Atlanta Business Lawyer Blog

As a Corporate business Lawyer in Atlanta, Georgia, I am well aware the majority of the businesses in the United States are Close Corporations. Georgia Close Corporations are classified as having a maximum of fifty shareholders, no publicly traded stock, and active management by shareholders. Because Close Corporations usually employ the shareholders, these companies generally have a more relaxed management style. The downside is that this management model puts the minority shareholders in a situation where they quickly can be faced with Shareholder Oppression, also commonly referred to “squeeze out” or “freeze out” tactics. When this situation goes unchecked by the Minority Shareholders, this typically results in a negative impact on the minority shareholders and can lead to their termination of employment with the company.

When employed with a Close Corporation, income from employment and the input your Close Corporation shares allow the shareholder, is likely the most valuable stake that minority shareholders have. Shares held have no value on the open market. That, coupled with the fact that majority shareholders are unlikely to buy the minority’s shares at a fair price, leaves the minority shareholders with little or nothing upon being terminated.

The good news is that minority shareholders in Close Corporation have significant rights.
There are legal protections in place, which Close Corporation Shareholders can use to defend their rights. Many are as follows:

• Retaining an Atlanta Corporate Shareholder Attorney is the best route to protecting your Close Corporation interests.

• In the alternative, Business Law statutes in Georgia do provide protection for minority shareholders faced with this situation. Just as in ordinary corporations, all shareholders in Close Corporations have the right to inspect the documents pertaining to the company, including, but not limited to, bylaws, shareholders meeting minutes, documentation of actions taken outside of meetings and resolutions related to share classification.

• In the case of wrongdoing, documents discovered during inspection can provide the required evidence to file a lawsuit against the company.

• Georgia law states that the majority shareholders have a Fiduciary Duty to the minority shareholders, allowing minority shareholders to sue for dissolution of the Close Corporation when these duties are not fulfilled. These suits can be filed if the majority shareholders have acted are acting or are expected to act in an illegal, fraudulent, oppressive, or unfair fashion toward the minority.

• Minority shareholders also can sue for fair valuation of their shares.

Whatever the circumstance, it is critical to seek an Atlanta Corporate Business Attorney experienced in Shareholder Actions. Having a properly drafted operational agreement can prevent these types of disputes from developing, but if conflicts do arise, an Atlanta, Georgia Corporate Lawyer with experience in Corporate and Shareholder proceeding will ensure that all possible legal avenues are pursued to help Minority Shareholders receive fair treatment and compensation under Georgia Law.

Continue reading "GEORGIA CORPORATE ATTORNEYS PROTECT AGAINST MINORITY SHAREHOLDER OPPRESSION (“SQUEEZE OUT”) (“FREEZE OUT”) TACTICS USED ON MINORITY SHAREHOLDERS " »

As a well-known Atlanta, Georgia Partnership Lawyer, I handle many cases involving Georgia business partnership conflicts. One of the most common scenarios is for one partner to be saddled with running the business entity single-handedly. This single-handed effort by one partner is usually in stark contrast to the terms and intent any partnership operating agrehttp://www.atlantaestateplanninglawyer.com/mt-static/images/formatting-icons/link.gifement, which governs the duties and responsibilities of the partners. This is an extremely destructive situation for the partner who is trying to maintain the business. As this partner attempts to shoulder all the responsibility for the business; including business debts, liabilities, day-to-day business problems, the financial position of all the business partners suffer. In due course, all partners in the business are on the path to failure.

Surprisingly, many business owners do attempt to struggle alone through this type of situation due to a personal sense of responsibility and unwillingness to admit that a problem exists. But this is not the recommended course of action. An Atlanta, Georgia Partnership Dispute Attorney should always be consulted with when a business partnership is suffering due to one or more partner’s inability to carry out the fiduciary duties and responsibilities implicit in most partnerships. The decision to work with a Georgia partnership attorney to resolve partnership disputes and disharmony could very well save your business, your financial situation, and possibly business and familial relationships.

It is unwise to allow a business partner to walk away from legitimate responsibilities, especially when this can both damage the partnership business and the remaining partners’ credit and future prosperity. Remember, under Georgia Partnership Law, you do have legal recourse.

At The Adams Law Offices, our team of experienced Atlanta, Georgia Partnership Dispute Attorneys are equipped to resolve almost any partnership issues which may arise in the course of a partnership. Our Atlanta, Georgia business lawyers routinely help business owners set up partnership agreements and later enforce the terms of these agreements if necessary, in order to ensure that all partners are fulfilling their obligations.

Our Atlanta, Georgia partnership litigation attorneys will work with you to equalize your partnership duties and responsibilities. Whatever your circumstances are regarding a partnership that is failing or is poised to turn into a bona fide partnership litigation lawsuit, our Firm is ready to help you get your business back on the road to success. Call our office today to discuss your situation at (404) 467-8611, or toll free at (877) 412-3267.

Continue reading "FIND AN ATLANTA, GEORGIA PARTNERSHIP DISPUTE / DISSOLUTION LAWYER AT THE FIRST SIGN OF GEORGIA PARTNERSHIP TROUBLES AND PROBLEMS" »

As an Atlanta, Georgia construction defect lawyer, improper concrete installation is a defect, which usually causes significant, costly, and severe damage. By the very nature of concrete’s physical makeup, its uses in construction, and its importance in our day-to-day construction world, construction defects are costly to correct. Oftentimes, these defects are not open and obvious and occur over time, making them even harder to detect or place blame on the party at fault. Nevertheless, Georgia law gives legal recourse to seek a legal remedy for all types of construction defects. As an Atlanta, Georgia Construction Defect Attorney, I always recommend that homeowners seek an Atlanta Construction Defect Lawyer with significant knowledge of concrete. Additionally, it is equally as important to find an engineer to work with you who understands concrete uses, its physical attributes, and how to rectify these defects. Usually a good construction defect attorney will have their construction expert they prefer. Quickly rectifying these issues, especially when they relate to concrete, is critical. If left unaddressed, concrete defects can worsen with time and seriously affect the structural integrity of the home. Ultimately, the safety of the dwelling, and ability of the homeowner to sell the property in the future, is at stake. Conversely, when working with construction companies to rectify their mistake or disprove accusations of fault, it is important to have independent concrete engineer and a working knowledge of concrete, its attributes, and the building industry standards.

As homeowners, we are forced to put our trust in many types of contractors and usually it is relatively straightforward to find a qualified professional who, through referrals, can make repairs. However, in new construction timelines and oversight of projects, contractors are usually not intimately involved in overseeing the project. This is especially true after the home is purchased and the pre-build out is complete. Unfortunately, it may be months or even years after the buyers move into the home, before the Georgia concrete construction defects discovered. Thus, it usually becomes a daunting task to rectify the situation by correcting the defects in a suitable fashion, finding the responsible parties, and holding accountable the responsible parties.

A Georgia construct defect attorney with knowledge of concrete can be invaluable in this process. This is especially true if this Georgia construction lawyer has a trusted construction concrete engineer by their side. One of the first things an attorney will do is to locate an expert who will inspect and evaluate the defects. This expert can also act as a witness during any necessary arbitration or litigation. The expert will have an insightful understanding of the science behind concrete application, not mere experience. This is critical and an experienced construction defect attorney will look for a construction expert who understands the importance of site evaluation, proper mixing techniques, the range of cement grades, correct concrete installation, proper curing for under different types of weather conditions and backfill quality.

