" /> " />
Litigation and General Legal Blog by Boling Rice LLC        
BUSINESSLAWBLOG.BUSINESSLAWYERINATLANTA.COM

Atlanta, Alpharetta, Cumming, Lawrenceville

CONTACT US: 770-887-3162 or- fill out our online case evaluation form for a free consultation at: businesslawyerinatlanta.com

Recent Comments

  1. MicroConsole on WELCOME!
    10/18/2010
  2. Fat Loss 4 Idiots on Atlanta Business Attorney Discusses Parternship Dispute Issues
    9/2/2010
  3. Tacfit Commando on Atlanta Business Attorney Discusses Parternship Dispute Issues
    8/26/2010

Subscribe


Avoiding The Disregard of the Corporate Entity

As an Atlanta litigation attorney, one issue that comes up frequently when I am involved in a lawsuit for or against a corporation or other legal entity is how can the corporate entity be disregarded to subject the officers and directors to suit---otherwise known in Georgia as piercing the corporate veil.  One of the main ways is a showing of illegality, fraud or misrepresentation on the part of the officers and directors regarding the subject matter of the lawsuit.  

Instances where courts often pierce the corporate veil are when corporations, officers and directors are actively evading a contract or tort obligation, taxes, trying to delay, hinder or defraud creditors and where it can be shown that they are trying to perpetrate a fraud or other injustice by hiding behind the corporate veil. 

It is important to keep the concept of piercing the corporate veil in mind both when either beginning the process of filing a lawsuit or defending against one. 

Jurisdiction In Corporate Cases

One of the first issues that must be determined when deciding whether to sue a corporation or in defense of a lawsuit filed against your corporation is where is the lawsuit properly filed against the corporation---in other words what court or courts have jurisdiction over that corporation.  

There are several answers and many times several courts where jurisdiction over a corporation can be established, including: 


1. The contract at issue may have a provision stating where jurisdiction lies for any suit regarding the rights of the parties to the Contract; 


2. If one party is a Georgia corporation and the other parties are foreign corporations or individuals, suit can be filed in Federal Court in Georgia in the District where the Georgia corporation resides; and


3. As to Parnerships, the Partnership can be sued where one or more of the partners reside; 


As a litigation attorney in atlanta, deteriming where a corporation resides is one of the most critical issues to determine before filing suit for a client or answering a suit on behalf of a client.  

Annulments in Georgia


As divorce attorneys alpharetta ga we are often asked what the procedure is to receive an annulment in Georgia.  First, annulments can only be granted by the superior courts in Georgia.  An annulment is started by one party filing a petition for annulmnet and the spouse then must be personally served with the petition.  Thereafter, the defendant spouse has thirty days to file his or her answer to the petition.  If the defendant spouse raises grounds that an annulment should not be granted then he or she can also request temporary alimony and attorney's fees.  If no answer is filed after thirty days, the petitioner can move forward to have the Court award the annulment in open court. 

Garnishment Actions In Georgia

As an Atlanta lawyers, my clients are often faced with responding to garnishment proceedings filed by a plaintiff to recover any assets held by the company on behalf of an employee or customer.  Often the client does not realize that in Georgia, the failure of the garnishee (the company served) to respond to the garnishment could result in the judgment against the employee or client to be applied agaisnt the company and its own assets for the full amount of the underlying judgment.  


In Georgia, if the garnishee does not answer the garnishment with 30 or 45 days depending on whether it is a regular garnishment or a wage garnishment, the underlying judgment becomes a judgment agaisnt the company.  However, the company then has sixty days to open default to vacate the judgment against it for failure to answer the garnishment.  

Obviously, it is always more purdent to respond to the garnishment on time to avoid unnecessary risk and expense.  As an Atlanta business litigation lawyers, it is always less expense for the client to avoid additional litigation over issues such as garnishments, especially if the client does not have any assets of the defendant to hold for the plaintiff.  For whatever reason, I find that most company's that have failed to answer are those that never had assets and assumed they therefore did not have to still answer.  This is not the case.  Prudent responses to any served complaint whether a garnishment or other proceeding is always important, of course, after speaking to and being advised by your company's attorney.  

