Archive for Business Law

Don’t Pay for a Business, But Only Buy a Job!

Don’t Pay for a Business, But Only Buy a Job!

  • January 2nd, 2017
  • W. Jay Brown
  • Comments Off on Don’t Pay for a Business, But Only Buy a Job!

I see the ruins of a failed small business multiples times a year when either the seller or buyer is in my office looking for help picking up the pieces. The common characteristics are seller financing, few hard assets (ie…

Disappointed Bidders on Public Projects

Disappointed Bidders on Public Projects

  • December 1st, 2010
  • W. Jay Brown
  • Comments Off on Disappointed Bidders on Public Projects

Recently, the Michigan Court of Appeals released its decision in Cedroni Associates, Inc. v Tombilson, Harburn Associates Architects & Planners, Inc. (docket # 287024, released 11/16/10) which provides new avenues for the disappointed low bidder to challenge the bid process…

Defending Collections against Spousal Guaranties

Defending Collections against Spousal Guaranties

  • September 23rd, 2010
  • W. Jay Brown
  • Comments Off on Defending Collections against Spousal Guaranties

It’s becoming an all-too-familiar fact pattern: a former spouse loses his business and is uncollectable/bankrupt leaving the bank to look to the former spouse for collection pursuant to a guaranty taken out during the marriage. In those instances, lawyers need…

Michigan Contract Disputes – Rebirth of the Latent Ambiguity Doctrine

Michigan Contract Disputes – Rebirth of the Latent Ambiguity Doctrine

  • August 27th, 2010
  • W. Jay Brown
  • Comments Off on Michigan Contract Disputes – Rebirth of the Latent Ambiguity Doctrine

This week, the Michigan Supreme Court released its opinion in Shay v Aldrich, (# 138908 released August 23, 2010) and held that sometimes, “all” does not mean “all.” The facts in Shay were straight-forward – a plaintiff settled with two…

Treating Limited Liability Companies as Corporations

Treating Limited Liability Companies as Corporations

  • April 15th, 2010
  • W. Jay Brown
  • Comments Off on Treating Limited Liability Companies as Corporations

As Michigan law provides some effective remedies and developed common law to govern disputes involving corporations, it is often desirable to apply corporate law principles to limited liability companies. I’ve never seen any reason to treat the entities differently in…

Statutory Conversion Creativity

Statutory Conversion Creativity

  • January 22nd, 2010
  • W. Jay Brown
  • Comments Off on Statutory Conversion Creativity

Michigan’s statutory conversion statute (MCLA 600.2919a) used to confine its enhanced remedy to those who were wrongfully in receipt of converted assets. However, as it didn’t make sense to treat the person receiving the assets more harshly than the converter,…

Precluding Fraud Claims- The Winning Provision to put in your Contracts

Precluding Fraud Claims- The Winning Provision to put in your Contracts

  • January 22nd, 2010
  • W. Jay Brown
  • Comments Off on Precluding Fraud Claims- The Winning Provision to put in your Contracts

For years, commercial litigators have used merger clauses within contracts as a defense to fraud claims. The merger clause can prevent evidence of fraud from being introduced via the parol evidence rule and can also make any alleged reliance “unreasonable.”…

Deficiency Actions against Guarantors

Deficiency Actions against Guarantors

  • January 22nd, 2010
  • W. Jay Brown
  • Comments Off on Deficiency Actions against Guarantors

Recently, the Michigan Court of Appeals in Dearborn Capital Corporation v Facundo Bravo, (Docket No. 284274 released 9/22/09) issued a decision that serves as a harsh reminder to creditors of the consequences of failing to observe the letter of the…

Actions Involving Corporations

Actions Involving Corporations

  • January 22nd, 2010
  • W. Jay Brown
  • Comments Off on Actions Involving Corporations

Business litigation involving a corporation typically involves claims brought under the Michigan Business Corporations Act (“BCA”), MCLA 450.1101 et. seq. However, the BCA is not the only source of statutory claims involving corporations. Section 3605 of the Revised Judicature Act,…

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