Continue reading "ATLANTA CONSTRUCTION DEFECT LAWYERS SAYS "GEORGIA HOMEOWNERS AND CONTRACTORS PLAGUED BY IMPROPER CONCRETE INSTALLATION – THE MONSTER AMONG DEFECTS"" »

As a Marietta, Decatur, and Atlanta, Georgia lawsuit lawyer who both defends and files lawsuits on behalf of clients, I am writing to you today about Georgia lawsuit on contracts. At its simplest, a contract it is an offer by one party, accepted by another party, and performed, as agreed, by both parties.

Many parties entering into a new Georgia corporate business attorney-client relationship are either so eager to begin their business affairs, or so wary of delaying or derailing a Georgia business deal, that they are wary of bringing up the need for a written contract governed by Georgia Law. If a written contract is agreed to, many try to make it as simple as possible often without seeking the legal advice of an Atlanta, Georgia business contract attorney.

Our Firm has Atlanta business consulting lawyers giving advice to each business, which is custom tailored to their needs (we give such advice on an ongoing basis as needed after hours, on weekends, and more).

This is why many businesses enter agreements without a written contract, without attorney review of a contract, or without even reading a contract. This is also why so many contractual agreements that begin with such optimism and desire for speed, end up dragged down into the mire of contractual litigation, where they are finally forced to resort to the attorneys who could have prevented such a breakdown in the first place.

Protect your Georgia business with an Atlanta business lawyer’s advice and know that it is of the utmost important to have a written contract reviewed by experienced local Atlanta business contract attorney, that covers, simply but effectively, all necessary elements of the binding contract-agreement governed by Georgia law to ensure the rights and obligations of both parties are met.

A simple example of a situation where one clause can solve a great deal of time and expense is the question of jurisdiction to hear your case, the specific court (state or superior, etc.) and governing law.

Many Atlanta and Georgia businesses deal with other businesses, contractors, and customers that are outside of Georgia. So, if there is a lawsuit, where must it be filed? Many tend to believe that they can file a lawsuit in the state where they reside. This is not always the case, in fact, it is most often the very opposite.

Generally, a lawsuit must be filed in the state where the Defendant (the non-suing party) resides.

Thus, if you are a Georgia business, even one that feels it is the victim of a breach by an out-of-state company, you will still have to file in that company’s state with all the extra expenses involved in that.

If you wish to fight to have the case brought within your state and county, you will have to prove that your situation falls within the exceptions to this rule, known as the Georgia Long-Arm Statute (O.C.G.A. 9-10-91). Under the Georgia Long-Arm Statute a lawsuit can be brought in Georgia if the nonresident:

1. Transacts any business within Georgia;

2. Commits a tortious act or omission in Georgia;

3. Commits a tortious injury in this state caused by an act or omission outside this state if the tort-feasor regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered in this state; and

4. Owns, uses, or possesses any real property situated within Georgia.

This is a very high and fact-based standard and thus a time-consuming, expensive inquiry. It is also one that would have to be addressed before the merits of the case itself could even be considered.

THE BEST WAY TO AVOID THE ABOVE PROBLEMS?

A simple clause within the contract that states, “In the event a dispute arises, the parties agree that all lawsuits, claims, etc. will be brought within the state of Georgia [including county, city, and court where possible] and be interpreted and governed by and under Georgia law.”

[THIS - AND THE ABOVE AND BELOW INFORMATION - IS NOT LEGAL ADVICE - LEGAL ADVICE CAN ONLY BE GIVEN BY A GEORGIA ATTORNEY AT A PROPERLY SET CONSULTATION]

Continue reading "ATLANTA, GEORGIA LAWSUIT (LITIGATION) DEFENSE AND LAWSUIT FILING ATTORNEY ADVISES ON RULES ABOUT DEFENDING AND FILING GEORGIA LAWSUITS -- GEORGIA BUSINESSES BEWARE OF THE “LONG ARM” OF GEORGIA LAW" »

As an Atlanta, Georgia Corporate Attorney, advising CEOs, CFOs, Secretary, Directors, Officers, Shareholders, it is critical you avoid mingling your personal affairs with any business matters, and vice versa. Many new business owners seek to protect themselves from personal liability by setting up corporations, the most popular being Limited Liability Company (or LLC). Regardless, a corporation can only protect you from personal liability stemming from your corporations liability, to the extent, you take care to separate your role in the corporation from your role as an individual.

Generally, the fist step in protecting yourself from debts and liabilities incurred by your corporation is incorporating your corporation (or business). In Georgia, filing the appropriate documents with the Georgia Secretary of State and creating a Limited Liability Company (or LLC) or a Corporation, can provide protection from personal liability. However, taking this action will not give you absolute protection from liability. Additional steps in your behavior, statements, and actions are critical in protecting yourself from being personally liable for debts of the corporation. When you are held liable for debts of the corporation because the company and your personal affairs are to tightly interwoven, is called Piercing the Corporate Veil.

Piercing the Corporate Veil occurs when opposing counsel (or another party) can show that the CEOs, CFOs, Secretary, Directors, Officers, Shareholders, etc. are mingling corporate their affairs with their individual affairs. Doing this is a huge mistake and you should avoid it at all cost no matter what inconvenience it may cause you or what your personal view of the Georgia law on Piercing the Corporate Veil encompasses.

Under what circumstances can I be personally liable for debts of the LLC, or corporation? And, why should I take additional steps for protection?

As a Corporate Lawyer in Atlanta, Georgia, I know from seeing Piercing the Corporate Veil legal proceedings first-hand that taking additional precautions can prevent creditors from going after your personal assets – such as your money or your home – in the event your business incurs debts that it is unable to pay. These debts can include car loans, bank loans, lease obligations, and money owed to lawyers, accountants, etc., for services rendered to the business.

These extra precautions can also prevent plaintiffs from collecting money from your personal accounts and assets to satisfy a judgment against you. A Georgia business could incur this type of liability in a variety of ways, including:

• A personal injury or accident in your office––coffee burn, slip and fall, etc.

• A product or service that injures a client, either physically or financially

• A car accident that occurs when an employee is making a delivery or driving to meet a client in the scope of work.

• Mismanagement of a client’s money

So what are some extra precautions you must take take?

• Georgia law requires corporate entities to file for renewal every year. This is a quick, relatively low-cost ($50.00 annual fee) process that keeps your corporation or LLC active. If you do not renew your business, the Georgia Secretary of State will administratively dissolve your corporation and, therefore, your protection from personal liability.

• Keep your corporate and personal bank accounts separate. Do not use your business account to pay for personal expenses – taking your family out to dinner with business funds, buying presents for your in-laws with corporate monies, paying for a weekend getaway “on the corporations’ tab”, etc.

• Do not personally guarantee any loans or financial arrangements for the corporation if you can avoid doing so. Acting as a personal guarantor opens the door to personal liability, as creditors can look to you to pay the business’s debts.

