JURY TRIALS

JURY TRIALS

The right to a trial by jury is protected by the United States Constitution, but this provision only relates to federal trials, not state trials. Traditionally juries are composed of 6-12 members. In order for a decision to be rendered by the jury unanimity is generally required, unless the parties in a case have agreed otherwise.

The judge is tasked with the job of instructing the jury as to the relevant law. However, it is important to note that any party wishing to object to the judge’s instructions on appeal must do so prior to the jury retiring to render a formal decision. If your case goes to trial we highly recommend you contact a Nevada attorney who can apprise you of your rights.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-DRAFTING CONTRACTS

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

EARLY INVOLVEMENT OF YOUR NEVADA BUSINESS LAWYER IS ESSENTIAL

Drafting Contracts

A contract is a legally binding exchange of promises between two or more parties to do or refrain from doing, an act. As such, in the event of a breach, the law will provide a remedy. In order to form a validly executed contract the law requires an offer, acceptance of that offer, and consideration (the price of the promise).

Although the basic elements of contract are fairly simplistic, in practice it proves far more nuanced. As such, contract formation necessitates the services of an attorney to ensure that each transaction results in desirable legal and financial outcomes. Attorneys will be able to provide contract related services in an effort to minimize your legal risk.

In the case of a standardized form contract (not drafted by your attorney to meet your specific needs) certain provisions may turn out unfavorably to your interests. Moreover, if you write in certain clauses within a contract and they are ambiguous in any way, Nevada law dictates that they will be construed against you, resolving the deficiency in favor of the non-drafting party. Therefore, retaining an attorney when drafting a contract is essential to providing you with the utmost in protection


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-EARLY INVOLVEMENT OF PROFESSIONALS

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

EARLY INVOLVEMENT OF YOUR NEVADA BUSINESS LAWYER IS ESSENTIAL

Importance of Having your Attorney as your Registered Agent (continued)

There are many advantages when designating your attorney as your third-party registered agent. First, since the registered agent list is one of public record, the agent’s legal address will be the one listed in all official public documents. Second, an attorney agent allows the business owner to travel for business or pleasure without the risk of default judgment because of a missed lawsuit. Third, attorney agents can easily maintain systems to keep track of filings, notifications and publishing requirements of business entities to ensure that it misses none of the requisite government filings. Fourth, an attorney agent can ensure that your business remains in “Good Standing” within the jurisdiction in which it resides. Fifth, receiving service of process at a company’s primary place of business can spark rumors among customers and employees. Thus, designating a separate address for receiving service of process avoids this issue altogether. Sixth, attorneys understand the law regarding service of process and proper registration, thus, assisting a business entity to avoid liability.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

JUDGMENT WITHOUT TRIAL - PARTIAL SUMMARY JUDGMENT

JUDGMENT WITHOUT TRIAL - There are multiple ways in which cases are adjudged without a trial. In fact, a substantial majority of cases are decided prior to trial. An example of such a way is outlined below.

1. Partial Summary Judgment

Partial summary judgment may also be granted by a court. In this instance summary judgment may be granted with respect to certain claims in a lawsuit even when it is not granted with respect to all claims. This tool allows a judge to streamline case proceedings to particular issues that remain contentious or present a genuine issue of material fact for trial.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-EARLY INVOLVEMENT OF PROFESSIONALS

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

EARLY INVOLVEMENT OF YOUR NEVADA BUSINESS LAWYER IS ESSENTIAL

Importance of Having your Attorney as your Registered Agent (continued)

In Nevada, if an LLC, LP, or corporation fails to maintain a registered agent that company will be in default and its legal status will be revoked. In addition, penalty fees may be assessed for the entity’s failure. If a registered agent fails to perform their function, it can have significant consequences for the business entity. Most common would be a failure on the part of a company to respond to a given complaint or a failure to appear in court resulting in a default judgment that could substantially hinder an entity’s economic well-being.

To qualify as a registered agent in Nevada the agent must be a legal resident of the state. However, Nevada does allow a corporate officer of the corporation to serve, and allows the corporation’s lawyer to serve as an agent. Some states allow a business entity to act as its own registered agent, but other jurisdictions require that a business entity designate a third party as its registered agent.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-EARLY INVOLVEMENT OF PROFESSIONALS

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

EARLY INVOLVEMENT OF YOUR NEVADA BUSINESS LAWYER IS ESSENTIAL

Importance of Having your Attorney as your Registered Agent

A registered agent is a business or individual designated to receive service of
process when a business entity is made party to a legal action such as a summons or lawsuit. In Nevada, any business entity must designate and maintain a “Registered Agent.” The purpose of the agent is to provide a legal address within Nevada to facilitate legal service of process in the event of legal action.

In general, the agent is also the person whom the state government sends all official documents required for tax and legal purposes, such as franchise tax notices and annual report forms. The agent then forwards these documents to the entity itself. The agent also notifies its business entity as to whether or not it is in “Good Standing” with the state. The reason for this is that it is difficult for a business to keep track of legislative changes and report due dates for multiple jurisdictions given the differing laws of disparate states.



Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

JUDGMENT WITHOUT TRIAL - SUMMARY JUDGMENT

JUDGMENT WITHOUT TRIAL - There are multiple ways in which cases are adjudged without a trial. In fact a substantial majority of cases are decided prior to trial. An example of such a way is outlined below.

1. Summary Judgment

If one party can show that there is no genuine issue of material fact in a lawsuit, that party will be entitled to judgment as a matter of law, or summary judgment. The movant for summary judgment can show that no genuine issue of material fact exists by way of affidavits, or information learned through discovery (as examples).

The non-moving party will generally file a opposition in response to the movant’s request for summary judgment attempting to illustrate that a genuine issue does indeed exist, necessitating trial. However, the opposition cannot rest on its pleadings, it must show that there is a genuine issue for trial by way of evidence.

It is important to note that summary judgment motions are rarely granted because a genuine issue of material fact normally exists in every case. Moreover, the non-moving party receives the benefit of the doubt, or all matters in the summary judgment motion are construed in a light most favorable to the party opposing the motion. The fact that the movant is likely to win at trial is not enough, instead, it must be shown by the movant that there is no way it can lose at trial, given the facts presented and legal support.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

Why sole proprietorships and general partnerships offer no protection at all (continued).

