid-sized businesses can better budget for legal issues. In the event unforeseen legal problems arise, King & King will be there to counsel and advocate for the businesses at a reasonable hourly rate. 

Here is a more specific description of the services we provide: 

Business Formation: 

King & King will assist new business owners in determining the type of business entity is the best fit for them and prepare the necessary documents to establish the new entity. Furthermore, King & King will advise and assist new businesses regarding the requirements for the new entity, such as annual meetings, annual filings with the State, etc. 

Drafting and Reviewing Contracts and Agreements: 

We will review existing agreements, contracts and invoices and prepare similar documents to put the client in the best position possible, including verification of such contractual elements as attorney fee and collection costs and interest on unpaid balances provisions. In addition, when a client enters into an agreement with another business, we will review any agreements presented to the client and work with the other business or its legal representative to draft a mutually agreeable contract. 

Litigation: 

Conflict is a reality of business. In the event clients find themselves in a legal battle, despite the best efforts to avoid such, King & King can provide top notch legal representation in and out of the courtroom. 

Alternative Dispute Resolution: 

As a Tennessee Supreme Court Rule 31 Family/Civil Mediator, Dusty King is conversant with the ADR process and can advise clients, not only if they are participating in the process, but on whether clients should include ADR provisions in their own work environment. 

Collections: 

Using alliances formed with collection agencies, King & King can provide collections services for those business clients who deal with accounts receivables. In the event litigation is not warranted, King & King will assist clients to determine the best direction to pursue the monies owed and, if justified, help them to choose an appropriate collection agency. If the softer approach is unsuccessful, then King & King is here to litigate and exercise the client’s post judgment legal rights to collect those monies owed it. In the event a customer files bankruptcy, King & King can advise our clients accordingly and take the steps to protect their interests. 

General Counsel Services: 

The best legal advice is the advice given before a business makes a move rather than after a problem arises. King & King will be available to discuss the client’s legal issues and take any steps possible to eliminate a problem before it starts. We will conduct any legal research necessary and thoroughly investigate a situation to assist the client in making the best decision for the client based upon the circumstances. 

Whether you have been in business for years or are just starting out, King & King, PLC can help. 

Underemployment & Child Support

Sharon Sitz and William Sitz were married for 16 years until Sharon sued William for divorce. The court awarded her a divorce on the ground of inappropriate marital conduct and adopted her proposed parenting plan. This made her the primary residential parent of their minor child and divided the marital property. Furthermore, the court determined that the husband was voluntarily underemployed and imputed additional income him in order to calculate his child support obligation.

To read the case in detail, click here.

Conflict from States Apart

Below is a recent case from the Tennessee Court of Appeals that deals with several issues.  First, the case deals with the Uniform Child Custody Jurisdiction Enforcement Act (UCCJEA) where two states, in this case California and Tennessee, both have a potential claim for jurisdiction of the case.  Second, it deals with the death of a parent and the rights of the grandparents, who actually had custody of the child at the time of the mother’s death.



To read the full details of the case, click here.