• Make sure that all of your contracts entered into using your corporate position and then your name in this capacity (i.e. as President, etc.) Do not use your individual name, even if you are the sole shareholder. For Example:

___________________________
Signed, Larry J. Doe, President
ABC Enterprises of Atlanta, LLC

• Maintain the proper insurance for your business and make sure that the corporation’s name is listed as the “name insured” on the insurance policy. Your Atlanta, Georgia, Corporate Insurance Attorney should be able to help you with this process. Additionally, keep written records of discussions and of how the insurance agents, lawyers, CPAs, advised you to ensure your business is safe or you want to compare it to another opinion at a different time. A personal umbrella policy might also provide additional personal protection for business owners.

Continue reading "ATLANTA, GEORGIA, CORPORATE BUSINESS ATTORNEY GIVES ADVICE TO ENSURE YOU AVOID PERSONAL LIABILITY OF YOUR GEORGIA LIMITED LIABILITY CORPORATION (“LLC”) OR CORPORATION" »

In my Atlanta, Georgia Civil Arbitration Law Firm, I have worked with clients who have taken their business disputes to the court system for resolution and others who have gone through the process of arbitration. Many times, a business contract specifically states that all disputes must be resolved through arbitration, yet unless contractually mandated, arbitration is often overlooked. It is important to note that while both methods have their advantages; arbitration is often the fastest and can be very cost effective.

In Georgia, it can take a minimum of a year for a case to go to trial, while the date of the final arbitration hearing can be set much sooner. Disputes are often resolved just a few months after the arbitration process is initiated. The disadvantage to arbitration is that the parties named in the dispute will pay for the time of an arbitrator. Arbitrators belong to arbitration associations that are usually private businesses, and fees for an arbitrator can cost several hundred dollars per hour. The court system, on the other hand, is funded by tax revenue and requires that the parties pay only filing fees and some other expenses and costs.

Besides the timing advantage, another strong point to arbitration is that the parties can choose the arbitrator that will preside over the case. Arbitrators have been trained in specific technical areas of the law and can be picked with this in mind. Judges in court proceedings cannot be picked and, although they have a broad knowledge of the law, the judge assigned to a case may not possess proficiency in the area that the dispute covers. In complex Georgia Business Disputes, having the option to choose a knowledgeable arbitrator will ensure that all parties are treated fairly under Georgia law.

When involved in business disputes resolved in the court system or through arbitration, it is advisable to retain an Atlanta, Georgia Arbitration Attorney. The lawyers at The Adams Law Offices have practice experience in all areas of Business Arbitration, Construction Arbitration, Contract Arbitration, and numerous other areas of law in which arbitration is an appropriate potential resolution.

The Georgia Arbitration Attorneys at The Adams Law Offices are well versed in the Georgia Arbitration Process despite the various rules and regulations set forth by different arbitration companies. Arbitration is a somewhat new alternative to litigation. While arbitration has been around for centuries, its modern day application is rapidly increasing.

At The Adams Law Offices, our Atlanta, Georgia Arbitration Lawyers know how to use the arbitration process to your advantage. The rules in an arbitration proceeding are usually more casual and the arbitrator or arbitration panel is usually more knowledgeable about the subject matter of the arbitration. The Adams Law Offices Atlanta, Georgia Arbitration lawyers keep abreast of the arbitration trends in various areas of law as well as the tendencies of local and regional arbitration panels. Protecting and promoting the best interests of you, your families, and your business, are at the heart of our goals. We invite you to let us educate you about the Georgia Arbitration Process. It can be effective, less costly, and in many cases such as Georgia New Construction Arbitration Cases, binding with no right to appeal.

Continue reading "ATLANTA ARBITRATION ATTORNEYS SAY GEORGIA ARBITRATION PROCESS MORE EFFECTIVE THAN COURT TRIALS – AND OFTEN OVERLOOKED AS RESOLUTION" »

In my years as an Atlanta and Marietta Business Attorney, I have found the area of Georgia Slander Legal Proceedings, and the First Amendment very intriguing. Under Georgia legal statutes, slander is a form of defamation that is punishable by law.

Slander occurs when a person makes a spoken statement, with negligence or malice, which is false.

The statement can damage an individual’s or business’ reputation and can be made during a conversation with one person or in front of a large audience. Statements that are true and can be proven as such, despite the negative impact of those statements, are not considered slander and cannot be considered in a Georgia defamation case. Additionally, statements that contain small inaccuracies, but that were made with good intention, will usually be overlooked by the court. This is true as long as the statement’s fundamental essence is not false.

Some statements are protected from being classified as slander due to “privilege,” but only if not made maliciously. In Georgia, privileged statements include comments regarding the actions of public officials. Attorneys also are given privilege to make statements that may be considered false by opposing counsel during the course of working on legal cases. Similarly, business people are afforded some margin of error in making statements about others. The court is likely to dismiss a single instance of false commentary about a third party, as long as that statement is not about a general incompetence, ignorance or lack of ability of that individual or business.

Federal law currently dictates the treatment of public figures in Georgia defamation cases. The premise is that these public figures, such as politicians and celebrities, have chosen a life that is subject to a certain level of public scrutiny. As a result, the plaintiffs in these defamation cases must prove that statements were made with true malice and disregard for the truth. In defamation cases involving private figures, federal law defers to state law. Private figures may collect damages in Georgia defamation lawsuits, by proving that the defendant intended simple negligence, and not necessarily malice.

Continue reading "GEORGIA DEFAMATION LAWS, SLANDER AND THE FIRST AMENDMENT" »

As an Atlanta, Georgia commercial dispute attorney, I have know Georgia defamation lawsuits are commonly reported in the media involving movie stars, professional athletes and other celebrities who claim that false statements have been made about them. But defamation lawsuits can also blindside Georgia business owners who may be unaware of how communications made by their employees can be interpreted under the law. Even false statements innocently made by employees about competitors or other third parties put businesses at risk. Statements made verbally in a business meeting or communicated via written documents, such as letters, advertising, press releases and emails, can be a source for damaging lawsuits. As a result, it is imperative that all communications, especially those intended for wide distribution, be checked for fairness and accuracy.

Georgia law outlines the four main elements of a defamation claim. The first is the false statement, which may be spoken (known as “slander”) or written (known as “libel”). Secondly, the statement must be spoken or communicated in writing to a third party. Thirdly, the defendant must be shown to have acted with negligence or, in some cases, malice. Lastly, the law requires that damage to the plaintiff be proven, unless the suit is classified as “per se” defamation. “Per se” defamation is based on false statements that are so egregious that they are automatically presumed to be harmful. Examples under which Georgia law considers a statement to be defamatory “per se” include statements that charge the plaintiff with a crime punishable under the law, or statements intended to damage the office or profession of the plaintiff.

The personnel departments of companies must be extremely careful about defamation concerning former employees. For this reason, it is critical to have an experienced North Georgia Business Lawyer review the policies and procedures concerning employee hiring and termination. The company’s communication policy should be reviewed as well, with the prevention of defamation lawsuits in mind. Additionally, it may be wise to consider insurance coverage in the event that any defamation claims are filed against the company.