In Nevada, each partner is personally liable, jointly and severally, for business debts, taxes and tortious liability. As an example, if a partnership defaults on a payment to a creditor, the partners’ personal assets are subject to attachment and liquidation to satisfy the creditor. Moreover, each general partner is an agent of the partnership. Therefore, if one partner is carrying out partnership business, all general partners can be held liable for dealings with third parties. By default, each general partner has a right to participate in the management and control of the business. Disagreements in the ordinary course of the partnership are decided by a majority of the partners which may prove difficult.

In the event of death, disability, or withdrawal of a general partner, the partnership is terminated. However, most partnerships provide for these type of events within a given agreement, with the share of the departed partner being purchased by the remaining ones.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

Why sole proprietorships and general partnerships offer no protection at all (continued).

A General Partnership is an unincorporated company formed by two or more persons. As such, the owners are all personally liable for any legal actions or debts the company may face. Regarding asset protection, general partnerships can even be worse than sole proprietorships. Anything that one partner does affects all of the partners because each partner is personally responsible for all obligations under the partnership. Thus, each general partner’s exposure to risk increases as the number of partners increases.

As is the case with a sole proprietorship, owners of a general partnership have unlimited personal liability. Generally, each partner is jointly and severally liable for the partnership’s obligations. Joint liability means that the partners can be sued as a group while several liability means that the partners are individually liable.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

JUDGMENT WITHOUT TRIAL - INVOLUNTARY DISMISSAL

JUDGMENT WITHOUT TRIAL - There are multiple ways in which cases are adjudged without a trial. In fact, a substantial majority of cases are decided prior to trial. An example of such a way is outlined below.

1. Involuntary Dismissal

The plaintiff’s claim may also be involuntarily dismissed by court order. Some of the grounds for involuntary dismissal include: (1) plaintiff’s failure to prosecute; (2) plaintiff’s failure to obey court orders; (3) lack of jurisdiction or venue; or (4) plaintiff’s failure to join an indispensable party. In general, involuntary dismissals are ordered with prejudice, meaning the claim cannot be brought again in the future.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

Why sole proprietorships and general partnerships offer no protection at all (continued).

There are some advantages to a sole proprietorship. First, the sole proprietorship is easy to establish and is subjected to fewer regulations. Second, the owner has complete control over the business, making it simple to discontinue. Third, because a sole proprietorship is not a corporation, it does not pay corporate taxes, making accounting easier.

In conclusion, the disadvantages of a sole proprietorship outweigh its advantages. The threat of unlimited liability, coupled with the prospect of greater risk as a business becomes more successful makes forming a corporation, LLC or LP all the more important.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

Why sole proprietorships and general partnerships offer no protection at all (continued).

There are numerous disadvantages to maintaining a sole proprietorship. First, the sole proprietor will have difficulty raising capital for the business because shares of the business cannot be sold. Second, sole proprietorships (in general) are looked upon with less legitimacy, than are corporations, or LLCs. Third, hiring employees may also prove difficult considering the amount of liability at stake. Fourth, this form of business will have unlimited liability; if the business is sued, the individual proprietor is personally liable. Fifth, obtaining the requisite financing for the business may prove difficult since sole proprietorships cannot grant a floating charge, which many jurisdictions require (a floating charge is a lien or mortgage on an asset that changes in quantity and/or value from time to time (such as an inventory), to secure repayment of a loan. In this arrangement, no charge is registered against the asset and the owner of the asset can deal in it as usual). Sixth, the life span of the business is uncertain, once the owner decides to shut the business down, or dies, the entity ceases to exist. Finally, as the company becomes more successful over time, its potential for substantial liability increases.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

JUDGMENT WITHOUT TRIAL - VOLUNTARY DISMISSAL BY THE PLAINTIFF

JUDGMENT WITHOUT TRIAL - There are multiple ways in which cases are adjudged without a trial. In fact, a substantial majority of cases are decided prior to trial. An example of such a way is outlined below.

1. Voluntary Dismissal by the Plaintiff

A plaintiff in Nevada may dismiss his/her complaint without prejudice any time before the defendant serves an answer or moves for summary judgment. Without prejudice means that the plaintiff may bring the suit again at a later date. However, only the first dismissal is granted without prejudice. Furthermore, if the defendant has filed an answer or made a motion for summary judgment the plaintiff may no longer automatically make a voluntary dismissal. At this point, the plaintiff is required to obtain leave from the court for dismissal.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

Why sole proprietorships and general partnerships offer no protection at all.

A sole proprietorship is a type of business entity which legally has no separate existence from its owner. As such, the limitations on liability enjoyed by corporations, LLCs, and LPs do not apply to sole proprietors. All debts of the business are debts of the owner since he or she retains no partners.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF A NEVADA BUSINESS LAWYER

Limited Partnerships (LP) (continued)

The limited partners in a LP cannot in any way, control or participate in the management of the partnership. As such, they are only liable up to sums invested by them and cannot withdraw their investments without the consent of the general partners. In this relationship both types of partners benefit from the firm’s profits, capital gains, and investment credits.

LPs can be formed for any type of business but they are very popular in movie-making, oil and gas exploration, real-estate development, and equipment-leasing industries. When a business begins to show taxable profits, limited partnerships generally dissolve and form into LLCs

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TRIAL AND THE IMPORTANCE OF NEVADA COUNSEL

TRIAL AND THE IMPORTANCE OF LOCAL COUNSEL

After discovery a trial is scheduled and the parties appear before the judge to discuss the merits of their cases. The usual standard of proof in civil litigation cases is the preponderance of the evidence standard. This dictates that a proposition is proved by a preponderance of the evidence if the jury is convinced that it is “more likely than not” that the proposition is true. A party who has the burden of proving a fact by a preponderance of the evidence may not simply rely on the jury’s disbelief of his adversary’s denial of that fact. Instead the party must prove his case.

A substantial majority of cases settle prior to trial, so if trial becomes necessary in your case, we would recommend that you retain a Nevada attorney to represent you in your litigation because trial procedure and client advocacy are extremely complex and necessitate the services of an attorney.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF A NEVADA BUSINESS LAWYER

Limited Partnerships (LP) (continued)

LPs are attractive because they can provide shares to many individuals without the additional tax liability of a corporation (however, states set limits on this number based on this very reason). Each limited partner makes an investment of funds in the partnership and in return receives a pre-stated share of the profits.

