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Richard Burt Professional Law Corporation
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Richard Burt Professional Law Corporation55 S Market St #1500
San Jose, CA 95113
Phone: (408) 286-7333 -
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Categories
- Alter Ego Liability
- Attorney-Client Matters
- Blue Sky Law
- Bulk Sale
- Business Disputes
- Buy-Sell Agreement
- Commercial Law
- Contract Drafting
- Corporate Law
- Covenant not to compete
- Directors and officers
- Entity Law
- Foreign LLC
- Indemnification
- Limited Liability Comanies (LLC's)
- Limited liability companies (LLC)
- Limited Liability Partnerships
- Limited Partnerships
- Mergers & Acquisitions
- Mergers and Acquisitions
- Minority Shareholders
- Non-competes
- Piercing the Corporate Veil
- Professional Corporations
- Purchase and Sale of a Business
- Qualifying to Do Business
- S corporations
- Securities Law
- Successor liability
- Suspended Entity
- Uncategorized
Bulk Sales Law: A Possible Trap for the Unwary Buyer of a Business
Buyers of businesses should be aware that California, like some other states, has a “bulk sales” law. Its official name is Uniform Commercial Code—Bulk Sales. The bulk sales act is designed to protect the creditors of a business by giving … Continue reading
Posted in Bulk Sale, Commercial Law, Purchase and Sale of a Business
Tagged acquisition of a business, asset purchase, bulk transfer, business purchase, commercial code, creditor claims, hidden liabilities, purchase and sale, purchaser liabiity, sale of business, successor liability, transferee liability
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Breach of warranty in the sale of goods and the statute of limitations
Cardinal Health 301, Inc. v. Tyco Electronics Corp. (2008) 169 Cal. App. 4th 116. Holdings Noted The four-year statute of limitations bars warranty claims unless the warranty explicitly extends to future performance of the goods and discovery of the breach … Continue reading
Posted in Commercial Law
Tagged breach of contract, breach of warranty, discovery of breach, express warranty, failure to give notice of breach, future performance, implied warranty, implied warranty of fitness for a particular purpose, investigating cause of failure, non-compliance with warranty, notification of breach, privity, statute of limitations
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Civil Code Sections relating to General Releases Modified
On February 28, 2019, the Corporations Committee of the Business Law Section of the California Lawyers Association published an e-bulletin that I authored. The text of the e-bulletin, as submitted for publication, follows. With SB 1431 (chapter 157, statutes of … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting
Tagged general release, release of unknown claims
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LLC Bound by Contract Even Though Contract Was Outside Its Purpose and Signatory Was Technically Not a Manager
The following is the text of an e-bulletin that I authored on apparent authority and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In Western Surety Co. v. La Cumbre … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting, Corporate Law, Entity Law, Limited Liability Comanies (LLC's), Limited Liability Partnerships, Limited Partnerships, Uncategorized
Tagged apparent authority, authority of manager, authority of officers, CRULLCA, misdesignation of manager of LLC, misdesignation of office of officer, Revised limited liability company act, RULLCA, ultra vires
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Filed UCC Termination Statement Binding on Lender Even If Mistaken
In a recent case, a lender made several financings of a borrower. The borrower paid off one financing, and the lender authorized the filing of a termination statement to release its security interest in a particular asset that secured that … Continue reading
Posted in Commercial Law
Tagged lender, security interest, termination statement, UCC
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Assignee of Suspended Corporation Cannot Sue on Assigned Claim
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 … Continue reading
Posted in Commercial Law, Corporate Law, Suspended Entity
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Excluding Assets From a Personal Guaranty
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 … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting
Tagged guarantee, guaranties, guaranty
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California Supreme Court Overrules Prendergrass
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 … Continue reading
Posted in Business Disputes, Commercial Law, Contract Drafting
Tagged agreement, contract, extrinsic evidence, parol evidence, parol evidence rule, parole evidence, Prendergrass, promissory fraud, written agreement, written contract
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