Business Law Litigation

December 15, 2013 By Wesley Jones

ASSET PURCHASE AGREEMENTS: Closing Considerations in North Carolina

Depending upon the type of Business Assets involved, the following are just a few of the documents that a potential Buyer and Seller may want to include in an Asset Purchase Agreement at Closing:

The Parties will need a Bill of Sale and Assignment of Property.

The Buyer should determine if it needs to form a new Business Entity with which to buy the Seller’s assets.

The Buyer should consider whether it wants or need a Noncompetion Agreement with the Seller and/or the Seller’s Shareholders/Members, and/or Key Employees.

If Intellectual Property is involved, the parties will need an Assignment of Trademarks, Patents, and/or Copyrights, as applicable.

If the Seller’s website domain, email addresses, and/or telephone numbers are involved, the parties will need an Assignment Agreement to cover these items.

The parties will need an Assignment of Contracts, Leases, and/or Liabilities as applicable.

If the Buyer wants the Seller’s owners and/or Key Employees to assist Buyer with Buyer’s new business for a period of time after Closing, the Buyer will need an Employment/Consulting Agreement with these parties.

If the Buyer is not paying cash at Closing, the Seller will at a minimum want a Promissory Note signed by the Buyer, and a Seller should consider whether additional security is needed in the form of a Personal Guarantee Agreement signed by the Buyer’s individual Owners, a Security Agreement on transferred personal property, or a Deed of Trust on transferred Real Property.

The Buyer will want appropriate Approvals by the Seller’s Stockholders/Members and Board or Directors/Members.

The Seller will want appropriate Approvals by the Buyer’s Stockholders/Members and Board of Directors/Members.

If you are planning to Purchase the Assets of an existing business, the foregoing documents are just a few that a potential Buyer and Seller may want to include in an Asset Purchase Agreement. If you need help or advice, call an experienced Business Attorney. Call Wesley Scott Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Lawyer serving in Wilmington, North Carolina serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

The following are just a few of the Business Services that Wesley Scott Jones provides to clients: Annual Meeting Minutes, Annual Reports, Assignments, Board of Director’s Meeting Minutes, Business Entity Startup and Formation, Buying or Selling a Business, and Business Dissolution and Liquidation, Bylaws, Contract Review and Drafting (including Non-Compete or Noncompetition Agreements, Confidentiality Agreements, and Nondisclosure Agreements), Due Diligence Research, Drafting Shareholder and Operating Agreements, Drafting Shareholders and Directors Meeting Minutes, Leases, Licensing, Limited Liability Company Formation, LLCs, Meeting Minutes, Non-Profit Corporations, Non-Solicitation Agreements, Organizational Minutes, Partnership Formation, Professional Malpractice, Promissory Notes, Regulations, Shareholder Agreements, Shareholder’s Meeting Minutes, and Starting and Operating a Franchisee Business.

December 14, 2013 By Wesley Jones

ASSET PURCHASE AGREEMENTS: Pre-Closing Considerations in North Carolina

Depending upon the type of business assets that you want to purchase, the following are just a few of the things that a potential Buyer should consider:

Do you need a Nondisclosure Agreement with the Seller?

Is there an existing Broker/Finder Agreement that affects the transaction?

Have you determined all of the Related Parties on which due diligence should be performed (Seller, Stockholders/Members, Subsidiaries, or other Affiliated Entities)?

What is the Lien Status of the property to be conveyed?

Can the Seller produce a Certificate of Good Standing from the Secretary of State?

Are there any Third Party Consents required by Contracts with third parties that are to be assigned by Seller and assumed by Buyer?

Have you reviewed the Seller’s Financial Information?

If you are planning to Purchase the Assets of an existing business, these are just a few of the considerations that must be thought through and preferably verified prior to Closing on an Asset Purchase transaction in North Carolina. If you need help, call an experienced Business Attorney for advice and help. Call Wesley Jones now at 910-256-5800 for a free telephone consultation.

December 11, 2013 By Wesley Jones

OPERATING A FRANCHISE BUSINESS IN NORTH CAROLINA

Operating a franchise business is a great way to operate a business provided you begin the process properly and stay compliant with all relevant laws. A franchise business typically comes with a set framework for how the business will be conducted, products or services offered, pricing, and special promotions. Franchisors also give franchisees very specific guidelines for everything from advertising to how services or products are offered to the public. For many, running a franchise business is ideal – they are provided with a business formula with a proven track record of success.

As an attorney for numerous business owners in and around the Wilmington area, Wesley Scott Jones knows that it can potentially be easier and less stressful to operate a franchise as opposed to a solo enterprise. Another plus is the fact that around the country, franchises seem to have a higher survival rate compared to other similar ventures. Having the financial backing and name recognition of an established business certainly doesn’t hurt.

However, starting and operating a franchise business can be daunting, complicated and unnerving. One of the problems that can arise is the iron-clad nature of the contracts that large franchisors want franchisees to sign. What should be the proper term for the contract – 5, 10, 20 years? What kind of Security Agreements, if any, should you be willing to sign in favor of the franchisee? Do you fully understand all of the terms and conditions of the Franchise Agreement and will you be able to comply with all them? Should you operate the new business as a sole proprietorship or under a new Business Entity? That’s why anyone considering a franchise business should discuss his or her plans with a business law professional, like Wesley Jones.

Wesley Jones also has experience with taking a business from private ownership to franchise, including consulting on and drawing up Contracts and all legal paperwork involved in the transaction.

To schedule an appointment with attorney Jones, please give his office a call at 910-256-5800. Initial phone consultations are free. Call now!