Since limited partners (investors) have no control over the conduct of the partnership they should make sure they have considerable knowledge about the reputation and record of the general partner(s) and the type of business. In fact, state laws require that there be some pre-existing acquaintanceship between the general and limited partners to prevent unprofitable business relations. Having considerable knowledge about the general partner in Nevada is especially important because a general partner does not violate any duty or obligation to his limited partners merely because the general partner’s conduct furthers his own interest. If this type of arrangement seems preferable to you we highly recommend that you contact a Nevada business lawyer for further information to ensure that your rights are protected.



Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF A NEVADA BUSINESS LAWYER

Limited Partnership

A limited partnership (LP) is a form of partnership similar to a general partnership (outlined below) except that in addition to one or more general partners, there are one or more limited partners. It is a partnership in which only one partner is required to be a general partner, thus limiting liability. As in general partnerships, a general partner acts as an agent of the business to bind all other partners in contract with third parties made in the ordinary course of the partnership’s business.

However, limited partners are akin to shareholders in a corporation, in that LPs have limited liability, or they are only liable for debts incurred by the firm to the extent of their registered investment and have no management authority (the limited partners do not have inherent agency authority to bind the firm unless they are subsequently held out as agents and so create an agency by estoppel or acts of ratification by the firm create ostensible authority). When forming a limited partnership it is important to contact a Nevada business lawyer to ensure that your rights are protected.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC) (continued)

Although significantly advantageous, LLCs still retain shortfalls. First, there is no statutory requirement in Nevada for an operating agreement, which could lead to significant issues among members. Second, investors may be more comfortable investing in a corporation over an LLC, making accrual of financial capital difficult. Third, some creditors may require members of an upstart LLC to personally guarantee the LLC’s loans making them personally liable for the LLC’s debt. Finally, it may be difficult for others to determine who actually has the authority within an LLC to enter into a binding contract given the varied titles of LLC principles (i.e. managers, members, managing members, managing director, chief executive officer, partner, and president).


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC) (continued)

LLCs are advantageous for numerous reasons. First, an LLC can elect to be taxed as a sole proprietor, partnership, S corporation or C corporation, providing much needed flexibility to different firms. Second, members of an LLC are protected from some or all liability for acts and debts of the LLC. Third, LLCs can “pass-through” taxation, or the firm’s owners pay income tax on the firm’s income and not the firm. Fourth, LLCs in Nevada are treated as entities separate from their members, maintaining perpetual existence. Fifth, membership interests can be separated and assigned, providing the assignee with membership benefits without transferring an actual membership interest. Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

ORDERS AND SANCTIONS FOR DISCOVERY VIOLATIONS

ORDERS AND SANCTIONS FOR DISCOVERY VIOLATIONS

Discovery usually proceeds without court intervention, however there are some cases when intervention becomes necessary. Interventions generally occur when there is either an abuse of the discovery process or failure on the part of a party to produce requested documentation.

Abuse of discovery occurs when one party tries to use discovery as a tool to harass his/her adversary. If this is the case the non-abusive party may object to the discovery requests (by indicating that the discovery requests are not within the scope of discovery) or seek a protective order against the abusive discoveree.

If one party refuses to cooperate in the other’s discovery attempts, the aggrieved party may seek an order compelling discovery. An order compelling discovery may be granted if the opposing party fails to: (1) answer an interrogatory; (2) designate an officer to answer deposition questions (if the party is a corporation); (3) produce documents or allow an inspection; or (4) answer a written or oral deposition question.

A court may also order sanctions or penalties against the party who refuses to comply with legitimate discovery requests. These sanctions can take the form of financial sanctions, dismissal of a claim, contempt, and prevention of the refusing party from making certain claims or defenses. We highly recommend that you contact a local attorney prior to engaging in discovery as the process can be complex and difficult to navigate.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC) (continued)

In Nevada, articles of organization must be filed with the Secretary of State to prove the existence of the LLC. These articles must set forth the name of the LLC, the name and address of each of its members, the name and address of one or more of the managers (if any), a statement setting forth the relative rights, powers and duties of each member, or an indication that the relative rights, duties and powers will be set forth in the operating agreement of the company. In general, the operating agreement need not be filed with the Secretary of State. Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC) (continued)

LLCs may be managed by their members proportionate interests; however, more common agreements provide for a manager or board of managers to oversee the day-to-day operations of the LLC. These managers are elected or appointed by members in the LLC and may also be removed by the very same members if the operating agreement provides such a function. Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TYPES OF DISCOVERY - REQUESTS FOR PHYSICAL AND MENTAL EXAMINATION

TYPES OF DISCOVERY - REQUESTS FOR PHYSICAL AND MENTAL EXAMINATION

When the mental or physical condition of a party is at issue, the court may order the party to submit to a physical or mental examination by a licensed physician or certified examiner. Unlike all other forms of discovery, this can only be achieved through court order and the party making the discovery motion must show good cause for its application. Moreover, the physical or mental condition of the party must be in controversy; it is not enough that the examination would somehow be relevant.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Limited Liability Companies (LLC)

A limited liability company (LLC) is a legal form of business company that provides limited liability to its owners. It is a combination business entity maintaining certain characteristics of both corporations and partnerships. However, it is often more flexible than a corporation and is an excellent tool for companies with a single owner.

