Archive for Business Law

July 15, 2013   Posted by: Margarita Smirnova

DANCING AND THE LAW

Dancing is beautiful.  Dancing takes us in a different world full of glamor, feelings, fashion, and a holiday.  People go to learn dancing for various reasons and take different dance classes.  While there are different types of dances, it is important to keep in mind that running a dance studio business is providing service where dance instructors give dance instruction to their students.

From legal point of view, similar to many businesses, a dance studio owner should think of protecting studio’s assets.  Some of the most important assets are music and video equipment, a music collection, instruction materials, teachers and studio’s name.   From my personal experience as a professional Ballroom and Latin dancer, the name and its reputation are probably one the most valuable assets.  Generally, the name is earned through dancing community by competing, teaching, and judging and is very respected for years to come.  If done right, they can be protected.

Some of the things to keep in mind when running a dance studio.  First, to run a successful dance studio, the owner has to consider incorporating the studio as business to limit liability and bring structure for the business to run smoothly.

Each state has different rules and regulations governing incorporation process.  For example, to form a Corporation, New York, under the Section 301 of the Business Corporation Law,  requires a special taxation for shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation.  To form LLP, New York, under Section 121-201 of the New York State Revised Limited Partnership Act, requires the filing of the certificate of limited partnership, a limited partnership (LP) plus publication within 120 days.  While Massachusetts doesn’t require the above requirements, the M.G.L. Chapter 156D controls all corporations in Massachusetts, which means that a corporation in Massachusetts is still required to submit its annual report with the appropriate fee.  There are cheaper ways to incorporate in other states.  Dance studio owner should consider the location prior incorporation where s/he wants to conduct the business prior incorporating.

Second, the provisions of the lease and its renewal are important to protect the studio from losing its location.  From my personal experience, many real estate developers/landlords do not think of dancers as business savvy people.  Dancers are considered to be artsy.  Often, verbal promises are not included in integrated written agreements.  This can make it difficult to run a profitable studio smoothly.  Also, moving studio’s location a lot may not be beneficial and should be kept to the minimum.

Third, is insurance.  Insurance is here to protect our property from many types of damage; environmental and/or human made.  Also, insurance should cover clients’ possible injuries to minimize costly litigation.  There are waivers available but they may not protect your studio 100%.  In some places, waivers are not valid or partially valid.  In New York, the waivers are valid for instructional purposes only and if drafted properly.  That means that your studio may still be liable for injuries that occur on the premises.  In Massachusetts, “the issue of waiver is for the fact finder.  When the facts are undisputed, the waiver is a question of law.”  See, Linda Coal & Supply Co. v. Tasa Coal Co., 416 Pa. 97, 101 (1964).  Also, it is an affirmative defense.  See, Sharon v. City of Newton, 437 Mass. 99 (2002).  Under Mass. Gen. Laws, Ch. 93A protects from unfair and deceptive business practices.  “A statutory right or remedy may be waived when the waiver would not frustrate the public policies of the statute and the court “ordinarily would not effectuate a consumer’s waiver of rights under c. 93A”.  See, Canal Electric Co. v. Westinghouse Electric Corp. 406 Mass. 369 (1990).

Fourth, handling employees is just as crucial.  There is an employee’s contract, immigration that may require sponsorship, human conflict, termination, and a non-compete agreement issues.

Fifth, sometimes there is an occasional encroaching on dance business by other dance studios that can bring a lot of frustration and litigation.  A dance studio owner, can address these issues timely and avoid further losses down the road.

Sixth, as of late, Internet and media took a whole different spin on how the studio appears on-line.  Domain name, hosting, visibility/ranking and copyright of videos along with music and its combination came to play an important role in dance business industry.

 

Written by Margarita Smirnova, Esq.

If you have a specific question relating to your business, please contact Margarita

Call: (617)875-8663

E-mail: margarita.smirnova@gmail.com

 

no comments posted in: Business Law   |   Litigation
July 29, 2012   Posted by: Margarita Smirnova

Use disclaimers if you want to prevent your e-mail communications from turning into a legally binding contract.

Internet has already changed our lives and how we do business.  A definition of a deal is also evolving!  For better or worse, Massachusetts E-Sign law is changing the way we do transactions today.  A Massachusetts case Feldberg v. Coxall (May 22, 2012) says that an email with an unsigned offer may create a binding agreement.  In its decision, the court relied on the Uniform Electronic Transactions Act, Massachusetts General Laws, chapter 110G. The main factors are the context and the surrounding circumstances of between the parties’ communication.