Continue reading "ATLANTA, MARIETTA, SANDY SPRINGS, BUCKHEAD, ETC., GEORGIA, BUSINESS ATTORNEYS SHOULD HELP THEIR COMPANIES PREVENT DEFAMATION CLAIMS" »

Over the years I have handled many construction claims in my Atlanta, Georgia Construction Litigation Law Firm. Many intricacies to construction litigation are not understood by attorneys that do not normally litigate or arbitrate these types of cases. Two of the key concerns of plaintiffs in any Georgia construction dispute are to determine who is liable for Georgia commercial or residential construction defects, and who will pay for the damages that can be recovered. With possibly dozens of workers who touched the worksite, including architects, builders, contractors and independent sub-contractors, it can be difficult to sort out what exactly caused the issue and who the responsible party is.

Many people would automatically assume that the officers and employees of the construction company, when incorporated, would be protected from liability. But under Georgia law, there are ways to assign responsibility to construction company representatives, even when the company is incorporated. Having the construction litigation experience to address these issues effectively is critical. As a result, retaining legal counsel from an experienced Georgia construction litigation and arbitration lawyer is necessary to obtain a favorable outcome.

Besides providing representation for property owners with claims, construction litigation and arbitration attorneys can help construction companies and contractors in Georgia assess risk and organize defenses against potential claims. In today’s tough economic climate, builders and construction companies cannot afford to lose money on lawsuits that expend precious resources. Retaining the best possible Atlanta, Georgia construction legal counsel will save time and money for defendants.

Continue reading "GEORGIA CONSTRUCTION LITIGATION AND ARBITRATION - LIABILITY AND RECOVERY OF DAMAGES" »

The focus of this Blog Article will be Self-Dealing and Breach of Fiduciary Duties in this scenario. However, it is important to note that that Self-Dealing is just one way a breach of fiduciary duty can occur.

There are numerous situations where breach of fiduciary duties can arise. There are also many types of fiduciary duties, which can arise. Some of the most commonly breached fiduciary duties are as follows:

• Self Dealing

• Misappropriation of Funds

• Neglect of Fiduciary Duty

• Usurping Business Opportunities for Personal Gain

• Abuse of Power

• Shareholder Oppression

• Shareholder Squeeze Out

• Shareholder Freeze Out

• Conversion of Funds

• Failure to Act When Fiduciary Duty Imposes Such A Requirement

There are also a number of relationships that give rise to fiduciary duties. Some are as follows:

• Directors and Officers in Corporations

• Partners in Business

• Real Estate Brokers

• Real Estate Agents

• Stockholders/Shareholders

• Financial Advisors

• Financial Brokers

• Executors of Estates

• Trustees of Trusts

• Administrators of Estates

• Personal Representatives of Estates

• Guardianships of Wards

• Conservatorshops of Wards

• Powers of Attorney

• Health Care Situations

These different types of breaches of fiduciary duties will be addressed throughout this Atlanta Business Lawyer Blog over the course of time. However, for the purpose of this Blog Article, we will concentrate on one of the most frequently breached fiduciary duties, the classic case of “Self Dealing”.

Self-dealing is often occurs between officers and directors of Georgia corporations have a fiduciary duty of care and loyalty to the shareholders of those organizations. As such, under Georgia law they are obligated to act in good faith and in the corporation’s best interests. When officers or directors put their own personal interests above those of the corporation and shareholders (i.e. by using corporate assets for their own benefit), this is considered self-dealing. Issues such as self-dealing are a growing issue and occurrence in corporations. The Atlanta Fiduciary Law Attorneys in my Atlanta, Georgia Business Firm have represented numerous clients who have made with claims concerning self-dealing against the “higher-ups” and/or other “shareholders” in the corporation.

When this type of allegation is brought forward, the plaintiff must provide proof that the officer or director derived personal benefit from the transaction. If this is shown, then the officer or director must defend their actions by demonstrating that the transaction was for the benefit of the Georgia Corporation, and any perceived self-dealing was just happenstance and circumstantial. Even when the director or officer does prove that the action was favorable to the corporation, and ultimately the shareholders, it still may be considered a breach of fiduciary duty.

Self-dealing and other breaches of fiduciary duty can financially destroy a corporation. Thus, it is essential to have an operating agreement that clearly defines the obligations of all members and interested parties to a corporation. An experienced Atlanta, Georgia Fiduciary Law Attorney can put a stop to the self-dealing and adequately assist in imposing remedies in equity and at law upon the self-dealing party. Nevertheless, to dispense with arguments that self-dealing did or did not occur; it is wise to have an Georgia operating agreement that defines the responsibilities among members of the company, both for shareholders, directors and officers, and employees. A comprehensive operating agreement should be part of the beginning and day to day operation of any corporation.

Continue reading "GEORGIA BREACH OF FIDUCIARY DUTY LAWSUITS ON THE RISE AS SELF-DEALING RUNS RAMPANT" »

In my Atlanta, Georgia Partnership litigation law firm, I have noticed many individuals are stepping away from their employment with large companies to start their own Georgia businesses. Some feel that the current economic situation has provided a golden opportunity that should be seized and others are forced to move on after being downsized by their companies. Often, these businesses are Georgia partnerships formed with friend, family and/or former work colleagues. Unfortunately, a great percentage of people begin these Georgia partnerships without the proper legal guidance or documentation based on Georgia’s partnership laws. Unwittingly, these would be business partners believe that long time personal relationships between partners, their own personal business knowledge, or other such reasons, will sufficiently protect their Georgia business partnership from internal strife, power struggles, and/or economic failure.

The fact is, even under ideal circumstances, Georgia partnerships are complex and should not be left unchecked. While partnership agreements do keep the “honest people honest,” they also stop abuse by others with less than honorable intentions. As an Atlanta Business Partnership Lawyer, I have handled many cases where even the best intentions between business partners could not stop Georgia partnership litigation from arising. In cases when the business entity does survive, the resulting chaos usually proves to be costly and detrimental to the business.

Thus, preventing Georgia partnership disputes is paramount. This involves retaining an experienced Georgia partnership attorney at the beginning of the partnership to construct a fair and manageable business relationship between partners. The next best thing to beginning a business relationship, in which a Georgia partnership lawyer skillfully guides you, is to catch a Georgia business partnership dispute before it gets serious in order to protect your interests. Usually, the first partner who realizes this and seeks legal guidance has the upper hand in the outcome of any Georgia partnership dispute, litigation, or dissolution.

Georgia partnership disputes can surface between and among anyone with an interest or influence on the company, including Georgia partnership shareholders and family members. Once disputes do arise, business partners are inclined to blame one another for any business failures. Common issues to address when a business is failing include whether or not to sell the company, employee retention, and company management. An experienced Georgia Business Partnership Attorney can help sort out these issues and provide the most beneficial solution to all involved.

The Georgia business partnership attorneys at The Adams Law Offices can assist you in determining and implementing solutions to resolve disagreements between partners, protect Georgia partnership interests, or effectuate partnership dissolutions. While litigation is the most common way Georgia partnership disputes are resolved, mediation or arbitration are also wise dispute resolution options. Other alternatives include buy-outs, settlements and distribution or sale of the business entity.

Continue reading "CONSULT WITH AN ATLANTA, GEORGIA BUSINESS PARTNERSHIP ATTORNEY REGARDING YOUR BUSINESS PARTNERSHIP – THE SOONER THE BETTER" »

As an Atlanta, Georgia Business Litigation Attorney, I have seen a change in the way business is conducted since the economy started to decline a few years ago. The change is most evident in heavily populated urban areas like Atlanta, but can also be seen across Georgia. The level of trepidation is palpable and Georgia business deals are heavily scrutinized. This means your Georgia business lawyer should conduct intense due diligence prior to letting their client enter into any Georgia business agreement.

