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Commercial Litigation Attorneys Houston, TX

4 Reasons to Hire a Commercial Litigation Attorney Instead of Settling

During the course of running your business, you may be involved in a legal dispute with another business or an individual. The stress of a lawsuit can be overwhelming, and the clogged court system is set up to encourage out-of-court settlements. It may seem easier just to settle the dispute instead of hiring an attorney and going to court. There are four important reasons you should hire a commercial litigation attorney instead of settling.

1. Minor Disputes Can Quickly Escalate

In our increasingly litigious culture, something relatively minor can quickly become a larger issue. Unfortunately, if an individual or another business sees an opportunity to ask for more money, change a contract, etc., a previously agreed upon resolution may not be honored. According to Spinlaw, when you hire an attorney, you are establishing your business as one that takes even small matters seriously and won’t easily back down. Every lawsuit, no matter how frivolous it may seem, needs to be taken seriously. It’s important to have an experienced attorney in your corner that can effectively bring the dispute to a resolution as quickly as possible without letting the matter get out of hand.

2. Your Reputation May Be Damaged

You’ve worked hard to earn your reputation while building your business. Negative or untrue information, especially in the age of social media, can quickly damage a hard-earned reputation. Most lawsuits are filed because of economic reasons, not because someone else believes you’re a bad person. The results, however, can prove to be negative for you as well as for your business. An experienced attorney can help handle the information that is allowed to be made public during a legal dispute. If necessary, they can also advise you regarding any action you should take if false claims are made about you or your business.

3. You Need to Spend Time Focusing on Your Business

Trying to manage or settle a dispute on your own can mean putting forth a lot of time and energy. When weeks or even months are spent negotiating a compromise or a settlement, that crucial time is spent away from running your business. Even if you end up with a favorable settlement, your business may have suffered irreparable damage. A qualified attorney knows that during this difficult situation you should focus on what you do best, which is overseeing the day-to day activities of your business. Simply knowing you have an experienced litigation lawyer handling all your legal issues will lessen the stress and help you stay focused on keeping your business as successful as possible.

4. To Protect Your Business and Finances

A legal dispute that’s not handled correctly could ultimately cause you to lose a large amount of what has taken years to accumulate. Settling an issue without the counsel of an attorney could even cause such a financial burden that you may lose your business. Legal terms and documents are often difficult to understand, even for a seasoned businessperson. An experienced commercial litigation lawyer will put the focus on protecting your business interests. Entrepreneur suggests that businesses should retain the services of a qualified attorney even if they aren’t currently facing any legal problems. When a breach of contract, a regulatory dispute, or any other type of business-related legal problem arises, you will already have legal counsel in your corner.

No matter how small a matter may seem, it’s often in the best interest of a business owner to consult a litigation attorney instead of quickly settling. Taylor Law Group specializes in the areas of real estate law, business law, and commercial litigation. They have experience handling the variety of legal disputes that can occur between businesses and individuals. Contact Taylor Law Group for more information regarding your legal situation.

What Is a Quitclaim Deed and When Would I Need One?

Real Estate Attorneys Houston, TX

Image courtesy of Jimmy Joe

You may encounter a situation where you need to transfer a property without going through a sales process or when you know the sellers involved. A quitclaim deed gives you a way to move your ownership interest quickly to another person, such as a family member. Typical scenarios involving this type of deed include parents gifting their children a house, one-half of a divorced couple getting rid of their interest, a new spouse getting added to the deed or when an estate goes to an heir after a death. You need to understand the real estate law basics concerning a quitclaim deed before you decide on using it instead of other property deeds.

Differences From Other Deeds

All deeds help a grantor move property ownership to the grantee, but they take different approaches to the process. The most common type you see in real estate is called the warranty deed, which you use in a typical house buying process. This deed confirms the grantor is the legal owner of the property and that no liens exist on the title. Title insurance and a title search give you the reassurance that no one else can claim this property after you gain ownership.

The quitclaim does not give you the same protection, which is why most people avoid using this document unless you already know the grantee. Quitclaims don’t take as long to process since you skip the insurance and search, but you also don’t get any confirmation that the grantor actually holds ownership. You could end up in a situation where someone else has a title claim, and you didn’t get anything conveyed with the deed.

Quitclaim deeds also function as a way to fix title defects without going through an extended process. Add signatures, correct the legal description of your property or make other small changes using this type of deed.