The office is located in Lumina Station, just before the Wrightsville Beach drawbridge. The address is 1904 Eastwood Road, Suite 301. Parking is free parking!

Wesley Jones is a Business Law Attorney serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach, Landfall and Mayfaire), all of Pender County (e.g. Burgaw and Topsail Beach) and all of Brunswick County (e.g. Bolivia, Southport, Ocean Isle, and Oak Island).

December 7, 2013 By Wesley Jones

NORTH CAROLINA NONCOMPETITION AGREEMENTS

1. Buying a New Business:

If you are buying a new business, either by an Asset Purchase or Stock Purchase, you should consider whether you should require the Seller and its owners and affiliates to sign a Non-Compete Agreement.

When you buy an existing business, part of what you are buying is the established know-how and goodwill that the Seller has accumulated through the years that makes the business successful.

You will be making an enormous investment into this business so you probably want to make sure the Seller, to whom you just paid a lot of money, will not set up shop right across the street in competition with you.

2. Starting a new Business or Operating an Existing Business:

Even if you are starting a new business or operating an existing business, you do not want Key Employees to steal your proprietary secrets and know-how that you have perfected over the years.

Way to often, employees will work for an employer for a number of years, acquire their customers lists, pricing guides, and other business operation methods, only to decide that they can do it better.

Why work for the owner when you can be the owner? Most businesses can benefit from have Key Employees sign a Non-Compete Agreement.

The terms of a Noncompetition Agreement will vary based upon your particular situation. However, all Noncompetition Agreements in North Carolina must be supported by adequate and New Consideration and they must be reasonable in scope as to Geographical and Time restrictions.

If you are Buying a New Business and want to protect yourself from the Seller competing directly against you and the new business OR if you have a New or Current Business where key employees have access to all of your proprietary business information, call an experienced lawyer to help you through the process. Call Wesley Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Law Attorney serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

November 20, 2013 By Wesley Jones

Business Litigation Matters

When Wilmington attorney Wesley Scott Jones takes on a case, his goal is to handle the matter swiftly and effectively. As a business and lawyer and litigator, Wesley appreciates that his clients want to get back to business, not spend their valuable time in a courtroom. Over the years, attorney Jones has represented both plaintiffs and defendants from large and small businesses, including family-owned businesses, Corporations, Limited Liability Companies, Sole Proprietors, and Franchises, both big and small in District Court, Superior Court, Federal Court and in Mediation. Learn more about Business Litigation Services from Wesley Jones.

Whether the business owner is a new or experienced professional, the wide variety of issues that can escalate into a legal dispute is truly amazing. That is why it makes sense to retain the services of a skilled litigator, just in case. In recent years, Attorney Jones has represented clients throughout the courtrooms of southeastern North Carolina, in matters such as:

Account Collection
Breach of Contract
Breach of Corporate Duty
Business Judgment Rule
Contract Disputes
Collection of Past Due Accounts
Deceptive Trade Practices
Deceptive Business Practices
Debt Collection
Delinquent Accounts
False Statements
Franchisor-Franchisee Disputes
Fraud
Interference with Contracts or Business Relations
Judgment Recovery
Misappropriation of Trade Secrets
Misrepresentation
Negligent Misrepresentation
Nonpayment
Ownership Disputes
Partnership Disputes
Payment Disputes
Piercing the Corporate Veil
Torts
Unfair and Deceptive Trade Practices
Unfinished Work
Undelivered Goods

Most everyone going into a business or construction deal is usually hopeful and excited about the anticipated end result. Ensure smooth sailing for your business and gain piece of mind with a little help from the Law Office of Wesley Scott Jones. To learn more about the services his firm provides, please call lawyer Wesley Jones today at 910-256-5800 for a free consultation.

Wesley Jones is a Litigation Lawyer serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

September 25, 2013 By Wesley Jones

LITIGATION TERMS EXPLAINED

Regardless of how many episodes of Boston Legal, Law and Order, or Judge Judy you may have watched, there are scores of legal terms that are often misunderstood.

In an effort to reduce confusion, it’s a good idea to review a legal glossary now and then. Here are a few words from the legal lexicon which you should know if heading to court.

COMPLAINT – The first document filed to start most types of civil lawsuits. It is filed by the Plaintiff.

PLAINTIFF – The party who initiates a lawsuit by filing a Complaint.

CIVIL SUMMONS – The document attached to the Complaint that is served upon you by the Plaintiff (typically by sheriff or by certified mail) that informs you of the filing of the lawsuit against you.

ANSWER – The document filed in response to the Complaint. It is filed by the Defendant.

DEFENDANT – The party who drafts and files an Answer in response to a Complaint.

ALLEGATIONS – Factual statements made in a Complaint or an Answer that constitutes true and accurate statements of fact.

COUNTERCLAIM – The document filed by a Defendant making Allegations against a Plaintiff. This party is called a Third-Party Plaintiff.

Motion – Typically a written request to a judge seeking a ruling of law in favor of the moving party – i.e. the Plaintiff or the Defendant.

BRIEF – A written document drafted by an attorney in support of a Motion.

TORT – A civil injury or wrong to someone’s person or property.

BREACH OF CONTRACT – A civil injury or wrong involving a party’s rights and obligations under a contract.

For help in understanding legal terms that may be relevant to you or your business, please contact Attorney Wesley Jones in Wilmington, North Carolina : 910-256-5800. All initial phone consultations are free.

Wesley Jones is a Litigation Lawyer serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Landfall, and Mayfaire), all of Pender County (e.g. Burgaw and Topsail Beach) and all of Brunswick County (e.g. Bolivia, Southport, Ocean Isle, and Oak Island).