The shift can be attributed to the struggle that most businesses are engaged in due to the poor global economic situation. The economic climate has influenced the business community to become more ruthless. Many companies are enforcing contractual agreements strictly and not allowing for any leeway in interpretation or timing. The ability of a customer to pick up the phone, and with a short phone call, gain one-time forgiveness for a particular contractual term, like a payment deadline, is limited. Most companies are tightening their belts and putting profits before customer service and long-standing relationships.

Unfortunately, the state of the economy has encouraged a more serious and illegal type of behavior. Some business people are resorting to fraudulent activities in their business dealings. These activities include, but are not limited to, false advertising, product misrepresentation, and substandard quality resulting in known product defects. As the incidence of business failure increases, more business are resorting to these desperate measures. Because of this, Georgia business dealings between close friends, relatives, and long-time business partners are being scrutinized more closely.

The overall result is a climate of general apprehension. When faced with any contractual issue, it is imperative to seek the legal counsel of a competent Atlanta, Georgia Business Litigation Law Firm. An experienced Georgia business litigation attorney can assist in protecting you during contract negotiations when setting up a business deal and help you later on if disputes arise. As a consumer being represented by an Atlanta business lawyer will let you know your rights up front. As a business owner working with an Atlanta business attorney will give you knowledge of your level of risk and responsibility in any business arrangement.

Continue reading "OUR ATLANTA & MARIETTA GEORGIA BUSINESS ATTORNEYS POINT TO LAGGING U.S. ECONOMY TO EXPLAIN SHARP INCREASE IN GEORGIA BUSINESS DISPUTES" »

While each state has its own laws regarding operating agreements, Georgia business law does not specifically require LLCs to have a Georgia operating agreement. However, it is wise to draft one, since the operating agreement is arguably the one document that provides significant legal protection to members of any partnership or corporation. In my Atlanta, Georgia Business Law firm, I have seen many clients come to me with serious issues stemming from a failure to draft this agreement, especially in family run businesses. Neglecting to draft this document before or upon creating a partnership or corporation often results in costly and time-consuming litigation.

The Georgia operating agreement allows you to define the LLC’s financial structure and working relationships between members. Key items to be addressed and defined by the agreement are percent ownership of each member, duties and rights of each member, voting power of the members, allocation of profits and losses, the management model and rules for meetings and voting. Additionally, the operating agreement will include provisions that outline not only what will occur if the business is sold, but also what will happen if a member dies, becomes incapable of performing the stated duties, or wants to sell their share of the business.

Although an operating agreement in Georgia can be oral (for multi-party LLCs only), it is always best to prepare it as a formal written document. In Georgia, the preparation of a written operating agreement should not be overlooked for several important reasons. It will help limit misunderstandings between members, ensure that the business is run by the rules established by the owners (not by the default rules of Georgia statute) and it will protect the company’s limited liability status (by preventing "piercing the corporate veil"). Protecting the company’s limited liability status is especially important if one person owns the LLC. With a properly drafted operating agreement, the one-person LLC can easily defend its status as an LLC in court proceedings, and the owner can avoid personal liability issues.

Continue reading "GEORGIA OPERATING AGREEMENTS ARE CRITCAL IN PROTECTING LLC BUSINESS PARTNERS" »

The majority of the businesses in the United States are close corporations. Georgia close corporations are classified as having a maximum of fifty shareholders, no publicly traded stock and active management by shareholders. Because close corporations usually employ the shareholders, these companies generally have a more relaxed management style. The downside is that this management model puts the minority shareholders in a situation where they quickly can be faced with “squeeze out” or “freeze out” tactics, that typically result in termination of employment with the company.

Often times, income from employment is the most valuable stake that these minority shareholders have as shareholders. Shares held have no value on the open market. That, coupled with the fact that majority shareholders are unlikely to buy the minority’s shares at a fair price, leaves the minority shareholder with little or nothing upon being terminated. Georgia business law statutes provide protection for minority shareholders faced with this situation. Just as in ordinary corporations, all shareholders in close corporations have the right to inspect the documents pertaining to the company, including, but not limited to, bylaws, shareholder meeting minutes, documentation of actions taken outside of meetings and resolutions related to share classification. In the case of wrongdoing, documents discovered during inspection can provide the required evidence to file a lawsuit against the company.

Additionally, Georgia law states that the majority shareholders have a fiduciary duty to the minority, allowing for minority shareholders to sue for dissolution of the close corporation when these duties are not fulfilled. These suits can be filed if the majority shareholders have acted, are acting or are expected to act in an illegal, fraudulent, oppressive or unfair fashion toward the minority. Minority shareholders also can sue for fair valuation of their shares. Whatever the circumstance, it is critical to seek the counsel of an experienced Atlanta, Georgia Business litigation attorney to resolve shareholder complaints. Having a properly drafted operational agreement can prevent these types of disputes from developing, but if conflicts do arise, a qualified lawyer will ensure that all possible legal avenues are pursued to help the minority shareholder receive fair treatment and compensation under Georgia law.

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In my Atlanta, Georgia Business Law practice, I have worked with clients who have taken their Georgia business litigation and disputes to the court system for resolution, and others who have gone through the process of arbitration. Many times, a business contract specifically states that all disputes must be resolved through arbitration, yet unless contractually mandated, arbitration is often overlooked. It is important to note that while both methods have their advantages, arbitration is often the fastest and can be very cost effective.

In Georgia it can take a minimum of a year for a case to go to trial, while the date of the final arbitration hearing can be set much sooner. Disputes are often resolved just a few months after the arbitration process is initiated. The disadvantage to arbitration is that the parties named in the dispute will pay for the time of an arbitrator. Arbitrators belong to arbitration associations that are usually private businesses, and fees for an arbitrator can cost several hundred dollars per hour. The court system, on the other hand, is funded by tax revenue and requires that the parties pay only filing fees.

Besides the timing advantage, another strong point to arbitration is that the parties can choose the arbitrator that will preside over the case. Arbitrators have been trained in specific technical areas of the law and can be picked with this in mind. Judges in court proceedings cannot be picked and, although they have a broad knowledge of the law, the judge assigned to a case may not possess proficiency in the area that the dispute covers. In complex business disputes, having the option to choose a knowledgeable arbitrator will ensure that all parties are treated fairly under Georgia law.

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The Atlanta business lawyers at The Adams Law Offices have noticed that in these tough economic times when everyone is trying to save money, a lot of consumer offers seem to good to pass up. When we complete a purchase, sometimes we come to the realization that we have been mislead or a contract has been breached, and by this time it is often too late to return the product or we are left with what seems to be no recourse. So what can an ordinary consumer do when faced with a deceptive business practice? It is common to feel powerless, but fortunately Georgia has a law to help consumers fight back.