Quitclaim Deed Process in Houston, Texas

If you decide that a quitclaim deed is the right choice for your property transaction, you must go through a specific process to record this deed in Houston, Texas. The first step is creating a quitclaim document that lists the grantor, grantee, the description of the property in this transaction and a statement that the grantor conveys any property rights to the listed grantee. The names and addresses of both parties should be listed on this document.

Once this document is witnessed by two people and signed, you take it to the Harris County Clerk’s Office to record it. While you don’t need to transfer money to execute the quitclaim deed, you do need to pay for the recording. Determine which party is going to handle this cost before the transfer. The first page of the quitclaim deed costs $16, while any subsequent pages add $4 per page onto the price.

Harris County’s courthouse does not offer a standardized document for quitclaim deeds. While you can find templates online, you may forget to add critical details that could cause additional recording costs or legal trouble down the road. Consider reaching out to professionals with a background in real estate law to help you with this process. A quitclaim deed offers you an inexpensive and fast way to work with grantors and grantees you already know, but that doesn’t mean you don’t need help from people experienced with this type of document.
Real Estate Attorneys Houston, TX

5 Things to Know When Buying or Selling a Business in Texas

Business Law Attorneys Houston, TX

Image courtesy of Dennis Skley

If you’re an entrepreneur, there are a few things that you should consider before buying or selling your Houston, Texas, business. Regardless of which side of the table you are on, taking the time to ensure that all aspects of the sale are appropriately handled will make the transition a seamless one. Here are five tips to make the process work for you:

  1. Research

There are many benefits to buying an existing business — brand reputation, an existing customer base and stocked inventory — but buyers should fully research any company they are considering purchasing to understand why it’s being sold and what financial shape it’s in. A retiring owner is not an issue, but a failing or struggling business may be. The current owner will be able to provide some information, but you can also contact the county clerk’s office to learn more about previous owners. The Texas secretary of state’s office can provide information about the business’s registration. If the business holds licenses or permits, the regulating organizations can help. Buyers will need to obtain the financial information for the past two years, including assets and liabilities to make an informed decision.

Sellers, on the other hand, have their own research to do. They’ll need to research similar businesses in the Houston area to set a realistic asking price. Sales prices are sometimes based on the value of the business’s assets with brand recognition factored in. Owners can also compare their business with others in the industry that have recently sold to get a sense of the best features to market. Sellers should also consult with a CPA or tax professional before negotiating the sale to lessen the significant tax impact the sale can have. The amount of tax due will be based on how the business is legally organized and whether it’s the assets or the entity that are being sold.

  1. Know What’s Included

Buyers and sellers will need to come to an agreement about exactly what is included in the sale. Key features can include inventory, fixtures and equipment. You also must address intellectual property such as trademarks, patents, customer and vendor databases, the business name, logo and website. This agreement also defines the payment arrangements, including the down payment amount and schedule for installment payments. By clearly documenting the sale, no one will experience any unpleasant surprises.

  1. Secure Licenses and Permits

Both the buyer and the seller need to understand any licenses or permits the business requires. The county clerk must be notified about the ownership change, and the Texas secretary of state needs to be notified if the business is organized as a corporation, limited liability company or partnership. The Texas comptroller of public accounts will need to be notified for sales tax information. Making sure these legal requirements are taken care of is crucial for a smooth sale.

  1. Sign the Sales Agreement

All aspects of the deal should be clearly defined in a sales agreement and signed by both the buyer and seller. This should itemize all assets included in the purchase, contracts and payment schedule. It’s a good idea to ask an attorney that specializes in real estate law to review the agreement. At closing, the business will transfer to the buyer, and both parties will need to jointly file IRS form 8594 for the year of the sale.

  1. Secure the No Tax Due Statement

Finally, buyers need to obtain a Certificate of No Tax Due from the state comptroller. If this statement is not obtained prior to purchase and taxes are owed, the new owner will be responsible for all taxes, interest and penalties.

Buying or selling a business doesn’t have to be a difficult process, but both parties must do their research, agree on the sale terms and submit the appropriate paperwork. Careful planning will lead to a good deal for everyone.

Susan J. Taylor is a Houston-based commercial litigation and business law attorney. She began practicing law in Texas in 1985 with a primary concentration in business, real estate, and commercial litigation. Ms. Taylor is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization. For expert help with commercial litigation, business or real estate law issues, please contact The Taylor Law Group for a consultation.

