Guarantor not bound by forum selection clause in guaranteed contract – Quebecor v. Harsha Associates

Posted by on Oct 22, 2006 in Business Contracts | 0 comments

A recent case by a federal court in New York illustrates the importance of choice of law and forum selection clauses in each and every contract or guaranty. In Quebecor v. Harsha Associates (Quebecor World (USA), Inc. v. Harsha Associates, L.L.C., et al (2006 WL 2918797 (W.D.N.Y.)), the court held that a guarantor was not bound by a forum selection clause contained in the guaranteed contract....

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Does a Foreign Corporation Doing Business in New York require a Registered Agent?

Posted by on Oct 20, 2006 in Starting a Business | 2 comments

A Polish Google search that resulted in a click to my blog asks:  "foreign corp doing business in NY requires registered agent" Here is the belated answer:  Nie New York law does not require a foreign corporation (i.e. a corporation not organized under the law of New York) that does business in New York to designate a registered agent to accept legal papers on its...

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Penny-Wise and Pound-Foolish

Posted by on Oct 20, 2006 in Blog | 2 comments

Q:  All of a sudden, I don’t seem to be able to lift my arms and my speech is slurred.  What should I do?A:  There are numerous books and software that can help you diagnose your own medical condition.   A doctor doesn’t need to be brought in; but if you become unconscious and don’t have life or disability insurance, then you’d be foolish not to have a...

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What your Lawyer needs to know before drafting your LLC Operating Agreement

Posted by on Oct 18, 2006 in Limited Liability Companies | 0 comments

Aside from the obvious questions such as "what is the name of the entity?", you should think about the following issues before asking your attorney to start drafting your limited liability company operating agreement for your multiple member New York limited liability company ("LLC"). 1. Who is going to manage the business affairs of the LLC? Unless you provide otherwise, the...

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Form Contracts

Posted by on Oct 17, 2006 in Business Contracts | 0 comments

Great line by Lema Korshid on Mindpetals: "The only thing that the form contract comes with besides an “idiot tag” is no guarantees." Read the full article "Form Contracts – Use them at your Own Risk". By the way, I think I called her a non-lawyer the other day.  From this article it seems that she (or he) actually is a lawyer.   Apologies. If you...

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Attorneys Not Allowed to collect Attorneys’ Fees from Clients

Posted by on Oct 14, 2006 in Business Contracts | 1 comment

Thankfully, a New York court has held that the following provision in a retainer agreement is unenforceable: "If client fails to pay for charges due under this agreement and the law firm takes legal action and is awarded such charges, client shall owe to law firm costs, expenses and attorneys’ fees (including but not limited to the reasonable value of the law firm’s own work)...

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