Whether a dispute proceeds in court or in arbitration can have significant consequences for the positions of the parties and the outcome of the dispute. It is incumbent upon businesses, investors, and their advisors to understand the scope and enforceability of all potentially applicable arbitration agreements they, their affiliates, and their associates enter into both before and after disputes arise.Read More
The California Court of Appeal recently waded into the First Amendment guaranty of separation of church and state in Su v. Stephen S. Wise Temple, decided March 8, 2019. The case arose when the California Labor Commissioner sued the Reform Jewish synagogue, Stephen S. Wise Temple, which operates a preschool, for failing to provide 10 minute rest breaks, 30 minute meal breaks, and overtime pay to its teachers, as required under California’s Labor Code. The Temple argued its teachers were exempt from the state’s law requirements under the “ministerial exception,” first developed by the courts in 1972 and universally recognized, including by the U.S. Supreme Court.Read More
The February 26, 2019 Court of Appeal decision Ryan v. Real Estate of the Pacific, involving the sale of a house in La Jolla, California for $3.86 million, is instructive reading for real estate brokers, buyers, and sellers.Read More
With its January 7, 2019 decision in O’Gara Coach Co. v. Ra, the California Second District Court of Appeal began the year with a reminder to attorneys about the consequences of possessing an adversary’s privileged and confidential informationRead More
For investors considering acquiring loans from lenders, there are several legal and risk-related issues worth considering before moving ahead with this type of a transaction.Read More
Since the early days of private equity, funds, mostly organized as Limited Partnerships, have traditionally compensated General Partners, representing investment firms, via a management fee, generally an annual 2% of the total committed capital, and a carried interest, typically 20% of the funds’ future profits.
But a waiver of these fees can be beneficial for both Limited and General Partners. David Bismuth explains why.Read More
Does California’s new Labor Code Section 432.3, which prohibits employers asking prospective employees for salary history mean an end to the exchange of “Quotes” between Hollywood agents and producers.? Maybe not…Read More
This infographic displays some of the staggering volume that is handled by the Los Angeles Superior Court.Read More
This year’s Comic-Con saw the further evolution of a longstanding event—the importance of launching and protecting IP over a variety of platforms.Read More
Investing in a startup requires a healthy appetite for risk, and with startups sometimes you have to kiss a lot of frogs to find a prince or princess. When the start up you’ve invested in fails, there are prudent steps to take before the company closes its doors (or garage doors).Read More
California Employers face ever changing requirements in the second half of 2018—minimum wages are going up in certain cities arbitration agreements can include class action waivers, national origin discrimination expanded, and a new test to determine whether a worker is an “independent contractor” or an employee.Read More
Stock options, warrants, put/call agreements and other agreements involving business ownership rights are often used by growing privately-held companies. Many legal issues may arise when those rights are in dispute.Read More
We’ve previously discussed integration clauses in contracts providing that a written agreement is the complete and final expression of the parties’ agreement and that it cannot be contradicted by evidence of a prior or contemporaenous oral agreement. If you want the term in the contract then it should go in. This is contained in California Code of Civil Procedure Section 1856. Fair enough.
In late December, the California Court of Appeal decided Albert Kanno v. Marwit Capital Partners II, L.P. involving Albert Kanno’s sale of three businesses to a private equity fund. There were three agreements--a sale agreement, stock subscription agreement, and stockholder agreement, and all three had integration clauses. But Kanno alleged there was also an oral Stock Redemption Agreement.Read More
As the new year approaches, employers are faced with numerous changes to California employment laws. We have prepared the following summary to keep you informed.Read More
Back in March, a California Bankruptcy Court ruled “Franz Kafka lives [and] he works at Bank of America,” describing the bank as “heartless” in improperly foreclosing on houses, and summarized the homeowners’ ordeal with the bank as a “Kafkaesque nightmare.”
Now, closing out the year, a California Appeals Court has gotten in on the lender liability action. (Rossetta v. CitiMortgage Inc. (Dec. 18, 2017.)) This time the bank is CitiMortgage, and instead of improper foreclosures, the case involves an over two-year-long home loan modification application process.Read More
In the ongoing battle over First Amendment rights to anonymity online, two recent California Court of Appeal decisions involving lawsuits against anonymous reviewers on Yelp.com (together with its owner, Yelp Inc., “Yelp”) provide a tentative roadmap for businesses and individuals seeking protection from defamatory online posts.Read More
In its recent decision in Nautilus, Inc. v. Yang, the California Court of Appeal for the Fourth District addressed a split of authority regarding the good faith defense to fraudulent transfer claims in California.
In 1986, California adopted, with minor alterations, the Uniform Law Commission’s Uniform Fraudulent Transfer Act as Civil Code sections 3439, et seq. Effective January 1, 2016, that chapter was amended and renamed the Uniform Voidable Transactions Act (the “UVTA"). The UVTA creates a civil cause of action by a creditor against a debtor, the debtor’s transferees, and/or the subsequent transferees of the debtor’s transferees to void transfers made by the debtor to defraud the creditor or prevent the creditor from collecting on his claim. Civ. Code § 3439.07(a). A creditor’s claim is defined broadly to include almost any right to payment, including an accrued cause of action or a judgment. Civ. Code § 3439.01(b).Read More
Following on the heels of the California Supreme Court decision in Agustus, et al. v. ABM Security (holding that employers cannot require their employees to remain on-call during legally mandated rest periods) the California Court of Appeals for the Second District issued a decision concerning compensation for rest periods taken by commissioned employees. In Vaquero v. Stoneledge Furniture LLC, B269657 (February 28, 2017), the Court tackled the issue of whether employers are required to separately compensate commissioned employees for rest periods taken during the work day in accordance with the state’s labor laws.Read More
In its recent decision in Jacobs v. Locatelli, H042292 (Feb. 8, 2017), the Sixth Circuit Court of Appeals held that when one of several real estate owners signs on behalf of the others, a claim for a brokerage commission is not automatically barred by the statute of frauds and the parol evidence rule.Read More