Real Estate Attorneys Houston, TX

Mortgage Loan Fraud: 5 Red Flags to Look Out For

Real Estate Attorneys Houston, TX

Image courtesy of Cafe Credit

Owning your own home is an integral part of the American dream, but it doesn’t always work out as well in real life. If you’re having trouble making your mortgage payments or are facing foreclosure, you’ve likely wondered about refinancing or loan modification options. While there are some organizations that can provide legitimate help, there are also many scam companies operating around the country, including in the Houston, Texas, area. Read on to discover five major warning signs that indicate you’re dealing with possible mortgage loan fraud.

  1. It sounds too good to be true.

Any time a company starts making unrealistic promises about what it can do, beware. Unscrupulous companies may guarantee they can stop foreclosure proceedings on your home or grant a loan modification, but this is usually part of the scam to get you hooked. Real loan modification companies won’t make any promises or guarantees.

  1. You have to pay a fee.

If you’re talking to someone about your mortgage, and they want you to pay upfront, it’s likely a scam. According to the Federal Trade Commission (FTC) Mortgage Assistance Relief Service (MARS) Rule, this is actually against the law. A company cannot charge or collect any monies in advance for services related to refinancing, modifying or reinstating your mortgage, and this includes charging to talk with your lender on your behalf. The only exception to this is for attorneys who meet specific requirements, and they must put the money directly into a client trust account.

  1. You found out about it through some type of advertising.

If the company or person found you instead of the other way around, it’s best to pass. This includes offers in magazines, newspapers, online postings and any other kind of advertisements as well as unsolicited phone calls and mailings. Companies that use this tactic often try to get you to provide personal information prematurely. To protect yourself, never provide identifying information, including bank account numbers, to anybody you didn’t contact or haven’t verified is a legitimate business.

  1. You have to sign over your title or sign a contract.

Pressuring you into signing over the title to your home is one of the main ways scam companies trick you. This is because signing over the title does not automatically stop the foreclosure. These companies/agents often also try to get you to sign the paperwork quickly without reading it over or understanding it thoroughly. They may assure you that it’s just the “usual” stuff or tell you that “It’s no big deal.” However, any time you sign a document, you are taking a chance. To make sure you’re covered, have an attorney or legitimate housing counselor look over the paperwork before you sign.

  1. You have to stop or redirect your payments.

If a company tells you to stop paying your mortgage, run away quickly. Not making your payments does not make it easier to get a modification or refinancing and can do serious long-term damage to your credit. A reputable company will also never ask you to make your mortgage payments to them instead.

Think you’ve already been the victim of mortgage fraud? The first step is to report the possible scam to the proper state and federal agencies. You’ll also want to talk to a knowledgeable real estate lawyer to help you get more information on your options moving forward.

Susan J. Taylor is a Houston-based commercial litigation and business law attorney. She began practicing law in Texas in 1985 with a primary concentration in business, real estate, and commercial litigation. Ms. Taylor is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization. For expert help with commercial litigation, business or real estate law issues, please contact The Taylor Law Group for a consultation.

This entry was posted in Real Estate Law and tagged mortgage fraud on by admin.

Should You Form an LLC or a Corporation?

A Limited Liability Company (LLC) is similar to a corporation to the extent that they both allow you to start a business that can protect you from personal liability. An LLC is very popular today and easier is some respects than forming a corporation. Below is listed a brief overview of advantages and disadvantages of having an LLC for your business.

Advantages of an LLC

  • Fewer corporate formalities. An LLC requires less business formality than a corporation. Corporations must hold regular meetings of the board of directors and shareholders, keep written corporate minutes. If you fail to document or follow the proper business procedures, a creditor may be able to pierce the corporate veil and hold the shareholders personally liable for corporate actions. The members and/or managers of on LLC does not need to hold regular meetings, which can reduce the complications and the paperwork.
  • Special profit allocations. An LLC can make special allocations of profits and losses among members that can be different from their percentage ownership. An S corporation cannot make special allocations of profits and losses. S corporations must have one class of ownership in which profits and losses are allocated according to the percentage of ownership.
  • Tax flexibility. By default, an LLC I treated as a “pass-though” entity income tax purposes, similar to a sole proprietorship or partnership. This means that an LLC may avoid certain double taxation issues. However, an LLC can also elect to be treated like a corporation for tax purposes, whether it is a C corporation or S corporation.
  • No ownership restrictions. An LLC may have an unlimited number of members, whereas an S corporation is limited to one hundred. The owners of an LLC can be foreign persons, other corporations, LLCs, or any kind of trust, but the owners of a corporation should not be.
  • Ability to use cash method accounting. Most LLCs can use the cash method of accounting. This means that income is not earned until it is received. Most C corporations often must use the accrual method of accounting which means that income can be earned before it is received.
  • Ability to deduct losses. Member who are active participants in the LLCs business can deduct its operating losses against the member’s regular income to the extent it is permitted by law. Shareholders of a S corporation are able to deduct operating losses, but shareholders of a C corporation are not allowed to deduct operating losses against their income.