The law is called the Georgia Fair Business Practices Act and it protects Georgia consumers against many types of unfair and unscrupulous practices related to transactions made on personal, family and household products. The protection that this law gives to the consumer is broad, including, but not limited to, provisions on health spa and gym memberships, credit reports, insurance, telemarketing, multilevel marketing opportunities, “going out of business” sales and specific types of promotional activities, such as vacation prize offerings, contests and giveaways.

The Georgia act (O.C.G.A. Sections 10-1-390 et seq.) is enforced by the Governor’s Office of Consumer Affairs and specifically prohibits the following:

1) Misrepresenting who the actual manufacturer is of the good or service

2) Claiming that goods come from a geographical location, when they actually come from a different location

3) Representing used goods as new

4) Falsely stating the quality, grade or model of goods and services

5) Making false or misleading statements about a business or its product or service

6) Advertising goods or services with the intent of not honoring the advertising claim

7) Advertising goods or services without enough product on hand to satisfy consumer demand, except when the advertisement states that quantities are limited

8) Making untrue statements about sale prices

If you feel that you have purchased a product or service that is not living up to the claims stated by the seller, contact a qualified Atlanta, Georgia Business Attorney. Your attorney will work with you to recover damages and fight to stop the offending seller from continuing the unfair or deceptive practice.

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As the world economy tightens and companies strive to turn a profit, it is not only Georgia consumers who fall victim to illegal business tactics and unfair business practices. Georgia companies also can be affected by the illegal and unfair business practices of their competitors. Businesses today are operating in a cutthroat environment driven by increasing competition, changing sales goals, workforce cuts and cost reductions. So it is not surprising that companies of all sizes are vulnerable to competitors that will take any action required to get a competitive edge.

While many companies do follow the law when competing within a given industry and limit their strategies accordingly, some take actions that are clearly in violation of Georgia business law. When disputes do arise, it seems that the large companies with deep pockets are able to protect themselves. They appear to effortlessly litigate in order to safeguard their market share, leaving smaller companies in their wake. While some smaller companies do participate in unfair business practices, it is often smaller businesses that need greater protection. Because of their size, these smaller companies often face a challenge when defending their rights against larger companies and corporations.

The upside is that Georgia business law regulates how businesses operate so that all companies have the opportunity to do business in an environment free of illegal and unfair business practices. The laws exist to discourage unfair behavior, but for some companies the temptation is too great and the law is broken. There are a host of activities that fall into the category of unfair business practices including price fixing between competitors, false advertising, monopolies and boycotting certain businesses. When laws are broken and companies become victims of these types of activities, Georgia business lawyers are there not only to defend the interests of their clients, but also to fight for compensation for losses incurred.

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Atlanta business law firms that practice in the area of fraud litigation have seen a dramatic rise in the number of cases. The fraud lawyers at my firm believe the increase in the number of fraud cases is due to the troubled economic times that persons and businesses in the Atlanta, Georgia, area are experiencing. In this troubled economy, we believe otherwise honest people have turned to fraudulent activities to make ends meet.

In a well-known case, ReMax North Atlanta v. Clark, 244 Ga. App. 890 (2000), the Georgia Court of Appeals elaborated on the tort of fraud, which has five essential elements. They are as follows:

1. A false representation or omission of a material fact;

2. Scienter – or knowledge;

3. Intention to induce the party claiming fraud to act or refrain from acting;

4. Justifiable reliance; and,

5. Damages

Fraud can take place in many areas of business. Presently, our Atlanta fraud lawyers are seeing the largest number of fraud cases in the areas of real estate transactions, the construction and building of homes, and the accounting and managing of monies or assets.

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As an Atlanta foreclosure lawyer, it is apparent to me that in today’s economy, many people are having problems with their mortgage payments and their mortgage companies. Many people have suffered a loss of income that has affected their ability to make their monthly mortgage payment. Others have found themselves stuck in homes that are worth far less than what is owed on the mortgage. Should you have any trouble making your mortgage payments, you likely are going to have to deal with a mortgage company in order to retain your home and move on with your life. Unfortunately, this is easier said than done.

Our Georgia loan modification lawyers realize Mortgage Companies and Banks were not prepared for the economic changes that have occurred in the housing market. Over 3.3 million homes have gone into foreclosure since January of 2008. The Banks simply do not have the employees, time or resources to adequately deal with the number of foreclosures and loan defaults that are occurring. This means long delays in modification deals, never speaking to the same person at the bank twice and general confusion that can lead to losing your home in foreclosure, even if you think that you are negotiating a modification or that you have an agreement concerning you arrearage in place with your lender.

Complicating the situation even further is the fact that most mortgages in Georgia provide that any foreclosure are “non-judicial”. This means that the lender does not have to use the court system to foreclose on your property and sell your house. Instead, they are allowed to send you a notice that they intend to sell your house on the courthouse steps on the first Tuesday of the next month. They also publish this notice in the local paper. Then when four weeks have passed, they auction the house at a sheriff’s sale to the highest bidder.

Fortunately, legal options are available those are facing foreclosure. In Georgia, mortgagors are required to use the utmost good faith in their dealings with you.

Specifically, O.C.G.A. § 23-2-114 provides:

Powers of sale in deeds of trust, mortgages, and other instruments shall be strictly construed and shall be fairly exercised. In the absence of stipulations to the contrary in the instrument, the time, place, and manner of sale shall be that pointed out for public sales. Unless the instrument creating the power specifically provides to the contrary, a personal representative, heir, heirs, legatee, devisee, or successor of the grantee in a mortgage, deed of trust, deed to secure debt, bill of sale to secure debt, or other like instrument, or an assignee thereof, or his personal representative, heir, heirs, legatee, devisee, or successor may exercise any power therein contained; and such powers may so be exercised regardless of whether or not the transfer specifically includes the powers or conveys title to the property described. A power of sale not revocable by death of the grantor or donor may be exercised after his death in the same manner and to the same extent as though the grantor or donor were in life; and it shall not be necessary in the exercise of the power to advertise or sell as the property of the estate of the deceased nor to make any mention of or reference to the death.

The Supreme Court of Georgia has interpreted this statute to mean that a mortgagor must deal with a mortgagee in the utmost good faith, and if they do not, then the mortgagee may have a cause of action against the mortgagor for not acting in good faith. This includes lenders and banks failing to negotiate in good faith with the homeowner regarding payment and when lenders fail to provide the proper notices in foreclosure. If a court determines a foreclosure to have been in violation of these duties, then the foreclosure may be rescinded or the homeowner may be awarded monetary damages.

Continue reading "ATLANTA MORTGAGE AND LOAN MITIGATION LAWYERS INQUIRE; UNDER O.C.G.A. SECTION 23-2-114, DOES THE BANK OR LENDER HAVE A DUTY TO YOU? YES MAYBE THE ANSWER" »

As a business lawyer, I have had a number of business persons ask me, “do corporations in Georgia need to be represented by an attorney?” The answer is a resounding “Yes”.

First, in Georgia business litigation matters, corporations must be represented by a licensed Georgia attorney in “courts of record.” Eckles v. Atlanta Tech Group, 267 Ga. 801, 485 S.E.2d 22 (1997). The Georgia Supreme Court found that although a corporation may be considered to be a “person” under Georgia law, when the corporation is facing litigation, it must hire an attorney to be represented in court. The Court reasoned that because a corporation can only act through its agent, when that agent represents a corporation in court, he or she is acting as a legal representative and must be a licensed attorney. Thus, a corporation cannot represent itself in court and must hire a business attorney.