Members of an LLC are the owners of the LLC in the same vein as shareholders are owners of a corporation or partners of a partnership (discussed below). These owners hold a membership interest in the LLC entitling them to a right to receive distributions of the LLC and retain proportionate rights over the LLC based on their membership interests. Prior to making any decision regarding the formation of an LLC we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Corporations (continued)

Yet another advantage to the corporate structure is that the assets and structure of the corporation exist perpetually. This allows for stability and accumulation of capital creating investment in projects of larger sizes and corporate assets. This perpetual lifetime feature indicates the boundless potential duration of a corporation’s existence, and its coterminous accumulation of wealth and power. Prior to making any decision to incorporate in Nevada we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TYPES OF DISCOVERY - REQUESTS FOR ADMISSION

TYPES OF DISCOVERY - REQUESTS FOR ADMISSION

Requests for Admission

One party may serve on another party a written request for admission of the truth of any discoverable matter. If a party fails to admit the truth of any matter requested for admission, and the party making the request proves the truth of the matter at trial, the court may require the party who refused to admit to pay reasonable expenses sustained by the movant (or the party making the request) in proving the matter. When a party admits to a certain matter that matter is (generally) conclusively established at trial.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Corporation (continued)

Another reason is that shareholders of a corporation have limited liability for a corporation’s debts and obligations. As such, their potential losses cannot exceed the amount which they contributed to the corporation by way of dues or payment for shares. This limited liability allows corporations to aggregate their costs for the primary benefit of shareholders, which makes for an increase in the number of willing shareholders and amounts they are likely to invest. Prior to making any decision regarding incorporation we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Corporations (continued)


In order to incorporate in Nevada a firm, or its shareholders must submit its articles of incorporation with the Secretary of State. The articles of incorporation establish the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of its directors.

Most corporations are registered as either a stock or non-stock corporation. Stock corporations sell stock to generate capital and are usually for-profit. Non-stock corporations do not have stockholders, but may have members with voting rights in the corporation. In addition, corporations can take the form of for-profit or non-profit, publicly traded, privately held, closely held, or closed altogether. The wide variety of ways in which a corporation can be instituted is just one of the major reasons for their popularity as a Nevada business entity. Prior to making any decision regarding incorporation we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TYPES OF DISCOVERY -REQUESTS FOR PRODUCTION OF DOCUMENTS OR PROPERTY

TYPES OF DISCOVERY -REQUESTS FOR PRODUCTION OF DOCUMENTS OR PROPERTY

Requests to Produce Documents or Property

A party may require any other party to produce documents and things. Thus, any papers, photos, or objects that are relevant to the subject matter of the case may be obtained from any party to the case. The caveat to this rule dictates that a party may be required to produce only those documents or other things which are in his/her possession, custody or control.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY-TYPES OF PROTECTION

IMPORTANCE OF ENTITY PROTECTION – LIMITED PERSONAL LIABILITY

TYPES OF PROTECTION AND THE IMPORTANCE OF YOUR NEVADA BUSINESS LAWYER

Corporations

A corporation is a legal entity separate from the individuals that form it. The defining feature of a corporation is its legal independence from the people who create it. If a corporation fails, or dissolves, shareholders (in general) only lose their investment, and employees their jobs, but neither will be further liable for the debts owing to a corporation’s creditors, unless they made an agreement to be personally liable.

Corporations require a special legal framework that grants a given corporation legal personality. As such, corporations have the ability to sign binding contracts, pay taxes in a capacity separate from shareholders, and own property. In addition, a corporation’s legal personality grants creditors priority over corporate assets upon liquidation (or insolvency) and corporate assets cannot be withdrawn by shareholders, nor can assets of the firm be removed by creditors of a shareholder. Prior to making any decision regarding incorporation we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION-LIMITED PERSONAL LIABILITY-WHY IS IT IMPORTANT?

IMPORTANCE OF ENTITY PROTECTION-LIMITED PERSONAL LIABILITY

WHY IS IT IMPORTANT?

Types of Protection and the Importance of Your Nevada Business Lawyer

There are many options for organization of small, medium and large sized businesses. However, the main options are sole proprietorship, general partnership, limited partnership (LP), limited liability company (LLC), and corporations. The discussion below explains the difference between each option while explaining the corresponding pros and cons. Prior to making any decision regarding entity protection we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that the entity you choose best suits your business goals.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TYPES OF DISCOVERY - INTERROGATORIES

TYPES OF DISCOVERY - INTERROGATORIES

Interrogatories

Interrogatories are a formal set of written questions to be answered in writing by the person to whom they are addressed. They allow for clarification of certain matters of evidence and help determine in advance what facts will be presented at trial and the scope of a party’s claims or defenses. Answers to interrogatories are made under oath by a party, usually after close consultation with his/her attorney. Interrogatories must be answered by the party to whom they are addressed, thus a litigant’s counsel may not answer the question. The attorney may instead object to the question and state his reasons for the objection.

As with depositions, there are limits to the number of interrogatories that a litigant can propound. In Nevada, interrogatories are limited to 40 per person, unless the parties agree otherwise.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION-LIMITED PERSONAL LIABILITY-WHY IS IT IMPORTANT?

IMPORTANCE OF ENTITY PROTECTION-LIMITED PERSONAL LIABILITY

WHY IS IT IMPORTANT?

By lessening the risk of potential liability a business entity is able to focus on the more important aspects of there business. In addition, entity protection comes in varied forms, each with the intent to lend itself to your specific needs. This flexibility will allow your business to grow and become more competitive in an increasingly competitive global market. There are also significant tax advantages to entity protection.

Although the discussion below may indicate that entity formation is relatively simple, it would be a mistake to form an entity without first consulting a Nevada business attorney because selecting the right entity that provides your business with the most liability and asset protection can be complex. The varied forms of protection are discussed below.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

IMPORTANCE OF ENTITY PROTECTION - LIMITED PERSONAL LIABILITY

IMPORTANCE OF ENTITY PROTECTION - LIMITED PERSONAL LIABILITY

Introduction and the Importance of Your Nevada Business Lawyer

Entity protection is important because it significantly limits one’s exposure to personal liability (especially in Corporations, Limited Liability Companies, and Limited Partnerships). In general, shareholders in a corporation, members of an LLC, and limited partners in a limited partnership are shielded from personal liability for the debts and obligations of the entity, which is legally treated as a separate “person.” This provides that unless there is misconduct, the owner’s own possessions are protected by law, if the business does not succeed. Prior to making any decision regarding entity protection we highly recommend that you contact a Nevada business lawyer to ensure that your rights are protected and that you choose the entity that best suits your business goals.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TYPES OF DISCOVERY - DEPOSITIONS

TYPES OF DISCOVERY - DEPOSITIONS

Depositions

A deposition is witness testimony given under oath and recorded for use in court at a later date. Along with parties to a suit, any non-party with relevant information may be deposed. If the person’s testimony is demanded of a party, then notice may be given to that person’s attorney. If the witness is not a party to the lawsuit, then a subpoena must be served on him/her if he/she is reluctant to testify in the matter. The person being questioned (deponent) is given notice of the time and place where the deposition is to be held (generally at the law firm which requested the deposition).