Disadvantages of an LLC

  • Profits are subject to Social Security and Medicare Taxes. For an LLC that is disregarded for tax purposes, there can be the disadvantage that all earned income is subject to the self-employment tax, unlike in an S corporation win which some money can be taken out as salary and some as dividends. Hoer, the LLC can opt to be taxed as a corporation and then opt to be taxed as an S corporation.
  • Owners must immediately recognize profits. Unless an LLC elects to be taxed as a corporation, profits are automatically included in a member’s income. A C corporation does not have to immediately distribute profits to its shareholder as a dividend. This mean that shareholders in a C corporation are not always taxed on the corporation’s profits.
  • Personal liability for payroll taxes. The owners of an LLC that is taxed as a disregarded entity (like a sole proprietorship or partnership) can be personally liable for payroll taxes that are not paid by the company. Shareholders of a corporation would not be liable for these taxes unless they were officers or directors.
  • Fewer fringe benefits. Employees of an LLC who receive fringe benefits, such as group insurance, medical reimbursement plans, medical insurance and parking, must treat these benefits as taxable income. However, C corporation employees who receive fringe benefits do not have to report these benefits a taxable income.

All tax issues for an LLC or a corporation should be reviewed by a CPA. This is not a comprehensive list of advantages or disadvantages of and LLC vs. a Corporation, but only gives a brief overview of some of the basic differences. You should talk to your attorney and CPA about what makes the most sense for your business.

Susan J. Taylor is a Houston-based commercial litigation and business law attorney. She began practicing law in Texas in 1985 with a primary concentration in business, real estate, and commercial litigation and bankruptcy. Ms. Taylor is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization. For expert help with commercial litigation or business law issues, please contact The Taylor Law Group for a consultation.

This entry was posted in Business Law on by admin.

When is a Deed Effective in Texas

Some of the disputes related to Texas real estate require a determination of WHEN an interest in real property was transferred. Many lawsuits have been fought over the determination of exactly when the title was conveyed. The resolution of that issue can have tremendous implications.

Under Texas law, a conveyance of an interest in real property must meet the following criteria:

  1. Be in writing
  2. Be signed by the grantor, and
  3. Be delivered to the grantee.

There is no requirement that a deed be recorded to make it effective. This is because, in the state of Texas, a deed does not have to be recorded to convey title. It is not the act of filing or recording a deed that conveys title, but rather, a conveyance is effective and title is conveyed when a signed deed has been delivered to the grantee.

What constitutes “delivery” of a deed is a question of law for the Court to decide. Whether there has been a delivery of a deed may in fact be a question that will be determined by a jury.

In general there are two factors that determine whether “delivery” has occurred. They are: 1) the deed must be delivered to the control of the grantee, and 2) the grantor must intend the deed to become effective as a conveyance of real property. In the end, the question of whether a deed has been delivered is primarily one of the grantor’s intent. The intent of the grantor is determined by examining all the facts and circumstances preceding, attending, and following the execution of the deed.

Litigating the effective date of a conveyance, and trying to prove that a deed’s effective date pre-dates the date of recording are complex legal issues. The facts and circumstances surrounding the execution and delivery of every deed can be very different. If you have a lawsuit that requires a determination of the actual delivery date of a deed, you need to contact an attorney that has experience in litigating title to real estate.

Susan J. Taylor is a Houston-based commercial litigation and business law attorney. She began practicing law in Texas in 1985 with a primary concentration in business, real estate, and commercial litigation and bankruptcy. Ms. Taylor is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization. For expert help with commercial litigation or business law issues, please contact The Taylor Law Group for a consultation.

Do Your Invoices Run Afoul of Texas Usury Laws?

Many businesses send out monthly invoices that have language in them about charging interest on past-due balances such as: “1.5% interest on unpaid balance,” or “interest will be charged at 18% on accounts over 30 days,” or something similar. Creditors who add this language to their invoices may be violating the Texas usury laws and may incur serious penalties if the interest is actually charged.

