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It probably happens in many industries. Your client wants a shortcut. 'Can I do this and get away with it?'

In the legal field, it often comes in the form of a contract client. 'My contracts says XYZ, but can I do ABC instead and get away with it... is there a loophole?' I almost always tell my clients 'No.' You see, in contracts, there are two types of clauses: 1) clauses that have a history of interpretation or written in a conventional manner and 2) clauses that are vague and need new interpretation. A 'loophole' can only fall in the first type of clauses because if you are in the second type (and since most contracts are unique, most clauses will fall in the second type), the only way the clause will be officially interpreted is in court. So the only way to know if a client can 'get away with something' is if they go to court. And that's always risky.

Attorneys can interpret contract clauses based on known contract principles, but at the end of the day, if a contract ends up in court, a judge's interpretation is the only enforceable interpretation. So for example, if the client comes with a non-compete clause and wants to know if he can open up a competing business, a lawyer can read the contract and research past cases (known as 'precedent') to determine a likely interpretation, but a lawyer can never say for sure, particularly when the clause is written in an unconventional manner or if precedent is lacking. I tell my clients they have three options 1) go to court and challenge the clause, 2) do whatever it is what you want to do and see if you'll get sued, and 3) simply abide by the contract. I usually recommend option #3.

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At Shakfeh Law, we believe in the old saying that an ounce of prevention is worth a pound of cure. One way to prevent needing the cure in contracting is leaving a paper trail in contracting and in the execution of business contracts.

One very telling example of this is where potential business partners contract to form a business and the partnership agreement requires the partners to contribute capital, without specifying what kind of capital. Even worse is where the partners provide liquid capital to the business without receipts. Always get a receipt. There are two potential problems that may easily arrive and could be prevented by leaving a paper trail.

The first problem is that neither partner can prove or disprove that either partner contributed the agreed capital because the agreed capital isn't specified. If there is a dispute, there could be a very costly discovery process and risky trial that's likely to make both parties unhappy. After all, civil court are just an expensive way of making everyone unhappy.

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We often assume that big or even medium-sized companies have their act together. We think these companies hire highly trained professionals to take care of various important matters. However, after reviewing many employment contracts for employees, I can not say that companies take their legal department as seriously. I've seen medium and large (including public) companies with terrible contracts or sometimes hiring employees with no contract all. This makes it incredibly important for both employees and employers to have their contracts reviewed by an attorney.

Here are some common mistakes that employers make:

  1. Including clauses that violate employee rights therefore opening up the employer to potential legal liability,
  2. Drafting clauses that are difficult to understand thereby opening up the clause to multiple interpretations,
  3. Not probably describing the duties of the employee,
  4. Not following proper signature protocols (such as not including the title of company representative), and
  5. Not addressing likely scenarios.

Bottom line to employees: don't assume that an employer knows what they are doing with respect to contracts. Bottom line to employers: carefully draft your contracts.

It's tedious. It's mundane. But it's necessary. It's necessary to maintain proper corporate documents. What are those proper corporate documents? Business owners should maintain records of its annual corporate renewals. If you do not renew, your corporation could be dissolved involuntarily by the state. If your corporation is dissolved, business owners no longer have the liability protections of a corporation.

Other corporate documents that are important are shareholder minutes and board of director minutes. In Illinois, you will not get audited at least, but for the protection of the corporation - and the individuals who own the business - they are important to maintain nevertheless. This helps the owners keep track of all corporate decisions. If a business partners ever goes rogue (as is common), other business owners can use the minutes as protection.

Debt threats: Collectors' extreme tactics

via Al-Jazeera English.

'Posey's experience, while extreme, is far from uncommon. As the effects of the Great Recession continue to fester in neighborhoods across the country, more Americans than ever report being abused, harassed and deceived by the notoriously unregulated debt-buying and -collecting industry. In 2012, the Federal Trade Commission received an unprecedented 180,000 complaints about these companies, nearly 13 times more complaints than were reported in 2000.'

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