Since depositions are very costly and can be extremely cumbersome, Nevada limits their number to ten. However, there can be more than ten if both parties agree.


Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

THE IMPORTANCE OF BUSINESS ENTITY PROTECTION IN NEVADA

We will continue our series on the basics of civil litigation each Wednesday. Moving forward...

The Importance of Business Entity Protection in Nevada

Introduction and the Importance of Your Nevada Business Lawyer

This discussion seeks to inform entrepreneurs/business owners about the importance of entity protection. It will also discuss multiple types of protection that a business can adopt to lessen its liability. It is highly recommended that you consult with a Nevada business lawyer prior to forming an entity to ensure that you receive adequate protection for your business needs.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Types of Discovery-Automatic Disclosures

Types of Discovery – Automatic Disclosures

In Nevada, discovery includes six main types, each of which will be discussed individually below: (1) automatic (initial) disclosures; (2) depositions; (3) interrogatories; (4) requests to produce documents or property; (5) requests for admissions of facts; and (6) requests for physical or mental examinations.

Automatic (initial) Disclosures

At the initial stage of discovery, a party must, even without the request of the other side disclose certain things. First, each party must disclose the name, address and phone number of each individual likely to have discoverable information that the party plans to use in its case. Second, a party must provide a copy, or at least a description of all documents and tangible things in that party’s possession that it plans to use in its case.

If a party declines to furnish certain documents or information based on a claim of attorney/client privilege or work product immunity, the party must make the claim expressly and provide a privilege log that describes the nature of the documents or information being withheld. That way the opposing party will be able to at least question the validity of the privilege or work product claim by analyzing the nature of the information.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Discovery and Pretrial Conference, Cont'd.

DISCOVERY AND PRETRIAL CONFERENCE (continued)

Within 30 days after service of the answer by the defendant, the parties’ attorneys must meet and confer to discuss the scope of their impending discovery. At this time the attorneys will provide initial disclosures and all documents reasonably available to a party used in support of the allegations or denials made in the pleadings of each party. The attorneys also propose a plan and schedule of discovery ensuring that each one makes a reasonable effort to provide all discovery requested. In essence, the Early Case Conference is done to expedite the process of litigation by agreeing on the limit and scope of discovery. Following the Early Case Conference, within 30 days, the parties must file a Joint Case Conference Report with the Discovery Commissioner who is situated at the Regional Justice Center.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

TIMETABLE FOR VARIOUS PLEADINGS

Timetable for Various Pleadings

Once the plaintiff commences an action by filing a complaint, certain timetables for various forms of pleading kick in.

1. Complaint

Filing of the complaint will normally occur before it is served upon the defendant. However, service of the summons and complaint must be made within 120 days after the initial filing.

2. Answer and Rule 12 motions

The answer must be served within 20 days after service of the complaint. However, if the defendant chooses to file a Rule 12 motion and the court denies his motion, he will have an additional 10 days after the court has denied the motion in which to file his answer.

3. Reply to Counterclaim

If the answer contains a counterclaim then the plaintiff must serve his reply within 20 days after service of the answer.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

REPLY

Reply

If the answer contains a counterclaim, the plaintiff must serve his reply within 20 days after service of the answer. In the plaintiff’s reply he must either admit or deny the claims made within the counterclaim in a similar fashion to the defendant in his initial answer.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

PERMISSIVE COUNTERCLAIM

Permissive Counterclaim

A permissive counterclaim allows the assertion of any claim not arising out of the transaction or occurrence that is the subject matter of the opposing party’s claim. This means that no claim is too far removed from the subject of the plaintiff’s claim to be allowed as a counterclaim.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

COMPULSORY COUNTERCLAIM

Compulsory Counterclaim

If a claim arises out the same transaction or occurrence that is the subject matter of the plaintiff’s claim its assertion is compulsory under Rule 13(a) of the Nevada Rules of Civil Procedure. A counterclaim arises out of the same transaction or occurrence if it is “logically related” to the plaintiff’s claim. A failure to state a compulsory counterclaim within the defendant’s answer, results in a loss of that claim for future litigation. Moreover, if the defendant has asserted a counterclaim (whether compulsory or permissive) and the plaintiff has failed to serve a reply (discussed below) or to move against a counterclaim, a default judgment may be entered against the plaintiff on the counterclaim.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

COUNTERCLAIMS

Counterclaims

In addition to affirmative defenses and varying forms of denials, the defendant may, if he has a claim against the plaintiff, plead that claim as a counterclaim. If the defendant is required to plead a claim, it is called a compulsory counterclaim. If the defendant has the option of pleading the claim or not, it is called a permissive counterclaim.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

ANSWER AND COUNTERCLAIMS - TYPES OF DENIALS

Answer and Counterclaims – Types of Denials

1. Specific Denials

The defendant may make specific denials, which denies all of the allegations contained in a particular paragraph or count of the complaint. For example, “in answering paragraph 25, the answering defendant denies the allegations contained therein.”

2. General Denials

The defendant may make a general denial, which denies each and every allegation in the plaintiff’s complaint. However, if a defendant does make this denial he must be ready to challenge every single allegation in the complaint.

3. Qualified Denials

The defendant may deny a particular portion of a particular allegation. For example, the defendant could state “in answering paragraph 25, the answering defendant denies the allegations made in the first sentence and is without sufficient knowledge to form an opinion as to the truth of the remaining allegations.”

4. Denial of Knowledge or Information

The defendant may also deny knowledge or information if he does not have knowledge or information sufficient to form a belief as to the truth of the plaintiff’s complaint. This denial has the effect of a complete denial, but it must be made in good faith.

