This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. Introduction One of the most important…
This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. It has been said that Hegel…
This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. I. Introduction and Irony2 In 1975,…
This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. I. Introduction In any context, the…
This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. On January 1, 2002, the Revised…
What Types of Trademarks Are the Easiest to Defend? Types of trademarks fall into one of five categories based on their distinctiveness. The categories are also known as the “Abercrombie Classification” from the seminal case Abercrombie & Fitch Co. v. Hunting World, 537 F.2d 4 (2nd Cir. 1976). The more distinctive a mark, the easier…
In a municipality, the governing body may choose to issue a conditional use permit for certain types of developments. Minn. Stat. § 462.3595. Getting such a permit allows for a use to be specifically allowed in a zoning district as long as certain standards are met. A conditional use permit leads to land development in…
Honoring Corporate Formalities Langford Tool & Drill vs. The 401 Group, LLC, et al. No. A14-0507 (Minn. Ct. App. 2015) In Langford Tool & Drill vs. The 401 Group, LLC, an unpublished decision, the Minnesota Court of Appeals reiterated the necessity to honor corporate formalities so one does not trigger personal liability. The facts were…
In this video, you get answers to these questions: What is a phantom stock plan? Why would people want to use a phantom stock plan? What are some problems with using a phantom stock plan? Introduction In a dynamic economy with rapidly developing technological advancements, companies often struggle to keep their key employees from moving…
What Examples (a.k.a. “Specimens”) Do I Need to Show Trademark Use? Trademark registration requires you to show the actual use of your trademark within the context of your offerings to the public. These examples are called specimens. Specimens show how you actually use your mark with your goods or services. Specimens are not the mark alone—they show your mark…
This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. The word “rejoinder” connotes a reply…
This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. The phrase “respondeat superior” seems a…
Introduction: Why (Already) a New Limited Partnership Act? The “shelf life” on uniform entity acts seems to be decreasing.1 The original Uniform Partnership Act (UPA) lasted eight decades, and the original Uniform Limited Partnership Act (ULPA (1916)) lasted six. In contrast, the 1976 Revised Uniform Limited Partnership Act (RULPA (1976)) warranted major revisions after just…
This is a guest article from Professor Daniel Kleinberger. Prof. Kleinberger is the director of the Mitchell Fellows Program at the William Mitchell College of Law. He was the reporter for the MSBA Business Law Section Task Force that developed the Professional Firms Act and the principal drafter of the act. “We shall not cease from exploration….
Sometimes after a purchase agreement is signed, one of the parties elects to cancel the agreement or is forced to cancel the agreement due to the breach of the other party. There a few ways in Minnesota to cancel a real estate purchase agreement: voluntary cancellation, statutory cancellation, and judicial cancellation. Voluntary Cancellation This is…
Minnesota’s Limited Liability Company Act (“MLLCA”) requires that governors and directors of Minnesota limited liability companies owe fiduciary duties to the company itself. The two main duties are the duty of care and the duty of loyalty. Duty of Care Minnesota statute 322B.663 states a governor and manager must act with “the care and ordinarily…
A common question I have been getting lately goes something like this: “I think I have a claim against my neighbor/friend/family member/ex-boyfriend/ex-girlfriend. I found this statute, 609.749, that prohibits stalking and I want to bring a cause of action in civil court.” This question is not unusual because there are so many laws and statutes…
On January 1, 2018, Minnesota’s new Revised Uniform Limited Liability Act will take effect. It is the most considerable change to happen to LLCs since they were first allowed. Overall, Minnesota’s new LLC law will be aligned with many other states that have enacted versions of the Revised Uniform Limited Liability Company Act. Those states…
Winning a court case and being awarded damages against a party does not necessarily mean that the court battle is over. Unless the losing party is willing to pay you on the judgment, you will have the obligation to collect it yourself. There are legal tools to help with the process, but there is no…
Back in the early 2000s, the Minnesota legislature revised Minn. Stat. § 514.02 to assist subcontractors in receiving payment for labor and materials used on a residential construction project through a civil action. The re-working of Section 514.02 also allows for homeowners who have properly paid their general contractor, who then in turn fail to…
If one were to peruse a number of contracts, he or she should not be surprised to find that a majority of the contracts would have what is called a “liquidated damages clause.” They usually look something like this: If the Hotel over-books, then, within 14 days of the occurrence of over-booking, the Hotel shall…
Is it Really a Licensing Agreement, or Did You Create a Franchise? Starting a franchise is expensive and is highly regulated not only by Minnesota Statutes, but also by the Federal Trade Commission. If one tries to avoid the world of franchises and instead create a license agreement, violations of the Minnesota Franchise Act (“MFA”)…
A person’s home is his or her castle. It should be a place of calm, comfort, and sanctuary. However, unless you live out in the country on lots of land, you will be in close proximity to other people’s homes and, as we all know, not everyone makes the best neighbor. So, when you believe…
Minnesota’s Anti-SLAPP Law: A Powerful Tool to Combat against Unfounded Defamation Lawsuits Lawmakers have recognized that defamation lawsuits (e.g. claims libel or slander) are sometimes used as tools to harass and intimidate citizens who appeal to their government for assistance. Hence, many states, including Minnesota, have enacted laws protecting citizens against strategic lawsuits against public…
A cooperative association, also known as a co-op, is a type of business that can be incorporated in Minnesota under the Minnesota Cooperative Law (prior to 2003) or the Minnesota Cooperative Associations Act (since 2003). A co-op is essentially a business that produces or distributes goods or services, owned and operated by its owners, for their…
Common disputes between Minnesota real estate brokers and their agents include unauthorized practice of law, fraud, broker misconduct, negligence, misrepresentation or failure to disclose material information, breach of duty, payment of commission, escrow money dispute, consumer dissatisfaction, and failure to be licensed. The key statute relevant to real estate broker and agent disputes is Minnesota…
At some point, it will be time for a business owner to determine a company’s future without the owner’s involvement. There are eight common ways for business owners to leave their companies. A business owner may… transfer the company to a family member, sell the business to one or more key employees, sell the business…
Family Cabin LLCs & Trusts While a family cabin is often filled with happy memories, conflict can arise when the cabin’s owner dies. Now comes the time to plan future ownership and responsibilities. If the cabin has been gifted to the former owner’s children, as often is the case, it is not uncommon for disagreements to…
Minnesota Court of Appeals: Reilly v. Antonello, 852 N.W.2d 694 (2014) Application of MUFTA Between Spouses This published court of appeals case that was decided in August 2014 dealt with alleged fraudulent sale of shares in violation of Minnesota’s Uniform Fraudulent Transfer Act, Minn. Stat. §513.41-513.51 (“MUFTA”). MUFTA is Minnesota’s adoption of the Uniform Fraudulent…
Minnesota Court of Appeals: Reilly v. Antonello, 852 N.W.2d 694 (2014) This published court of appeals case that was decided in August 2014 dealt with alleged fraudulent sale of shares in violation of Minnesota’s Uniform Fraudulent Transfer Act (“MUFTA”), in Minnesota Statutes sections 513.41-513.51. MUFTA is Minnesota’s adoption of the Uniform Fraudulent Transfer Act (“UFTA”)….