The case involved a real estate transaction consisting of an undeveloped property located in Sudbury, Massachusetts.  Parties negotiated and the prospective buyer e-mailed an offer to the seller with definitive price tag in the amount of $475,000.00.  Later, the prospective seller refused to sell the property.  The issue was whether the emails reflected an offer and acceptance sufficient to show a present intent to be bound to the purchase and sale.  The buyer sued.  The buyer claimed that emails reflected the binding contractual agreement because it satisfied the Statute of Fraud requirements.  See Feldberg v. Coxall.  Under the Statute of Fraud, agreements involving land transaction must be signed.  See http://www.malegislature.gov/Laws/GeneralLaws for more information.

Essentially, the best way to prevent an unwanted contract from forming is to include a disclaimer in your e-mail correspondence stating that the e-mail exchange will not constitute a binding agreement unless signed in writing or stated otherwise.

Written by Margarita Smirnova, Esq.

If you have a specific question relating to your business, please contact
Margarita

Call: (617)875-8663

E-mail: margarita.smirnova@gmail.com

May 22, 2012   Posted by: Margarita Smirnova

Monitoring of Sensitive Information, Warrants and Legal Response!

In a recent US v. Jones, (January 2012) decision the US Supreme Court held that “the Government’s attachment of the GPS device to the vehicle, and its use of that device to monitor the vehicle’s movements, constitutes a search under the Fourth Amendment.”  In Jones, the police obtained the warrant but didn’t quite properly execute it.  While the Jones case was mostly the 4th Amendment of the US Constitution and its protections and warrant issues, the key issue in my mind was the surveillance and how far it can go without the warrant.  Warrant less surveillance has been a hot topic forever.  Law responds depending on political movement of what is considered the bad guy at that certain period of time.

Now, US Supreme Court is going to hear a new case.  This time the question involves a post Sept. 11 government’s aggressive use of electronic surveillance.  The scrutiny is over the validity of an amendment to the Foreign Intelligence Surveillance Act (FISA) which is about disclosure of the “secret program to wiretap the international communications of people suspected of terrorist ties without obtaining court warrants,” according to the New York times.  In other words its about the wiretapping law of 2008.

While I clearly understand the “security” reasons behind this particular legislation, it is always the current state of affairs in the country that makes up the decision of the judges.  I find it fascinating how each new legislation especially of this huge caliber brings out the gray area that eventually shapes our legal history in the long run.

See below, Supreme Court Agrees to Hear Case on Surveillance, by Adam Liptak, May 21, 2012 
 http://www.nytimes.com/2012/05/22/us/justices-agree-to-hear-surveillance-challenge.html?_r=1&hp

Written by Margarita Smirnova, Esq.

If you have a specific question relating to your business, please contact
Margarita

Call: (617)398-7482

E-mail: margarita.smirnova@gmail.com

 

no comments posted in: Business Law   |   Family Law   |   Immigration Law
April 28, 2012   Posted by: Margarita Smirnova

Value of the legal advice!

Many people seek legal help at least once in their lives. Legal questions range from assisting in dealing with local, State or Federal government. Business related questions such as drafting a contract or review one prior to signing. Employment contracts can be tedious to read. I always tell my clients to read everything their sign. A criminal or civil litigation representation or even preventative consultation are last but not the least issues that people need legal assistance in; among other things.

First question every attorney gets is “How much will it cost me?”

There are few types of legal fees. They vary based type of the case. For example, some attorneys take contingency fees. Generally, contingency fee is 1/3rd or 33% from the entire disputed amount of the case. Court costs are usually not included. However, parties can agree on different percentages.

Some attorneys charge hourly fees and some offer flat fee arraignment. While there are pricing guidelines, there is no general price set for an actual legal hour. Lawyers’ prices vary depending on location, local custom and office expenses. This is a fair market value price.

The attorney with higher prior experience and/or skill in particular field, which charge more. Size of the firm where the attorney works can also affect the cost. Keep in mind that ethical guidelines forbid attorneys charging contingency fees for criminal and marital cases.

The contents of this and future articles is for informational purposes only and should not be construed as providing legal advice. Each individual case is different and the outcome of your case depends upon its circumstances.

Written by Margarita Smirnova, Esq.

If you have a specific question relating to your business, please contact
Margarita

Call: (617)398-7482

E-mail: margarita.smirnova@gmail.com

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November 1, 2011   Posted by: Margarita Smirnova

Welcome to the Virtual Law Office

Hi all,

I am an attorney and I am licensed to practice law in MA and NY. Currently, I practice law via Virtual Law Office in the Boston area. That means that I can meet with you after work/business hours and in the area near you; reasonably placed. If an office space is required due to the nature of the legal issue or by client’s request, I will arrange a meeting by appointment. Meetings for NY clients are available in special circumstances.

I specialize in business, family and immigration matters; will represent you during negotiations and in court. I am bilingual and speak English and Russian for your convenience.

 

If you have a specific question relating to your business, please contact
Margarita

Call: (617)398-7482

E-mail: margarita.smirnova@gmail.com

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