5. Denial Based on Information and Belief

Courts have allowed a defendant without first-hand knowledge, but with enough information to believe in good faith that the complaint is false, to deny the same. This kind of denial is generally used by large corporations, on whom the burden of obtaining information may be substantial.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

ANSWER AND COUNTERCLAIMS - CONTINUED

Answer and Counterclaims (continued)

The Defendant may make various denials as to the truth of the plaintiff’s allegations. Remember, that if the defendant fails to deny allegations made in the complaint they are deemed admitted. The kinds of denials include: (1) specific denials; (2) general denials; (3) qualified denials; (4) denial of knowledge or information; and (5) denial based on information and belief. In addition to these denials (explained below) the defendant must explicitly plead affirmative defenses in his answer. Rule 8(c) of the Nevada Rules of Civil Procedure lists 19 specific defenses that must be plead in the defendant’s answer else they are lost. However, Rule 15(a) generally allows the defendant 20 days from the service of the original answer in which to amend his answer to include specific affirmative defenses.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

ANSWER AND COUNTERCLAIMS

Answer and Counterclaims

The defendant’s response to the complaint is called an answer. In the answer, the defendant states in short and plain terms his defenses to each claim asserted by the plaintiff, and admits or denies each count of the plaintiff’s complaint. Defenses, like complaints may be plead in the alternative. For example, in a breach of contract suit, the defendant can in count 1 of his answer state that no contract existed, while in count 2 state that if such a contract did exist, it was breached by the plaintiff, not defendant.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

MOTION TO DISMISS - NRCP 12(b)(5) - FAILURE TO STATE A CLAIM UPON WHICH RELIEF CAN BE GRANTED

MOTIONS TO DISMISS - NRCP 12(b)(5) - FAILURE TO STATE A CLAIM UPON WHICH RELIEF CAN BE GRANTED

A Rule 12(b)(5) motion is especially important because the motion asserts that on the facts as pleaded by the plaintiff, no recovery is possible under any legal theory. This motion is generally made prior to answering the complaint. If the complaint is dismissed in response to the defendant’s motion to dismiss, the plaintiff will likely have the opportunity to amend his complaint to state a claim upon which relief can be granted. The pleading rules are very liberal and entitle the plaintiff to amend its complaint without leave of the court any time before a responsive pleading has been filed (the answer). Since a motion to dismiss does not qualify as a responsive pleading, the plaintiff will likely be granted leave to amend.

If the defendant files his motion to dismiss after he has served his answer and the court grants it, the plaintiff must be given leave from the court to amend its complaint. In other words, it is no longer entitled to an automatic amendment because the defendant has made a responsive pleading.

If the complaint is so vague and incomprehensible that the defendant cannot reasonably make sense of it, he may file a Rule 12(e) motion asking for a more definite statement. If the court grants this motion the plaintiff will have 10 days in which to cure the alleged defects. If the plaintiff fails to do so then the court will strike the pleading to which the motion was directed or make an order that it deems just.

The defendant may also file a Rule 12(f) motion to strike material from the complaint that is redundant, immaterial, impertinent, or scandalous. However, most courts are wary to grant such motions, instead relying on the plaintiff’s later ability to plead certain facts with the required specificity. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

MOTIONS AGAINST THE COMPLAINT

MOTIONS AGAINST THE COMPLAINT

Either in the answer, or in a separate motion, the defendant may attack the validity of the Complaint in a number of different ways under Nevada Rules of Civil Procedure Rule 12(b). This rule lists the following defenses: (1) lack of jurisdiction over the subject matter; (2) lack of jurisdiction over the person; (3) insufficiency of process; (4) insufficiency of service of process; (5) failure to state a claim upon which relief can be granted; (6) or failure to join a necessary party under Rule 19. Global Business Lawyers Nevada business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

THE LITIGATION PROCESS

THE LITIGATION PROCESS

Although complaints are fairly general in nature they require three essential elements to satisfy notice pleading standards. First, they require a short and plain statement of the grounds upon which the court’s direction depends. Second, they require a short and plain statement of the claim showing that the plaintiff is entitled to relief. Third, they require a demand for judgment or relief, which can take the form of money damages, specific performance, or an injunction (to name a few).

The short and plain statement of the claim does not require much. The plaintiff need only state the facts, not the legal theory he is relying upon. As long as the plaintiff gives enough facts to put the defendant on reasonable notice about what is being alleged, it is irrelevant that the plaintiff has failed to allege some matters that he will eventually have to prove in order to recover. However, certain “special matters” must be pleaded with particularity, these special matters can be found under the Nevada Rules of Civil Procedure Rule 9. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

THE LITIGATION PROCESS

THE LITIGATION PROCESS

Since general standards of jurisdiction and the right to notice and opportunity to be heard have been disposed of. it is time to begin a discussion of the actual litigation process beginning with the filing of the plaintiff’s complaint. Please note that this is not an all inclusive discussion into every aspect of the litigation process, but it should provide some education into what it entails and what is expected of litigants at each step.

Complaint

The complaint is the initial pleading in the lawsuit and is filed by the plaintiff. The filing of the complaint essentially “commences” the action. The filing of the complaint is what counts for statute of limitations purposes in specific federal question suits. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

OPPORTUNITY TO BE HEARD

OPPORTUNITY TO BE HEARD

The defendant must also be given adequate time to prepare a defense and an opportunity to present that defense. In order for the state to “take” the defendant’s property from him (even if the taking is only temporary), the defendant must be given a chance to appear in court to tell his side of the story or to prove how plaintiff’s claims are wrong. The opportunity to defend is based on constitutional notions of fairness and substantial justice. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Notice and Opportunity to be Heard

NOTICE AND OPPORTUNITY TO BE HEARD

Once it has been established that a court has the authority to hear a case between the parties before it, it must still be established that the defendant received adequate notice of the case against him. It is also important to note that one’s rights to notice and opportunity to be heard are fundamental rights guaranteed by the Constitution. However, there are specific limitations on these rights that require further discussion.

Notice

In order for the defendant to have received adequate notice, it is not necessary that he actually learned of the suit. Instead, courts only require that the procedures used to alert him to the impending suit must have been reasonably likely to inform him, even if they failed to do so. Nevada law requires in-hand personal service since in-hand service is still the best and surest way of satisfying the notice requirement. In-hand service can be achieved by leaving copies of the summons and complaint at the defendant’s dwelling with a person of suitable age and discretion. Nevada also allows for service by publication, but only in limited circumstances. Therefore, it is very important to pay attention to the type of service that you were afforded to determine whether or not it met the general standards required for notice. If it did not then you may be entitled to a dismissal of the action based on insufficiency of process. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Subject Matter Jurisdiction

SUBJECT MATTER JURISDICTION

1. Diversity Suits

Diversity suits require additional considerations before a federal court will hear a particular case. In diversity suits an amount in controversy in excess of $75,000 must be in dispute. In addition, complete diversity is required, meaning no plaintiff is a citizen of the same state as any defendant. A corporation is deemed a citizen of any state where it is incorporated and of the state where it has its principal place of business. Thus, an adversary to a corporation must not be a citizen of the state in which a corporation is incorporated or maintains its principal place of business.