Although not required by law, several other essential reasons exist for having an experienced Georgia business attorney involved in your company’s non-litigation matters. Having a knowledgeable attorney represent your business from the outset can save your corporation substantial monies, unnecessary trouble and expense, and protect your business from costly disputes and litigation. Areas in which an attorney can be extremely beneficial include, but are not limited to, ensuring proper corporate entity formation, employment contracts and hiring or firing decisions, entering into third party contracts, and avoidance of disputes and litigation.

• Incorporation: Deciding whether to form a corporation or a limited liability corporation (LLC) can have significant personal liability and tax consequences. Further, many specific legal formalities must be followed in order to incorporate or form an LLC, including the execution of many legal documents. Thus, it’s essential to have a knowledgeable corporate attorney advise you on the type of business entity that is best suited for your company. If you are unsure what steps your business should take, investing in even an hour of an attorney’s time can lead to a huge return on investment. Simple mistakes in incorporating can lead to serious financial and legal issues at a later time.

• Employment Contracts: Many employee disputes and lawsuits could be avoided by having an attorney involved at the outset. Claims may arise because of confusion over job duties, payment of wages, and the failure to sign important documents such as non-disclosure of company secrets or non-competition agreements. Having an attorney ensure proper employment agreements and documents are in place at the beginning of an employment relationship can save your company from unnecessary trouble and expense down the road arising from employee disputes and litigation.

• Hiring and Firing: Our Atlanta business lawyers are well versed in the employment law. We know and understand there are legally correct methods to hire, fire, and lay off employees. The business employment lawyers at our firm understand the importance properly hiring new employees and setting expectations of them, executing the proper employment contracts, legally documenting these matters, as well as engaging in an appropriate amount of other protective measures for your business. Likewise, our Atlanta business employment lawyers understand the necessary steps and measures and document employee performance, adherence to business standards, and the proper way to fire or lay off employees should the need arise. The procedures and actions we take can be crucial in case a disgruntled employee decides to file a lawsuit or an action with a governmental entity such as the EEOC.

• Third Party Contracts: It is extremely important to have your own Georgia business lawyers draft contracts and agreements in a manner favorable and protective of your business interests. Likewise, contracts offered by third party vendors, leases, and distribution agreements are often one-sided in favor of another party. As such, it is important to have a knowledgeable business attorney review all documents and contracts in order to ensure your company’s best interests are protected. Oftentimes, this includes negotiations concerning essential and material terms of any contract.

• Avoiding Disputes and Litigation: The Atlanta business lawyers at our firm understand that we live, work, and conduct business in an increasingly litigious society. Our business lawyers consider protecting you and your business from being involved in litigation an essential part of their job function. Lastly, if you are a Georgia business facing litigation, it is crucial you engage the services of an experienced Georgia business law firm immediately.

Continue reading "AN EXPERIENCED ATLANTA BUSINESS ATTORNEY IS ESSENTIAL TO YOUR COMPANY" »

As Atlanta, Georgia, real estate fraud lawyers, we have seen a rise in the “house flipping” trend over the last several years. House flipping is the process of buying a home, renovating the home, and then selling it for a substantial profit within the course of a very short time. Often, an investor is able to make money from flipping a house by fixing less costly cosmetic issues - such as carpeting, painting, and appliances - and then selling the house at a significantly higher price.

If you are an investor interested in house flipping, you should contact a knowledgeable real estate attorney who can help with all aspects of your real estate transaction. Recently, several house flipping schemes aimed at potential real estate investors have come to light, exposing housing management investment companies and banks working together to defraud potential investors.

In one scheme, a Georgia Bank came under fire after the revelation that one of its co-founders and a chief executive was heavily involved in making fraudulent loans. Through the Bank, chief executive made short-term loans to inner-city investors interested in flipping house in low-income neighborhoods. Because the investors often did not have easy access to loans from traditional banks, the company charged hefty fees and exorbitant interest rates.

Another scheme in involved a European man who enticed flippers – for a substantial fee – with cheap properties and access to expert renovators. He then sent his investors to the Georgia Bank to obtain loans to buy his properties. Allegedly, kickbacks were paid to the loan officers at Georgia Bank who approved the funding. The European man is now in federal custody on charges of fraud. The European Man and the unnamed loan officer made money, but many of the properties were never renovated and the investors lost their money.

These flipping schemes have created additional problems in some of Atlanta’s most needy neighborhoods – with newly flipped homes sitting vacant and attracting criminals and squatters. Although many flipping schemes have come to light over the last several months, The Wall St. Journal reports that home flipping is making a comeback with investors buying up foreclosed properties. These flippers need “cold cash, lots of local-market knowledge and strong nerves.”

The best advice for real estate investors interested in getting involved in the flipping market is to do your homework, be wary of schemes, and be willing to take some risks. Contact a dedicated Georgia real estate fraud attorney who can help you determine if the property you are interested in is suitable for flipping. However, if you believe, you have been a victim of house flipping fraud; please contact The Adams Law Offices immediately to discuss your case.

Continue reading "THE ATLANTA, GEORGIA, REAL ESTATE FRAUD LAWYER TO THE ATLANTA, GEORGIA, REAL ESTATE INVESTOR – “BE WARY OF HOUSE FLIPPING SCHEMES”" »

The Atlanta, Georgia, business litigation lawyers at our firm find that most plaintiffs and defendants involved in Georgia business lawsuits turn exclusively to the state or federal courts to resolve their cases. In fact, most clients assume state and federal courts are their only option for resolving their disputes. However, there are excellent dispute resolution alternatives, which may have exhaustive benefits for our clients.

Arbitration can be an effective means of dispute resolution, especially for parties who desire a fast resolution on a complex issue. The Official Code of Georgia contains a section laying out the necessary procedures for arbitration in Georgia. This section is generally referred to as the Georgia Arbitration Code, and is located at O.C.G.A. §9-9-1, et seq.

Arbitration, though very similar to the court system, can provide parties involved in business disputes with some unique advantages. First, the parties dictate how they want the arbitration to proceed by designing their own timelines. Unlike the Georgia court system where it typically takes at least a year (or sometimes much longer) for a case to proceed to trial, the parties to an arbitration can schedule a final arbitration hearing within a few months after initiating the arbitration process. This is why many business contracts specify that arbitration is the required form of dispute resolution if a conflict arises. Another advantage to arbitration is that the parties can select an arbitrator who has specialized training or experience in a technical or specialized area of the law. This is in marked contrast to the court system where judges, though generally knowledgeable on the law, may not have any pertinent experience related to a complex business matter, such as construction, intellectual property, or employment. When parties use the court system, it is also important to note that they have no say in which judge is ultimately appointed to oversee their cases, while in arbitration, the parties typically collaborate in choosing a specific arbitrator.

Whether you may be involved in a Georgia business litigation case or are presently engaged in an ongoing business dispute, our Atlanta business lawyers would welcome the opportunity to evaluate your situation and advise you of your options.

