Articles
Meeting Minutes and Written Consents: Sound Reasons for Complying With a Simple, Yet Necessary, Task
Individuals form corporations and limited liability companies (“LLCs”) in order to have the benefit of limited liability. Of course, filing the necessary Articles of Incorporation or Articles of Organization with the Secretary of State is a necessary prerequisite to...
St. Louis Character, St. Louis Business Journal
Ask attorney David Weiss what he knows, and he can enlighten you about much more than legal arguments, casework and statutes. Read David’s “St. Louis Character” profile from the St. Louis Business Journal.
Reflections – Independence Day
Each of us has ideas of what Independence Day means, and memories of how we have celebrated, and commemorated, the greatest of America’s national holidays. Though it has been many years since I sat in my last American History class, I cannot forget the greatest of...
“Christmas Day” – Sued in Federal Court!
At this time of the year everyone begins to get into the holiday season, looking forward to that special day off, Christmas. However, did you know that Christmas was not always celebrated in the United States? As a matter of fact, in 1659 the celebration of Christmas...
The Large Print Giveth; And The Small Print Taketh Away or Contract Legal Damages: What are they?
We've all done it. Signed a contract, whether with the home improvement company, for a new set of tires or service on our automobile, or for a home entertainment center. The contract that we just signed will likely have the "fine print" spelling out all sorts of...
Does Anyone Really Read Those Email and Fax “Disclaimers” and “Notices?”
Earlier this year, we were approached by a client who inquired whether they really needed to put a disclaimer on electronic communications, both facsimile transmissions and emails. Because of attorney-client and other privileges applicable to attorneys, as well as a...
Good Fences Make for Good Neighbors; Bad Fences Make for . . .
Imagine your neighbor erecting an eight foot high tin fence, spray painted with pictures, phrases and other graffiti along the entire length of your property line. Also imagine that this fence has video cameras mounted on top to observe your property and movements....
Non-Matching Social Security Numbers: An Employer’s Guide in Resolving
Regardless of your company’s business classification, all companies are required to report employment compensation, tax withholding and other information on both quarterly and annual bases to the Internal Revenue Service (“IRS”). Sometimes through clerical error, and...
A Gift in Contemplation of Marriage or “Who Gets the Engagement Ring if the Relationship Falls Apart Before the Wedding”
Winter is behind us and the flowers are in bloom which could mean that love is in the air and the wedding season is about to get in high gear. However, as relationships sometimes go, what if the engagement ends without a wedding? The question becomes who gets the...
Consequences of Doing Business in Other States Without Qualifying
When a business entity does business in a state other than in its state of organization, the business entity may be required to “qualify.” Qualify means nothing more than obtaining a certificate of authority and appointing a resident agent upon whom legal process may...
Piercing the “Veil” of a Company’s “Limited Liability”or Looking Through the Entity to Hold Owners Liable for a Company’s Debts
A recent Missouri Court of Appeals case out of the Eastern District of Missouri now gives us an indication of how the Missouri courts will approach the issue of piercing the “corporate veil” of a limited liability company. The case is Mobius Management Systems, Inc....
“Accord and Satisfaction” or “How a Notation on a Check Can (Sometimes Unwittingly) Resolve a Payment Dispute”
Imagine you are a supplier of goods or services and have a customer who remits a check for an invoice, which is less than the amount of the invoice, and included on the check is wording to the effect “this check is payment in full and in full and final satisfaction of...