Repudiation of Contracts

Posted on : May 28, 2015

Arlington breach of contract lawyers can explain the complex concept of anticipatory repudiation. When one party repudiates a contract, the other acquires certain rights.

Types of Repudiation

There are different ways that parties can repudiate contracts. One way is to expressly repudiate the contract. For example, the party may simply say that he or she is not going to complete the deal.

Another way to repudiate a contract is to take certain actions that make it impossible for the other party to fulfill the contract. A party declaring bankruptcy can cause this to occur.

Another way to repudiate the contract is to transfer the subject matter of the contract to someone else. For example, if the party sells the subject matter of the contract to someone else, he or she has repudiated the contract.

Sale of Good Contracts

Arlington breach of contract lawyers can explain that sale of goods contracts must follow special rules. The Uniform Commercial Code governs the sale of goods. The UCC has a particular process that must be followed when dealing with cases of anticipatory repudiation. If a party believes that the other will breach the contract, it can demand adequate assurances. While waiting for these assurances, the party can suspend his or her performance under the contract. If the other party has not provided these assurances for 30 days, the contract is terminated. An exception to this rule is if the only remaining term is payment.

Duty to Mitigate

A common concept for contract disputes is that the plaintiff has the duty to mitigate his or her damages. The plaintiff cannot merely sit back and allow damages to accumulate in the hopes of a large payout. Instead, the plaintiff must take steps to reduce damages, if possible.

Legal Assistance

For more information on anticipatory repudiation, contact Arlington breach of contract lawyers at Schleifman Law, PLC.

Forming a Partnership

Posted on : May 19, 2015

If you are considering forming a partnership with someone for business, there are certain requirements that Fairfax business lawyers will inform you about. Here are some steps you should take when forming a partnership:

  • Choose a name. Your partnership should have a distinguishable name, either the surnames of the partners or a fictitious business name you come up with. A fictitious business name must be one that is not already in use and should be distinguishable from other registered businesses to avoid trademark infringement. Search through the U.S. Patent and Trademark Office and Virginia Corporation Commission to find out if your name is already taken.
  • File an assumed name. If the name you choose is different from the surname of the partners, you must register the partnership with the clerk’s office of the circuit court of your county. You will need to file a Virginia Certificate of Assumed Name.
  • Write up a partnership agreement. Although this is not a legal requirement, it is a good idea to draft such an agreement to explicitly layout the terms of the business and how the partnership will work in case there are disagreements. This agreement should specify how profits, losses, and draws will be allocated; who has management duties or other forms of authority; how decisions are voted on; and what happens to the partnership if it is dissolved or goes bankrupt.
  • Obtain relevant licenses and permits. Depending on your area of business, you might need to file for various professional licenses or zoning clearances in accordance with state and local regulations. Check the Virginia Department of Professional and Occupational Regulation for more information.
  • Obtain an Employer Identification Number from the IRS. You must get this whether or not you have employees.

Contact Fairfax business lawyers

For more information on how to form a partnership, consult Fairfax business lawyers at Schleifman Law, PLC.

Taxation and Your Sole Proprietorship

Posted on : May 8, 2015

A sole proprietorship has many advantages for small business owners. One of these is that, unlike corporations, the company is not doubly taxed. Consult an Arlington business attorney to determine whether a sole proprietorship is appropriate for your company.

Pass-Through Taxation

The taxes a sole proprietorship pays are made through the owner’s personal income taxes. This is referred to as pass-through taxation because the taxes pass through the company to the individual’s return.

Filing Taxes

Owners of sole proprietorships pay taxes on all profits, regardless of whether any of the money is put aside for future expenditures. As the owner of the sole proprietorship, though, you are allowed to deduct expenses just as you would with other business types. These include cost of operation, advertising, travel, equipment, and certain start-up expenses.

Your Arlington business lawyer will tell you that it is important to keep your personal and business expenses separate from each other. Make sure that you maintain separate accounts. This will help prevent mixing the two. Make sure you don’t pay any business expenses out of your personal account.

You will need to estimate and pay taxes on a quarterly basis. Moreover, you will need to pay the full cost of Social Security withholding. As an employee of a company you would pay only half of this. The rate is 15.3% on the first $118,500, with 2.9% to be withheld for earnings above this amount. Since you have this added expense, the IRS allows you to deduct half of this withholding from your taxes. When you file taxes you will need to include Schedule C, Profit or Loss from a Business, with your Form 1040.

Work with an Attorney

It is very important from the outset of a company start-up that you choose the form of business that is right for your needs. You may find it in your best interests to work with an Arlington business attorney. Call Schleifman Law, PLC today.

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