Qualifications Needed To Be A Director


Georgia has several requirements that must be met for any director of a corporation: 


1. Must be a natural person (a corporation cannot be a director) who is at least 18 years old;

2. Need not be a Georgia resident unless the bylaws or articles of incorporation require it; 

3. Need not be a shareholder unless the bylaws or articles of incorporation require it; 

4. Need not be a United States Citizen.

 

A board of directors must consist of at least one individual.  The exact number is controlled by the articles of incorporation and bylaws.  


There are many other considerations in forming a corporation.  It is recommended that you speak to an Atlanta corporate lawyer before proceeding further. 

Can Dissolved Company Sue In Georgia?

Atlanta Business Attorney Discusses Dissolved Companies Ability To Pursue Legal Action

As an Atlanta business litigation lawyers, an interesting question I often get from clients looking to sue on behalf of his or her company is whether a dissolved company can still maintain a lawsuit in Georgia.  The answer is yes but only if the lawsuit is in furtherance of the winding up of the company's affairs and liquidate the company.  This is because the Corporate Code states that a dissolved company can only do acts aimed at winding up and liquidated the business.  Whether or not the specific lawsuit contemplated fits within the definition of an action necessary to wind up and liquidate the company is a question that is handled by Courts on a case by case basis. 

If you or your business have been sued by a dissolved corporation, visit our main website to learn more about how our commercial litigation lawyers can help you.

Alternative Dispute Resolution Options

ATLANTA, GEORGIA, BUSINESS ATTORNEYS WHO KEEP OPTIONS OPEN FOR THEIR CLIENTS INVOLVED IN A BUSINESS DISPUTE – FROM ATLANTA TO ...

<< MORE >>

Breach of Contract Damages In Georgia

You and your business rely on the contracts and other agreements entered into during the course of businsss.  As an Atlanta business attorney handling many breach of contract breach of contract cases, the most frequent question I hear time and again from clients is what damages are available due to a breach of contract.   Unfortunately, this is not necessarily an easy question to answer without knowing the specifics of the contract at issue and the breach you are wanting to pursue.  That being said, there are some general breach of contract principles that may help.

In breach of contract actions, the law seeks to place the parties back in the same position they would have been in had the contract not been breached.  This means the damages to the non-breaching party is compensation for the loss caused by the breach--in other words compensation to put the non-breaching party back in the position it would have been in had the contract not been breached.  If compensation will not place the non-breaching party in the position it would have been in had the contract not been breached, then the non-breaching party would need to sue for specific performance of the contract.  This is an action to force the breaching party to perform all obligations of the contract.   

In traditional breach of contract cases, the non-breaching party may have a right to consequential damages as well.  Consequential damages are damages which are the result of the breach, such as lost revenue or the loss of property.  These damages cannot be based on pure speculation, which makes loss of revenue sometimes difficult to obtain. 

In addition to compensatory and consequential damages, your contract may provide for the award of attorney's fees and costs of litigation.  Every contract we draft contains these provisions.  Even if you do not have the right pursuant to the terms of the contract to these damages, you still may be able to recover them as a result of the breaching parties actions during litigation.   

Finally, many clients do not realize that punitive damages, damages to punish the breaching party, are not recoverable in breach of contract actions. These damages are recoverable in tort actions such as personal injury claims or business disputes where there are tort claims involved, such as tortious interference with business relationships or tortious interference with contract.  

As an Atlanta contract dispute lawyer , it is important to review the contract language, get the facts surrounding the breach and what then analyze what remedies are available to the client as a result are the first steps in properly representing individuals and business owners in Georgia. 


Atlanta Business Attorney Discusses Parternship Dispute Issues

A frequent matter we handle as Atlanta business litigation lawyers is partnership disputes.  More often than not, one partner comes to us after having been left holding the bag by his or her partner(s).  Of course this partner has left with all of the day-to-day responsibilities of running the business--accountability for debts, liabilities and/or problems. The other partner seems to just gradually fade away from all responsibility to the detriment of the other partner's livelihood, money, time, family, and credit.  Naturally this causes the partnership relationship to fray because it truly is no longer a "partnership."  We are asked what can the partner left running the business by himself do to protect his interests. 