2. Federal Question Suits

A federal question suit is one arising under the Constitution, laws, or treaties of the United States. In general, the reason there is a federal question is that federal law is the source of the plaintiff’s claim.

3. Supplemental Jurisdiction

Under the doctrine of supplemental jurisdiction, if a basic controversy satisfies federal subject matter jurisdictional requirements, additional claims and additional parties may be brought into the litigation.

4. Removal

Under the doctrine of removal, any action brought in state court which the plaintiff could have brought in federal court may be transferred, or removed by the defendant to federal district court. But, it is important to note in diversity suits that the action may be removed only if no defendant is a citizen of the state in which the action is pending. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Subject Matter Jurisdiction

SUBJECT MATTER JURISDICTION (SMJ)

SMJ refers to the court’s power to hear cases of a particular type relating to a specific subject matter. Most courts hold that SMJ cannot be waived by the consent of the parties because the particular court lacks competency over the litigation. The United States Constitution grants courts their SMJ, in turn, giving state courts the authority to hear the vast majority of cases. United States Federal Courts have limited jurisdiction in that they can only hear two basic kinds of controversies to establish SMJ: (1) suits between citizens of different states (diversity jurisdiction); and (2) suits involving a federal question. The issues of supplemental jurisdiction and removal will be discussed following diversity and federal question suits. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Three (3) Types of Jurisdiction

THREE (3) TYPES OF JURISDICTION

There are three kinds of jurisdiction which a court may exercise over the parties: (1) in personam; (2) in rem; and (3) quasi in rem. Each of which will be discussed below.

1. In Personam

In personam jurisdiction is jurisdiction over the defendant’s person, thus giving the court the power to render the individual personally liable. This judgment can then be sued upon in other states, and all of this individual’s assets may be seized to satisfy the judgment.

2. In Rem

In rem refers to jurisdiction over a thing, giving the court power to adjudicate a claim made about a status or piece of property. An action to pronounce a marriage dissolved or an action to quiet title to a piece of real estate are just some examples.

3. Quasi in Rem

Quasi in rem jurisdiction refers to a legal action based on property rights of a person absent from the jurisdiction. In essence, the state can assert power over an individual simply based on the fact that this individual has property (bank account, debt, share of stock, land) in the state. As such, the judgment cannot be sued upon in other states since in personam jurisdiction is unattainable. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Jurisdiction Over Corporations

JURISDICTION OVER CORPORATIONS

Jurisdiction over corporations can be established if: (1) the corporation is incorporated within the forum state; or (2) it has sufficient minimum contacts with the forum state (does business within the state). If neither of these standards are met, the corporation cannot be subjected to jurisdiction within the forum state. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Jurisdiction Over Individuals

JURISDICTION OVER INDIVIDUALS

Jurisdiction can be established for individuals upon a showing of: (1) presence within the forum state (or the state in which the court sits); (2) domicile within the state; (3) consent to being sued within the state (generally done by appearing in court without raising jurisdictional question); (4) tortious acts committed within the state (many states have laws allowing their courts to exercise jurisdiction over non-resident motorists who have been involved in accidents in the state) and (5) business done within a state to name just a few. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Two Types of Jurisdiction

TWO TYPES OF JURISDICTION

Before a court can decide a case it must have jurisdiction over the parties as well as the
subject matter. These two types of jurisdiction will be discussed below.

A. Jurisdiction Over the Parties

There are two distinct requirements that must be met before a court can be said to have jurisdiction over the parties: (1) the court must have the power to act, either upon given property, or upon the person himself, so as to subject him to personal liability; and (2) the court must give the defendant adequate notice of a pending action against him, coupled with an opportunity to be heard. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

I've Just Been Sued - The Basics of Civil Litigation in Nevada

I. WHAT IS VENUE?

Venue refers to the place within a jurisdiction in which a given action is brought before a court. In state trials, venue is determined by statute. In general, venue is authorized based on the county or city where the defendant resides, where the cause of action arose, or where the defendant does business. In some circumstances the county within a state may refuse to hear the case and shifts it to another venue within the state. In other cases the state as a whole will refuse to hear the case. In any event, when this occurs it is usually the handiwork of the defendant and his effort to either dismiss or remove the case from a particular venue.

In federal actions, a suit can be brought within a particular venue only if the district satisfies both the venue and personal jurisdiction requirements (discussed below) as to all defendants involved. There are three basic ways to establish venue within a particular district: (1) if any defendant resides in that district, and all defendants reside in the state containing that district; (2) if a substantial part of the events giving rise to the claim occurred, or a substantial part of property that is subject of the action is situated in the district; and (3) if at least one defendant is “reachable” in the district, or he is subject to personal jurisdiction. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Choosing the Best Entity for You - Difference Between S Corporations and C Corporations

Difference between S Corporations and C Corporations

Both S and C Corporations allow for limited liability of the shareholders, officers and directors. C Corporations have no limitations as to the number of shareholders. In addition, shareholders do not need to be residents or citizens of the U.S. In addition, C Corporation shareholders can be any type of business entity. In contrast, an S Corporation limits the number of shareholders to 75. An S Corporation may not have non-resident alien shareholders and only individuals, estates or certain types of trusts can be granted shareholder status. Global Business Lawyers Nevada Business Lawyers Lovaas & Lehtinen, P.C.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Choosing a Business Entity - Corporations

Corporations

One of the most commonly recognized business entities is a corporation. A corporation is considered a person in regards to the rights and duties imposed on it by law. Stockholders merely hold an ownership interest in the corporation through shares and are not liable for the acts of the corporation. If the corporation is formed in Nevada, then the corporation will be considered a citizen of Nevada. Lovaas & Lehtinen, P.C. Nevada Business Lawyers - Global Business Lawyers.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Choosing a Business Entity - Limited Liability Company (LLC)

Limited Liability Company (LLC)

In recent years the Limited Liability Company (LLC) has become a popular choice among business owners in Nevada. The LLC enjoys a host of benefits, including (1) asset protection (2) tax advantages and (3) simplicity of formation and operation of the business. LLC’s do have some similarities to partnerships in regards to taxation. In addition, LLC’s provide great flexibility in regards to the management of the business as all members of an LLC can manage the business or the management can be delegated to a group of members or a single member. In addition, a manager can be a corporation, partnership of even another LLC.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Choosing a Business Entity - Partnerships

Partnerships - Limited Partnerships

A Partnership is formed when two or more people join to establish a business. Partnerships are also easy to form, but they are taxed differently than a sole proprietorship.[1] Similar to a sole proprietorship, a partnership does not provide the partners with liability protection.