Continue reading "ATLANTA, GEORGIA, BUSINESS ATTORNEYS WHO KEEP OPTIONS OPEN FOR THEIR CLIENTS – FROM ATLANTA (FULTON COUNTY) TO CUMMING (FORSYTH COUNTY) TO MARIETTA (COBB COUNTY) TO DECATUR (DEKALB COUNTY) -- WE WANT A FAVORABLE OUTCOME IN YOUR CASE" »

As an Atlanta, Georgia construction defect litigation lawyer, I place most construction defects into four (4) legally distinct groups:

Design Defects: These defects occur when a design professional, such as an architect or engineer, creates a building design, which is not within acceptable industry standards. A simple illustration of design defect is the creation of a building with a roof that results in poor drainage, inadequate structural support, or allows water penetration.

Material Defects: These occur when substandard building materials are used and/or cause damage to the building. An illustration of the use of substandard building materials would be leaking windows even though they have been properly installed (Note: Here, the window materials must be defective).

Construction Deficiencies: These usually arise from poor craftsmanship or workmanship that is not performed in a professional workmanlike manner, which is acceptable in the industry. An illustration is cracks in foundations or walls, rotting wood, electrical problems, and plumbing leaks.

Subsurface Deficiencies: These usually arise when houses are built on hills and areas were providing a stable foundation is difficult or where the builder fails to secure a suitable foundation. An illustration of this would be structural movement or shifting, building without proper grading or below grade.

If you believe your construction defects or significant problems, you should have it inspected immediately by an experienced architect or engineer. The type of inspection you should have largely depends on the type of problems you are experiencing. Hiring an experienced Georgia construction lawyer is a critical step in protecting your rights as a homeowner and assisting you in finding the right architect or engineer. Not every architect or engineer is in the business of inspecting and evaluating defective work.

Continue reading "ATLANTA, GEORGIA, CONSTRUCTION, ARBITRATION, AND HOME DEFECT LAWYER GIVES ADVICE: WHAT IS THE BEST WAY TO FIND OUT IF YOUR NEW HOME HAS CONSTRUCTION DEFECTS?" »

As an Atlanta, Georgia Business Attorney, I advocate many different forms of business entities under which a Georgia company can operate. One of my favorite entities is the Georgia Limited Liability Company (LLC). This is an entity recognized by the State of Georgia and affords its owners and investors (members) significant protection from liability as well as significant tax advantages. Such protections and savings are the primary benefits of setting up and operating under a Georgia LLC.

It is important to have an experienced Georgia business law firm set up your Georgia LLC. The costs are relatively inexpensive considering the time, investment, and serious nature of operating your Georgia LLC. Our Atlanta, Georgia, business attorneys can give you an overview and guidance on how to keep records and conduct business. Moreover, while it may seem easy to operate an LLC, seeking and following the advice and guidelines of an experienced Georgia Business Attorney is critical. Our Georgia business lawyers will walk you through the steps to protect your business as well as your personal assets. This could very well prevent “Piercing the Corporate Veil” and accessing your personal assets to pay liabilities and debts of the LLC. This is just one reason it is so important to have an experienced Georgia business lawyer work with you in setting up your LLC.

NOTE: Buying some “operating agreement” form over the internet to set up your business affairs likely is an immense and potentially costly mistake. This type action can get you in significant legal trouble with dire legal consequences. Likewise, setting up an LLC online and/or without the representation of a Georgia business lawyer is a dangerous and likely costly and poor business decision.

Once the initial research has been performed and information has been gathered concerning the structure of the Georgia LLC, the LLC’s application, By-Laws, Articles, Registered Agent, and other important matters are submitted to the Georgia Secretary of State for processing. Georgia law firms with significant experience in this area also can set these matters up online and a proper Georgia LLC can be set up in just a couple of days. Provided everything is in order, the Georgia LLC is created and its members will be authorized to do business as the LLC in the state in which the LLC is organized.

Continue reading "YOUR ATLANTA, GEORGIA, BUSINESS LAWYER AND OPERATING AGREEMENTS FOR YOUR CORPORATION: DEFINING THE ROLE OF THE MEMBERS AND THE LLC" »

The Atlanta business litigation attorneys at our law Firm have seen a dramatic increase in Georgia business litigation claims pertaining to partnerships, contracts, leases, and other business matters. This is especially true in the Metro Atlanta area where business failures are on the rise, financial stresses are abundant, and business outlooks and attitudes have seemingly forever changed.

On top of the legitimate “deals gone bad” amongst Atlanta, Georgia business deals and relationships, the perceptions of doing business in the Metro Atlanta area have also changed. Business persons of all sorts have become ever increasingly apprehensive and even mistrustful of many business dealings with otherwise close partners, acquaintances, and colleagues.

In these ever-changing economic times, one premise of business relationships has become abundantly clear. It is as follows: Look out for number one and be wary, skeptical, and guarded of all others! In fact, deals that would have otherwise have been done on a handshake; now need top-level scrutiny by experienced and sophisticated Atlanta business attorneys.

If you feel you are in a vulnerable situation as to your business relations or you may suffer damages because of the business dealings of others, or you just want to make sure you are protected in these troubled ruthless times, you should contact one of our Atlanta business lawyers to evaluate your situation and advise you accordingly. The Adams Law Offices assists individuals, businesses, and entrepreneurs in Atlanta business litigation claims, business transactions, and protection of businesses and their corresponding individuals.

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In my practice as an Atlanta, Georgia partnership dispute lawyer, I often see one partner left trying to keep up all the accountability of the business and/or partnership responsibilities to the detriment of their livelihood, family, monies, and credit, while the other business partner or partners disappear into the "woodwork" having little or no accountability for partnership debts, liabilities or problems.

Partners owe a fiduciary duty to each other and are generally jointly and severally liable for partnership responsibilities, liabilities, and debts. Therefore, our Firm's advice is not to let your partner off the hook just because you are adhering to your own sense of responsibility. If you have been in partnership and feel you have been left with all the responsibilities, liabilities and debts of a failed partnership, please know that you should contact an Atlanta partnership litigation attorney immediately. The Adams Law Offices assist individuals, businesses, and entrepreneurs in holding their respective partners to their obligations. Despite the circumstances of your failed business and/or partnership, our Firm would appreciate the opportunity to hear about your circumstances and offer our assistance in rectifying and equalizing your partnership responsibilities.

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As an Atlanta breach of contract lawyer, I am seeing more and more Georgia breach of contract claims. My opinion is that part of the increase in frequency of breach of contract claims is attributable to the difficult economic times we have encountered. In my Georgia business litigation law firm, I have seen a dramatic increase in breach of contract claims relating to business, real estate, lease agreements, and other forms of contracts. However, the proper way to handle a breach of contract situation is to seek an experienced breach of contract lawyer as soon as you think a claim may exist.

A breach of contract in legal terms amounts to a broken promise to do, or not do an act. Under general principles of law, a breach of contract occurs when a party fails to perform any material term of a contract without having an acceptable legal reason. The contract may be written, oral, or even implied. Under Georgia law, a breach of contract may include not finishing a job, failure to make payment in full or on time, failure to deliver goods, substituting inferior or significantly different goods, not insuring goods, or even failure to begin work on an agreement. In fact, if a party conveys they will not be able to perform under a contract, this is constitutes a form of breach of contract called “anticipatory breach,” and occurs where a party indicates by words or acts that party will not begin, complete, or otherwise materially perform the promised work.

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