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Assignee of Suspended Corporation Cannot Sue on Assigned Claim

11/01/2013

In Cal-Western Business Services, Inc. v. Corning Capital Group, Inc. (2013) 221 Cal. App. 4th 304, a judgment creditor assigned to Pacific West One Corp. the judgment creditor’s interest in a judgment against Corning Capital. Then, at a time when Pacific West…

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Filing Requirements and Suspension of Corporate or LLC Powers

08/04/2013

California limited liability companies (LLCs) and California corporations are creatures of statute, and their failure to comply with statutory requirements can lead to their rights, powers, and privileges being suspended by the state. Annual Report to Secretary of State Each…

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Court Permits Assets of Business Entity to Be Used to Satisfy Creditors of Related Entity

07/25/2013

In Toho-Towa Co., Ltd., v. Morgan Creek Productions (2013) 217 Cal. App. 4th 1096, the court held that the assets of one business entity could be used to satisfy the obligations of a different, but related, business entity. This case deals…

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Excluding Assets From a Personal Guaranty

07/22/2013

The following is the text of an e-bulletin that I prepared that was published by the Corporations Committee of the Business Law Section of the State Bar of California. This was republished (under the title of “Excluding Assets from a…

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Third-Party Liability for Securities Fraud

07/02/2013

In some cases, a service provider associated with a business, such as an accountant, banker, broker, or lawyer, can be held liable for untruths or omissions made by the business in connection with the sale of stock (or other securities,…

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Supreme Court Decides California Law Does Not Apply to Dissolved Out-of-State Corporation That Did Business in California

02/22/2013

In Greb v. Diamond International Corporation (Feb. 21, 2013), the Supreme Court of California held that Delaware law governs the time for bringing an action in California against a dissolved Delaware corporation. In December 2008, plaintiffs Walter Greb (now deceased)…

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Superfluous Text in a Contract Opens Door to Litigation

02/19/2013

The recent case of Schron v. Troutman Saunders LLP, from the New York Court of Appeals, New York’s highest court, shows the importance of not including unnecessary verbiage in a contract just because it’s traditional. In this case, an LLC…

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Bylaw Indemnification and the Statute of Frauds

02/02/2013

In a recent post on his blog, Keith Bishop asks the question, Are charter indemnification provisions contracts? Many companies include provisions in their articles and bylaws that mandate indemnification of directors and officers, and they often say that they are…

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California Supreme Court Overrules Prendergrass

01/15/2013

In Riverisland Cold Storage, Inc. v. Fresno-Madera Production Credit Association (January 14, 2013), the California Supreme Court overruled a precedent of over 75 years’ standing (Bank of America etc. Assn. v. Pendergrass (1935) 4 Cal.2d 258) and held that a…

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Home State Law Applied to Dissolved Corporation

10/10/2012

In Robinson v. SSW, Inc. (2012), a California court applied Nebraska law to determine the liability of a dissolved Nebraska corporation for injuries the corporation allegedly caused to a California resident. Douglas G. Robinson died in November 2005 from mesothelioma, a…

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