Portland Business Law Blog

Partnership vs. joint venture: What difference does it make?

Confusion commonly arises between two similar business entities: partnerships and joint ventures. These two terms are often used interchangeably, but they can mean very different things.

Because your choice of business entity has a major impact on the rights, responsibilities and liabilities of everyone involved, it's important to be clear about what type of entity you're creating--especially when it comes to joint ventures.

Executive employment claims: Understanding termination without cause

When it's time to terminate an employee, even an executive, an employer often has a reason. Whether the reason is poor performance or a specific incident of misconduct, there is often a cause for the dismissal.

Still, there are other situations where an executive's tenure has run its course. The company may have decided to look for someone with deeper experience or may be looking to reorganize and make changes. When there is no cause for the termination, a disgruntled executive may look to sue your company.

Understanding and Protecting Your Business from Standard Contract Terms

Whether for the purchase of a business, equipment, or real estate, most contracts contain standard terms, often referred to as boilerplate. Even though the terms may be standard, there are often subtle differences in the wording that can have significant consequences down the road. More importantly, even though terms may be typical in a business or real estate contract, they may be contrary to your business' interests in a particular transaction.

Although the presence of boilerplate terms in a contract tends to disarm or otherwise lull the reader to sleep, these provisions should be closely scrutinized by a lawyer. You should also take the time to understand what they mean and why you are agreeing to them before you sign a contract.

We're what? How inadvertent partnerships are formed

You agree to do a business deal with a colleague and split the profits at the end. When your colleague’s conduct causes a third party to sue, you get sued, too. In reading the lawsuit filed against you both, it states you are partners and you are liable for your colleague’s conduct.

How can something like this happen? How can you become partners with someone without ever intending to do so? Inadvertent partnerships are more common than you may think, and you need to think carefully through your potential business ventures before you act.

Things every restaurant owner should do in a lease agreement

Starting a new restaurant or bar is one of the most complex, challenging career paths you could choose. Even if you are a master of the culinary arts or handcrafted cocktails, great at employee relations, customer service, and marketing, you can still destroy your potential for earnings by making key mistakes in the area of real estate. The same applies for well-established businesses.

If you are considering a leasing a building for your business, there are many potential mistakes and pitfalls you need to understand. Without proper knowledge and help, many well-established restaurants and bars have gone under because of simple mistakes in their lease negotiations and the final lease. Do not let your business become a statistic.

Oregon's Equal Pay Law: What Employers Need to Know

With most of the requirements of the 2017 Equal Pay Act now in effect in Oregon, it is crucial to ensure your business complies with its requirements.

The bill, which entered into effect Jan. 1, 2019, prohibits discrimination in wages on the basis of an employee's status as a member of any "protected class." Protected classes include race, color, religion, sex, sexual orientation, age, disability status and more. The law requires employers to pay employees who perform work of a "comparable character" equally. Employers must prove all compensation differentials are based on bona fide factors related to the position.

Five FAQs about the Uniform Commercial Code

There were a lot of things to think about when it was time to start your business, but the Uniform Commercial Code (UCC) may not have been one of them. Buying equipment or selling your products seems like it should be fairly simple, but there are a lot of places where a deal can break down or go wrong. The UCC is intended to make drafting and enforcing certain contracts easier. Here are 5 frequently asked questions about the UCC.

What is the UCC?

Handling Outside Sales Commissions and Termination of Employment

Companies often use outside sales representatives to sell their products or services. These sales representatives can be employees or independent contractors. They are paid on commission, which rewards them financially based on what they sell. Working on commission can be a great way to set one's own schedule while having financial reward tied to performance. Using outside sales representatives is a great model for businesses as well - a business can reach many clients face-to-face and create a more personalized relationship with the business's customer base.

Problems can arise when a company and a sales representative part ways. Many employers know they must pay employees earned wages upon termination, but commissions for an outside sales representative present a more complicated question. How does a business handle commissions earned partially before termination and partially after termination? Should the business pay the representative the part of the commission earned prior to termination, and keep the rest? Failure to pay a sales representative his or her commission earned under a sales contract exposes businesses to significant liability.

Is it time to sell my business?

Starting and growing a business is like having that extra child-it's a lot of work and you pour yourself into it; if you're lucky you create something that can thrive on its own without you. Just like letting go of the reins with your kids, opportunities present themselves to do that with your business.

Entrepreneurs sell their businesses for a lot of different reasons. Sometimes getting to that next level requires working capital you just can't obtain on your own. Economic fluctuations can also drive your decision to sell your business. For example, you may have cornered the market with a particular product or service such that it makes sense to sell it with that dominant market position. Or you may learn about a competitor with a new technology who may erode your business's market share. Maybe you just want to spend more time with family or pursuing other hobbies. Whatever the reason, when deciding to sell your business, there are a lot of strategic considerations to make sure you recover the value you have built. There are significant risks when selling and numerous options. Here are some things to consider when you're thinking about selling your business:

Timber trespass: potential liability for 3x damages

Individuals and businesses can find themselves involved in a timber trespass claim in Oregon or Washington. Timber trespass arises when someone cuts trees or shrubs belonging to someone else. Sometimes timber trespass results from actual theft of commercial timber or the intentional killing of trees standing in the way of a neighbor’s scenic view, but, more often, it is the result of a dispute over who owns the property on which the timber sits. Regardless, few people realize how the risks presented by a timber trespass claim.

Disputes involving timber trespass can arise among neighbors, developers, contractors, landscapers, logging companies – really anyone who clears trees or shrubs could be running a risk of facing serious penalties. Business owners of all kinds in Oregon and Washington need to be aware of the laws regarding timber trespass. Mistakes in this regard can be extremely costly.

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