Georgia law views business partners much like a married couple.  Each owes a fiduciary duty to the other with regard to all aspects of running the business.  This duty is one of utmost trust and good faith, meaning that in every decision made and action taken by your business partner, he must have had you, his partner, and the partnership itself, in mind and felt it was in your and the business' best interest in deciding how to act. This is a very high standard of care that can and often is quickly breached by business partners who get greedy or even just apathetic.  

Partners are generally jointly and severally liable for the partnership's responsibilities, debts and liabilities. Therefore, it is recommended that you speak to a partnership dispute attorney first before deciding how to handle your partnership issues.  In most cases, you can take legal action against your partner if it becomes necessary to save the business and your personal investment.    

If you would like to speak to one of our partnership dispute attorneys, feel free to give us a call at (770) 887-3162 or visit our website for more information. Please also feel free to send us a confidential e-mail through our Web Site “Contact Us" form. Boling Rice, LLC has three conveniently located offices in Atlanta, Alpharetta and Cumming, Georgia.  Our Firm represents clients throughout the Metro Atlanta area, including: Atlanta, Alpharetta, Cumming, Roswell, Sandy Springs, Decatur, Lawrenceville, Marietta, Smyrna, Duluth, Acworth, Fayetteville, Norcross, Canton, John's Creek; DeKalb County, Fulton County, Cobb County, Forsyth County, Gwinnett County, Fayette County, Clayton County, Dawson County and Cherokee County.   

Do I Need A Georgia Divorce Attorney?

Obviously, this is one of the most important questions a divorcing couple will want to answer and often, unfortunately, there is no easy answer.  This article will explore different situations when it is advisable to hire a Georgia divorce attorney and those when it may not be necessary.  Ultimately the decision is one that only you can make given your specific situation.  

Contested or Uncontested?  If you and your spouse are not talking and dispute what each should get in the divorce, whether it be division of property issues or child custody issues, your divorce is going to be a contested matter and you should hire an attorney to fight for your rights.  Can you represent yourself in a contested divorce? Yes, but again, it is never advisable, especially if your spouse hires an attorney.  If child custody or visitation is a major dispute, you should have an attorney represent your interests.  The only time it may be ok to represent yourself in a contested divorce is if there are no child custody issues and the division of proper is minor (not a high asset divorce).  

What if your divorce is amicable (uncontested)?  Should you still hire an attorney.  There is a little more gray area in answering this question.  If the divorce is amicable, I can understand why you would feel an attorney is not necessary.  However, often times it is still better to have a divorce lawyer effectuate the divorce pursuant to the agreed upon terms between you and your spouse.  This is because several documents need to be filed with the Court, that you could attempt to do on your own, but really should be drafted and filed by an attorney.  In an uncontested divorce, a complaint for divorce still needs to be filed, along with an executed settlement agreement. The Settlement Agreement is the most important document in an uncontested divorce because it is the document that explains what each party gets from the divorce, whether that be real or personal property and/or child custody and visitation.  The contents of this document can make or break your rights after the divorce is finalized and there are many different nuances that need to be taken into consideration in almost every uncontested divorce.  For this reason, unless you have a low asset divorce without child custody or visitation issues, your uncontested divorce should be filed by an attorney.  Keep in mind that you can have one attorney do all of this for you.  This will require the cooperation of your spouse in the process, including sitting down with your attorney to go over the terms of the divorce so everyone is on the same page.  

In conclusion, here is a short recap of when you need a divorce lawyer and when you do not:

Child Custody Issues?----Need a lawyer
High asset divorce?---Need a lawyer
Contested divorce?---Need a lawyer
Uncontested, low asset and no child custody issues---Probably don't need a lawyer
Uncontested, high asset--- May need a lawyer

If you are in the Alpharetta or Cumming area and want to talk to an Alpharetta divorce attorney, feel free to visit our website for more information and fill out our "Case Review" form to speak to an attorney immediately or call us at (770) 887-3162.
   

Blog Software
Blog Software