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April 2014 Archives

False Representations in Property Sales Contracts

What's the harm in a little white lie? Many of us are trained to tell them as a way to minimize harm, distress or delay. In the context of property sales contracts, however, any lie - big or small - can result in enormous liability.

What does the WARN Act require when a business is sold?

As we've discussed before, the WARN Act generally requires large-scale employers to notify workers of any mass layoffs or plant closures 60 days before the event occurs. We've also discussed some circumstances, such as unforeseeable business events, or dire financial hardship, in which the Act's requirements are diminished. When a large-scale business is sold, however, when and to whom the Act applies can be tricky to determine.

Force Majeure Clauses in Construction Contracts

It's generally safe to assume people intend to finish what they've started. When parties don't see a project to completion, however, contract law will usually provide remedies. But what if that nonperformance is the result of matters beyond the parties' control? In that case, construction contracts only operate to bail out a nonperforming party if they contain a "force majeure" or similar clause.

Continuous Use in Trademarks Infringement Claims

If you speak multiple languages you're probably familiar with the expression 'if you don't use it, you'll lose it.' My lack of Spanish speaking skills despite early immersion is a testament to that expression's truth. For owners of trademarks, the adage also holds true. A trademark that not is not in continuous use by its owner can be considered abandoned, and no longer given protection by the law.

Construction Contractor Recovery When Sub-Bids are withdrawn

Things can change in an instant in the construction business. For example, a contractor may make a bid relying on a bid proposal from a subcontractor. Any number of circumstances can then cause that subcontractor to withdraw after the contractor won the project bid. What is that contractor left to do?

Preventing Shareholder Oppression Claims

Close quarters create conflicts. Just ask anyone operating a closely held company. No matter how well individuals work together, personal interests often influence company decisions that not everyone agrees with. Unfortunately, such disagreements commonly lead to actions that, intentional or otherwise, amount to shareholder oppression. In many cases, however, these actions are preventable.

Likelihood of Confusion in Trademarks Infringement Claims

Success breeds imitation. In life and in business one of the sincerest forms of flattery comes when someone seeks to imitate your success. Flattery can turn to misuse, however, when you're successes are imitated too closely. Fortunately, trademarks serve to protect against such imitation where there may be a likelihood of confusion between two or more businesses and their products.

Oregon Marijuana Law Experiencing Familiar Resistance

It turns out Oregon and Washington have a lot in common when it comes to marijuana law. While our neighbors to the north have been making headlines with recreational marijuana legalization, Oregon too is becoming a bit more welcoming to marijuana in certain respects. Though we are a long way from effectively legalizing marijuana, the Oregon Legislature recently sanctioned retail medical marijuana dispensaries. Unfortunately, as Washington has already learned, this leniency rarely comes without complication.

Beware of Unlicensed Construction Contractors in Oregon

Last month we wrote about some of the potential liability construction businesses can avoid by hiring licensed contractors. We noted that it would be shortsighted for businesses to see hiring unlicensed contractors as a way to reduce project costs. But what happens when workers misrepresent their status as licensed contractors to persuade you to hire them? Unfortunately, some victims in Oregon are finding out the hard way.

Real Estate Sales Contracts: Avoiding the Doctrine of Merger

In any given transaction, no one is ever happy with getting less than they bargain for. When it's milk that goes bad too fast, we tend to grin and bear it. In bigger scale transactions, such as the sale of land, anything less than what was bargained for is unfair and unacceptable.  Thankfully, the often rigid rules applicable to sales contracts will sometimes bend as justice requires.

Shareholder Oppression: Freeze-Outs

Last week we wrote about one specific kind of shareholder oppression known as a squeeze-out. With a squeeze-out, the majority effectively removes the minority's right to benefit as a shareholder, and more or less forces that shareholder to sell its interest at a reduced price back to the majority. Although similar, today we want to discuss a different form of oppression more common to the partnership context known as a "freeze-out."

When prompt payment of construction contracts is required?

Last week we wrote about some of the unique qualities of Oregon's Prompt Payment Statute that provides recourse for construction subcontractors and contractors when an owner or contractor fails to pay on time. Though it can be particularly harsh, the statute's penalties will not always apply all of the time.

I 502 Marijuana Law Update: Lottery Process for Retail Licensing

The extremely limiting zoning requirements surrounding Washington's recreational marijuana law have been well documented here and elsewhere. To summarize, these zoning provisions are so restrictive that there are very few places in Washington that recreational marijuana sales will be allowed. Recently, it seems as if this problem has come to a head.

Real Estate Sales Contracts & The Doctrine of Merger

Some say buying a home is the most important purchase a person will make. It's understandable then, that these sales contracts are long and contrived documents that are seldom understood in their entirety. Having an early understanding of the terms of your sales contract is important, however, as the rights and guarantees therein don't always last.

Recovering Construction Contractor Disruption Costs

If there's one thing every person in the construction business knows, it's that you can expect delays in completing any project. But those delays aren't always the result of a negligent contractor, or unexpected costs. Sometimes, an owner or lead contractor can create delays by significantly changing a project or by not providing the proper working conditions. Disruptions like these may entitle a contractor to be paid for additional costs incurred as a result of the disruption.

Shareholder Oppression: Squeeze-Outs

As we've written before, minority shareholder oppression can take a number of different forms and vary in its severity. Some forms of oppression simply deprive minority shareholders of certain rights they should be entitled to. More complete forms of oppression, however, may effectively remove the minority shareholder from the company altogether.

CCB Enforcement of Oregon's Prompt Pay Act

As we've recently highlighted, the Construction Contractors Board and Oregon OSHA seem to be ramping up enforcement of their respective authorities under Oregon law. Where rules contain mostly black-and-white requirements for owners and contractors, as well as harsh enforcement options, the CCB has found the perfect place to flex its authoritative muscles. One such area is the CCB's enforcement of Oregon's Prompt Pay Act.

Benefits of Class Action Claims

You've heard it ever since you were a child: there is strength in numbers. When it comes to bringing a lawsuit, the same is often true. If wrongdoing is the result of systemic failures by a large corporation, there is usually a long list of potential victims. In those cases, victims seeking relief do not always have to bring their claims alone. Class action lawsuits allow many victims of the same wrongdoing to pursue their claims together.

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Phone: 206 237 0020

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