Under common law, the key issue in a trade secret case was whether there was intent to keep information secret. This changed when Minnesota became the first state to adopt the Uniform Trade Secrets Act in 1980, after the Uniform Law Commission approved the Act in 1979. Trade Secrets The Uniform Trade Secrets Act (the…
The Minnesota Unemployment Insurance Program governs unemployment benefits. The Program provides “workers who are unemployed through no fault of their own a temporary partial wage replacement to assist the unemployed worker to become reemployed.” To be eligible for benefits, an applicant must comply with several requirements. However, if the applicant was discharged from employment due to…
Respondeat Superior This latin term refers to the basic rule is that the employer (principal) will be liable for the negligent acts of an employee (agent) if those acts were part of the employee’s or agent’s duties, did not represent a radical departure from the normal conduct of the employee or agent, and were performed at an…
Negligent misrepresentation in Minnesota is defined in state law. Commonly litigated issues arise over whether defendants owe a duty of care. Defenses to the claim include primary assumption of risk and comparative negligence. Recovery for a negligent misrepresentation claim is limited to compensatory damages. RULE OF LAW A. Elements of a Claim A person is liable…
All states have enacted statutes to protect fair trade. These state statutes are modeled after the Federal Trade Commission Act, which prohibits ‘‘unfair or deceptive acts or practices in or affecting commerce.” Minnesota’s unfair and deceptive trade practice statute was first enacted in 1973. What is the purpose of unfair and deceptive trade practice laws?…
If your business produces any software or has a website, you need an enforceable agreement with end users in order to protect business intellectual property and limit potential liability. Often times these agreements are referred to as End User License Agreements or EULAs. In recent years, courts have become more comfortable enforcing EULAs however, enforceability…
BACKGROUND The Uniform Commercial Code (UCC) is a comprehensive, uniform set of laws that govern commercial sales and transactions. The UCC was originally published in 1952 and was adopted by the State of Minnesota in 1965. It has been adopted in every state except Louisiana, with minor variations between states. This article will focus on Minnesota’s…
Overview of Defamation Law in Minnesota The purpose of defamation laws is to protect people from false statements that may harm others. Defamation is not defined by a Minnesota Statute. However, defamation is a common law cause of action that is well-established in Minnesota case law. In short, defamation is a false statement published to a…
The United States Department of Labor is responsible for administering regulations and statutes that affect business and are designed to protect employees from unfair practices. These are standards that business are required to adhere to; however, states also have the power to enact statutes and regulations to protect workers from unfair treatment. As such, corporations…
Wage Payment is a heavily regulated area of the law and Employers would do well to familiarize themselves with both state and Federal requirements. Here in Minnesota, wage law is largely governed by the Payment of Wages Act (“Wages Act”) at the state level, and the Fair Labor Standards Act (FLSA) at the federal level. Generally…
Are you the victim of someone else posting videos or photos of you online without your consent? Was your privacy violated? The following article provides general information for victims of unauthorized photos and videos, including being a victim of “revenge porn.” Photos and Videos While Intoxicated Many people make poor decisions while under the influence of…
The following is a guest article written by Tony E. Trussell of Business Whyse Strong Emotions + First Impressions = Attitude (Good or Bad) Emotionally charged experiences create lasting memories. It has been 50 years, but I still remember kissing Peggy behind the lilac bush on our way home from 5th grade like it was yesterday. The…
This is part six of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer WRITTEN ACTION OF ORGANIZER OF [COMPANY NAME] The undersigned, being the Organizer of [COMPANY NAME], a Minnesota professional limited liability company (the “Company”), acting pursuant to…
This is part five of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer EXHIBIT A Schedule of Members of [COMPANY NAME] Name of Member Address Contribution Membership Interest [NAME] [ADDRESS] $ % I hereby certify that the above…
This is part four of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer The Operating Agreement of [COMPANY NAME] A Minnesota Limited Liability Company Article One Company Formation……………………………………………………….. …
This is part two of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer WRITTEN ACTION IN LIEU OF MEETING OF MEMBERS OF [COMPANY NAME] The undersigned, being all the members of [COMPANY NAME], a Minnesota limited liability company (the…
