Minority Shareholder Can Not Bring Claims Against the Corporation’s Counsel

In Reilly v. Greenwald & Hoffman, LLP (2011) 196 Cal. App. 4th 891, the court held that a minority shareholder could not bring a derivative action against the corporation’s outside counsel for misrepresentation, malpractice, or breach of contract. In March … Continue reading

Posted in Attorney-Client Matters, Business Disputes, Minority Shareholders | Tagged , , , , | Comments Off on Minority Shareholder Can Not Bring Claims Against the Corporation’s Counsel

Zalkind v. Ceradyne, Inc.

In Zalkind v. Ceradyne, Inc. (2011) 194 Cal. App. 4th 1010, Ceradyne, Inc. (Ceradyne), entered into an asset purchase agreement (asset purchase agreement) with Stanley and Elizabeth Zalkind (the Zalkinds) and Quest Technology, LP (Quest), a limited partnership owned by … Continue reading

Posted in Blue Sky Law, Contract Drafting, Purchase and Sale of a Business, Securities Law | Tagged , , , , | Comments Off on Zalkind v. Ceradyne, Inc.

A disclaimer can be worth its weight in lawyers

Doe v. SexSearch.com, 551 F. 3d 412 (6th Cir. 2008). Plaintiff John Doe, filing under a pseudonym, appealed the dismissal of his complaint against defendant, SexSearch.com (“SexSearch”), an online adult dating service that facilitates sexual encounters between its members.  In … Continue reading

Posted in Commercial Law | Tagged , , , , , | Comments Off on A disclaimer can be worth its weight in lawyers

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 , , , , , , , , , , , , | Comments Off on Breach of warranty in the sale of goods and the statute of limitations