If you don’t have a written agreement with your customer to charge interest, creditors are limited to charging 6% per annum (.5% per month), beginning 30 days after the invoice becomes due. With a written contract, the legal interest rate can be up to 18% per year.

Texas usury laws can be a nasty surprise to businesses because the penalties for violating them are so severe. The creditor can be liable to the debtor for the greater of 1) three times the excessive interest contracted for, charged or received, or 2) $2,000 or 20 percent of the amount of the principal, whichever is less. The penalty is subtracted from the principal amount due, which could result in the creditor actually owing the debtor. It can get worse. If more than twice the legal rate of interest is contracted for, charged, or received, then the creditor can also lose the principal amount of the debt.

Here’s an example of how this might work. You provide $5,000 worth of goods and/or services for a customer without having a written contract agreeing to how much interest you can charge the customer. You send invoices to the customer showing an 18% per annum interest charge for two years before filing suit to collect the balance. The customer files a counter claim alleging usury. The total interest charged is $1,800.00 (.18 x $5,000 x 2 years). the legal interest allowed under the law is $600.00 (.06 x $5,000 x 2 years). Since the interest that you charged is more than twice the legal amount, you can 1) lose the principal amount ($5,000), 2) be liable to the customer for $3,600.00 ($1,800 – $600 = $1,200 excess interest charged, x 3 = $3,600), and 3) be responsible for paying the customer’s attorney’s fees and court costs. This is not what you expected when you filed suit to collect your invoice.

The penalties can apply even if you don’t actually collect any interest payments, but only send invoices showing the charges. I suggest that if you want to charge customers more than 6% per year, you need to get the customer to sign an agreement with a higher interest rate. The agreement doesn’t have to be in any particular form. It can be a work order, estimate, proposal or memo, as long as it sets forth the interest rate to be used, and is signed as agreed to by the customer.

There are ways to get around the usury issue, but the best way is not to charge excessive interest in the first place. This is only a brief overview of a complicated area of the law. If you think that you may have a problem, you should contact an attorney for advice.

Susan J. Taylor is a Houston-based commercial litigation and business law attorney. She began practicing law in Texas in 1985 with a primary concentration in business, real estate, and commercial litigation and bankruptcy. Ms. Taylor is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization. For expert help with commercial litigation or business law issues, please contact The Taylor Law Group for a consultation.

 

 

 

This entry was posted in Commercial Litigation, Contracts and tagged business law, commercial litigation, contract law, contracts, Usury on by admin.

Creation of Easements by Express Grant

Commercial Litigation & Business Law Attorney Houston, TX

A Gas Line Easement

by Houston Commercial Litigation & Business Law Attorney Susan J. Taylor

An easement by express grant is an interest in land which subject to the Statute of Frauds in Texas. What that means is that an easement by express grant must follow the normal formalities of real estate instruments: it must be written, it must be properly subscribed by the party to be charged, it must show the grantor’s intent, and it must furnish a proper property description of the land to be conveyed.

Because an easement is an interest in land, the document creating the easement must be in writing, except where the easement arises by implication, estoppel, or prescription. The writings must meet the rules applicable to the conveyance of fee simple title. A transfer of land that states that it “dedicates” the land does not, as a matter of law, convey the fee simple.

The creation of an express easement contemplates a future use consistent with the grant, enabling the easement owner to carry out the object for which the easement was granted. An easement may be granted or reserved in a deed of trust. All co-tenants must join in creation of an easement; otherwise, the easement may not bind a successor who acquires full title.

The grantor in a deed of the dominant estate reserves an easement unto himself or herself to access to a contiguous parcel of land. For example, the owner of a tract of land may be willing to sell his frontage, but he or she will reserve and retain an easement across the parcel conveyed to access the remaining property. A reservation must identify the person(s) to whom it is made. A reservation in favor of a stranger to a conveyance in inoperative and cannot function as a conveyance.

Express easements should be artfully drafted. Further, if express easements are shown to be running across property that you are about to purchase, you will need to consult an attorney to determine how it affects your ownership.

Susan J. Taylor is a Houston-based commercial litigation and business law attorney. She began practicing law in Texas in 1985 with a primary concentration in business, real estate, and commercial litigation and bankruptcy. Ms. Taylor is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization. For expert help with commercial litigation or business law issues, please contact The Taylor Law Group for a consultation.

This entry was posted in Real Estate Law and tagged easements, real estate on by admin.