This is part one of a series on single owner LLC formation. Articles of Organization Initial Member Resolutions Member Resolutions Operating Agreement Schedule of Members Written Action of Organizer ARTICLES OF ORGANIZATION OF [COMPANY NAME] The undersigned Organizer, being a natural person of at least eighteen (18) years of age, in order to form a…
Below are examples business owners can use as templates for meeting minutes and written actions in an LLC or corporation. Business laws in the United States require a business owner to follow certain formalities to avoid piercing the corporate veil. In an LLC, this is referred to as piercing the limited liability shield. In other…
Below is an example of meeting minutes for an annual meeting of a board of directors in a privately held corporation, including an S corp. Business owners and business attorneys can use this example as a template. Go here for more free examples and templates of LLC and corporate meeting minutes and written actions. Annual Meeting of Board of Directors of…
What are Shareholder Meeting Minutes? Below is an example of meeting minutes for the annual shareholder meeting in a privately owned corporation, including an S corp. Business owners and attorneys can use this example as a template. Shareholders are the owners of the corporation. Shareholders can amend the Articles of Incorporation, amend the Bylaws, and take all…
Below is an example of a Written Action of LLC members (owners) that can be used instead of the members meeting together. Instead of meeting, a quorum of LLC members can sign a Written Action, which takes the place of meeting and passing a resolution. Business owners and business attorneys can use this example as a template. Go…
Below is an example of a Written Action of an Organizer of an LLC. An organizer is the person who files the LLC paperwork with the government, initially forming the company. The organizer may be the LLC’s owner, attorney, or another party. An organizer is the LLC counterpart to an incorporator in a corporation. Business owners and business attorneys…
Outline for Meeting with Your Direct Reports The following is a sample template to use your direct reports (those who report to you). This template is designed to serve as a meeting agenda for managers to use on a routine basis—weekly, every two weeks, or monthly. Our Company’s Core Values Integrity Excellence Innovation Trusted Advisor…
MNvest is the name of a new Minnesota state law allowing crowdfunding for small companies in Minnesota. MNvest allows companies to raise capital online from unaccredited investors. MNvest is overseen by the Minnesota Department of Commerce. Unlike other crowdfunding websites—like Kickstarter, GoFundMe, and Indiegogo—MNvest allows companies to raise capital in exchange for offering equity ownership…
Mexico is currently the second largest medical device market in Latin America, the top importer of medical devices in Latin America, and one of the fastest growing markets worldwide. In Mexico, medical devices are regulated by the Federal Commission for Protection of Sanitary Risks (Comisión Federal para la Protección Contra Riesgos Sanitarios, or “COFEPRIS”), which…
In Minnesota, a telecommunications carrier is “a person, firm, association, or corporation authorized to furnish” an interchange telephone service and/or a local telephone service. Minn. Stat. § 327.01 subd. 6. Such carrier “does not include entities that derive more than 50 percent of their revenues from operator services provided to transient locations such as hotels,…
The following is a guest article from CJ DuBe’ of Achieve Traction. CJ will be speaking at our Minnesota CEO & Business Owner Conference on October 8. The Entrepreneurial Operating System (EOS) is a holistic business operating system focused on helping companies gain traction and realize their vision with a strong spotlight on being healthy….
Rent-to-own contracts (sometimes called lease-to-own) allow renters the option to purchase the rented property prior to the end of the lease. Minnesota has strict laws limiting fees with rent-to-own contracts. What is a Rent-to-Own Contract? Minnesota Statutes sections 325F.84, et. seq. applies to rental purchase agreements or “rent-to-own” agreements. It specifically applies to agreement[s] for…
In Minnesota, when someone is found to be negligent it means that they were not acting reasonably. The standard is what a reasonable person would have done in a similar situation. To prove a negligence claim, a plaintiff must prove: Duty (the other person owed a duty of care), Breach of that duty (the other…
Minnesota’s wiretapping statute, Section 626A .02, is almost identical to the federal wiretapping statute, 18 U.S.C. Section 2511(1). In general, Minnesota’s statute states that it is legal for a person to record a wire, oral, or electronic communication if that person is a party to the communication, or if one of the parties has consented…