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Baton Rouge Business & Commercial Law Blog

Protections for contract disputes

As this blog recently discussed, unfortunately, contract disputes can arise and can create strain for a small business or important business relationships. It is best to know how to resolve contract disputes and get the business relationship back on track as quickly as possible whenever possible. It is also important for small business owners to know how to protect their interests related to drafting a contract, as well as how to protect their interests if a contractual relationship has been broken.

A contract relationship can be violated in circumstances of the sale of goods, the sale of property or in other situations such as those related to the protection of trade secrets. It is essential for business owners to understand how to protect their interests when drafting a contract, executing a contract and enforcing a contract at all times. There are different ways to resolve a contract dispute including litigation and negotiation.

Maryland-based company buys Baton Rouge operation for over $400M

Large companies involved in processing and manufacturing often have several components to their business and supply chain that make it a successful and profitable business. It can be helpful to think of each component of these businesses -- often located in several locations -- as their own miniature business inside the larger frame. One such company sold one of their components that is headquartered in Baton Rouge to a Maryland-based company for over $400 million.

Determining a company's motivation to sell is not always easy, however, Albemarle used to be headquartered solely in Baton Rouge. In 2016 they started to expand into other markets with a move to Charlotte. Since then, they have sold off all components of the Baton Rouge chemical plant, forever severing ties to their hometown and relocating 200+ employees to Charlotte.

How do I respond when a contract has been breached?

Businesses are entering contracts every day which makes contracts an important component of a company's daily business. Businesses also rely on the contracts they enter into so a business owner will likely wonder what to do when they have suffered a breach of contract. As any business owner no doubt knows, contracts are an important part of doing business as they provide protections for the parties and set out obligations, rules and guidelines that govern the business relationship.

When one party to the contract fails to abide by the contract terms, it is considered a breach of contract and there are different legal remedies and options available to the address a breach of contract based on the goals and needs of the non-breaching party. It is essential for the non-breaching party to first carefully identify the breach but locating it in the contract documents. The non-breaching party may wish to send a demand letter to the party that is in breach, pointing out the breach and reminding the breaching party of its contractual obligations.

Private mergers attractive option for those with privacy concerns

When thinking about your business, are there certain details you wouldn't want shared with the public? For publicly traded companies, there really isn't an option to keep secrets, other than trade secrets or other related content. This is because publicly traded companies are regulated and controlled on a different level than private businesses.

However, many businesses are still privately held. Privately held companies may not have the advantages public businesses have, but what they do have is the option to keep dealings and financial information private. While all businesses must still report income to the IRS for tax purposes, other information, like net profits can remain behind closed doors. This is the same for details of private mergers.

The basics of a merger

For any business owner considering a merger, there is a lot they should know. A merger is a big step for any business which is why it is essential for business owners to understand how the merger process works. Mergers can have an impact on not only the business but shareholders, stakeholders, directors, managers, employees and customers as well so they should not be approached or considered lightly.

The way that a merger works is that the two companies merging combines both their assets and liabilities. The shares of one company are converted to the shares of the other company and, in essence, one company survives the merger process. Because of the high stakes associated with a merger, both companies involved should perform their due diligence and ensure they understand the legal standing and finances of the other.

Baton Rouge franchisee sells 26 Baton Rouge area McDonald's

A well-known Baton Rouge area franchisee has reportedly sold 26 McDonald's restaurant locations to a different investor. Franchises are a great way to become a part of a larger business opportunity that allows for investment and growth in a more well-known brand or company.

Owning a franchise has its positives and negatives but one attractive incentive for many would-be franchisees is a lower risk investment than would be involved in starting a business from scratch. McDonald's is known for being one of the most successful franchises to date, and what once started as a few locations has grown into a household name and global brand.

How do I buy a franchise? Part 1

Franchise opportunities can be excellent business opportunities, but it is important to know how to approach them and get answers to all of your questions beforehand. Franchising can offer less control than if the entrepreneur owns their own business. A franchise refers to a business model in which the owner of a business sells the rights to their business model, name and logo to an entrepreneur to use.

There are two common types of franchising which include product and trade name franchising or business format franchising. The entrepreneur benefits from the brand recognition of the franchise, the good will, marketing and promotions of the franchised business. The entrepreneur, however, will have to follow rules related to running the business established by the franchising business they are paying for. While the entrepreneur may have less control, they will also have more guidance from the franchising company than if they were on their own.

Part 2: How do I buy a franchise?

Once the entrepreneur has decided on franchising, it is both necessary and important to conduct their due diligence. To begin with, the entrepreneur should obtain a Uniform Franchise Offering Circular which will include reports about the franchise's legal, financial and personnel history. It is also necessary to ensure the franchisee understands the rules and regulations associated with the franchise and the type of help them will receive.

In particular, the franchisee needs to ensure they have the right to use the company name and trademark and conduct business in an area protected from competition from other franchisees. The franchisee should also understand the extent and nature of the management assistance, training and guidance they will receive and if they will be utilizing the expertise of the franchising company related to marketing and advertising. It is also essential for the franchisee to understand the contract between the franchising company and themselves and should carefully negotiate the terms as much as possible, as they are oftentimes favorable to the franchising party and require them to meet sales quotas and purchase equipment, supplies and other items.

Five types of construction defect claims

Imagine you buy a newly constructed home, move your entire family in and then the first rain of the season hits the home hard. Suddenly, the windows and roof are leaking and you feel like you're living under a waterfall. This is not how a newly constructed home should behave in a heavy storm; the contractor that built your residence clearly did something wrong.

Most new home buyers can ask that the contractor fix the defective parts of their newly constructed home, and the contractor will comply. However, in cases where the contractor tries to argue that it's not liable for these mistakes, homeowners may need to pursue their claims in court.

The process of merging or acquiring a business

One way to grow a business is by merging with another business or acquiring an existing business. The process is similar to beginning a new business but can also provide a head start. It is important to keep in mind when merging businesses or acquiring a business to protect the existing business. When considering a merger or acquisition as a growth opportunity, it is important to understand each and the differences between the two.

A merger refers to combining two different businesses into a single new business entity. It can be useful to merge with a business that offers different but complimentary services or products. Acquisitions, on the other hand, do not refer to the formation of a new business entity, as, in circumstances of an acquisition, the acquired company is absorbed by the acquiring company. Acquiring a business is similar to buying an existing business and can be another good growth opportunity. In some circumstances, the acquired company is liquidated in the process.

Dale M. Maas, Attorney at Law
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