Limited Liability Partnerships are composed of two different types of partners (1) general and (2) limited. General partners are involved in the management of the business and bear all the risk of running the business. In contrast, limited partners invest in the business, but bear minimal or no risk in the running of the business. Limited partners share in the profits and losses as set forth in the partnership agreement.

[1] For more information regarding the taxation of these business entities, please consult your CPA or Accountant.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

What Business Entity is Right for You? Sole Proprietorships

Sole Proprietorship

A business owner may choose to form a sole proprietorship because of its simplicity. A sole proprietor does not have to file a separate business tax return; rather, a business owner can just attach a schedule C to his or her own tax return. Although, this business form provides simplicity in set-up, it provides almost no liability protection. Particularly, there is no legal distinction between the owner and the business itself. Consequently, if the owner is sued the owner may be subject to a judgment against his or her personal assets.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Choosing the Right Business Entity for You and Your Company

What Business Is Right for You?

When deciding the type of business entity to form, a company must take into consideration different tax implications and the necessary protection level required regarding any potential exposures of liability. It is absolutely imperative to consult an attorney and a CPA/Accountant before forming a business entity. Selecting the right entity with the advice of these professionals can provide a business owner with a secure level of asset protection. With those important considerations in mind, the next ongoing blog entries will address the pros/cons and differences between some of the most common business entities.

Nevada recognizes the following business entities: sole proprietorship, partnership, limited liability company (LLC) or a corporation. Within those categories there are different options available. In regards to partnerships there is a: (1) general partnership (2) limited partnership (3) foreign limited partnership or (4) limited liability partnership. In regards to corporations, the most common types are a (1) C Corporation (2) Close Corporation and (3) S Corporation. Each of these entities will be addressed in upcoming posts.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Do Business in Nevada - Part 11

Southern Nevada’s Foreign Trade Zone-Nevada Development Authority.

Businesses that are involved in international trade can benefit from Southern Nevada’s Foreign Trade Zone #89 which is operated by the Nevada International Trade Corporation. There are six sites located in the Southern Nevada. In addition, Northern Nevada is home to Foreign Trade Zone #126. Foreign Trade Zones were created by Congress in 1934 and are sites within the United States in or near a U.S. Customs port of entry, where foreign and domestic merchandise can be considered international commerce. A business can utilize trade zones as a mechanism to defer or eliminate duties on merchandise brought into the United States.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 10

Protection from Personal Liability

The officers and directors of Nevada corporations enjoy substantial asset and liability protection. Overall, Nevada law protects directors and officers from personal liability from acts committed on behalf of the corporation or by the corporation. In Nevada in order to “pierce the corporate veil” of a corporation, which is the act of holding the directors, officers or shareholders of a corporation liable for for the debts and liabilities of the corporation, requires the presence of “fraud” or “manifest injustice.” This is the highest standard for personal indemnification available. NRS 78.138(7). In essence any individual or manager, as a director or officer in a Nevada corporation, retains minimal or no legal or financial liability exposure under the Nevada corporate veil.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Incorporate in Nevada - Part 9

INCORPORATING IN NEVADA

In Nevada shareholders, officers and directors may be nonresidents of Nevada. Further, officers, directors and stockholders are not required to be U.S. citizens. In addition, stockholders are not required to live in or hold meetings in Nevada, they can meet anywhere in the world and Nevada allows nominee shareholders.

All corporate officers can be held by a single person, which eliminates the need to find different people to fill each corporate office position. Nevada allows corporations to conduct business at more than one office. Unlike Delaware who is now regulated by a corporation commission, Nevada is not. In contrast to Delaware, in Nevada stockholders and directors do not have to report the dates and times of annual meetings. In addition, entities formed in other states may be converted into Nevada entities so they can benefit from the advantages and flexibility offered to Nevada corporations.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Do Business in Nevada - Part 8 - Entity Flexibility

CORPORATE FLEXIBILITY

In last week’s post we outlined some of the privacy benefits afforded to Nevada corporations. Next, we will evaluate the great flexibility Nevada corporations enjoy relating to (1) the ownership and transfer of property, (2) the filing requirements and in (3) the management of the corporation. First, in regards to stock, Nevada corporations may issue stock for capital, services, personal property, or real estate including leases and options. Further, in contrast to Delaware, Nevada allows unlimited stock of any par value. In addition, Nevada corporations may purchase, hold, sell or transfer shares of its own stock. Moreover, Nevada corporations can guarantee, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares or its capital stock, or any bonds, securities, or evidence of indebtedness. Further, Nevada entities can purchase, hold, mortgage and convey personal property and real property anywhere in the world.

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.

Best Reasons to Do Business in Nevada - Part 7 - Non-Disclosures

INCORPORATING IN NEVADA

Regarding disclosure requirements, a Nevada business license does not require the disclosure of shareholder information. In addition, only the director and the resident agent are disclosed as a matter of public record in Nevada. In addition, Nevada corporations are not required to report the number of shares issued and outstanding. In contrast, this is required in Delaware. Also, in contrast to Delaware, in Nevada a corporation does not have to disclose its principal place of business outside of Nevada.

To find out more information regarding the benefits to incorporating in Nevada visit the Nevada Secretary of State Website at http://www.whynevada.com/ or contact us at globalbusinesslawyers@lovaas-lehtinen.com

Disclaimer: This web site is designed for general information only. The information presented at this site should not be construed to be formal legal advice nor the formation of a lawyer/client relationship. If you have questions or need specific advice relating to the matters contained herein, please contact Lovaas & Lehtinen, P.C.