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Business Litigation Contact

Jamie Keeton

Phone: 310 916-9517

Email: jkeeton@keetonlegal.com

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Business Litigation

Breach of Contract

People enter into contract for various reasons; buying a car, buying a house, hiring a contractor, being hired to perform a particular task, selling personal property, forming business or partnership, and even getting married. Although most contracts are in writing, signed by the parties to it, oral contracts do exist, and can be breached.

Breach of contract occurs when one of the parties to it failed to live up to their promise. Generally, the breaching party (the promise breaker) will be required to pay for damages the other party incurred in getting what they contracted for from someone else. When a contract is breached, there are several remedies available to the harmed party, including the following:

Monetary Damages

If you entered into a contract with someone who failed to follow through with their part of the bargain, you are often entitled to any money that you were required to spend above and beyond what you would have paid the breaching party. For example, if you contracted with a person to buy a lawnmower for $100, and he failed to sell it to you, and you had to pay a different person $125 for the same or similar make of lawnmower, you may be entitled to the difference - $25.

Consequential, or “ Special” Damages

In certain instances, you can recover more than the difference between the regular contract price and what you eventually paid. These are called consequential, or special, damages. Generally you must prove that the preaching party knew or should have known that you would incur this cost if they breached.

Specific Performance

Where the item that is being contracted for is rare or unique, like a one-of-a-kind antique or a piece of land, you can ask the court to order that the contract be performed, since it would be difficult, and in many cases impossible, to find another like item, regardless of cost.

LLC Business Formation

A limited liability company (LLC) is a fairly new type of business form. Many people opt for this type of business structure because they believe it has the flexibility of a partnership, while maintaining the personal asset protection of a corporation.

Occasionally LLCs are incorrectly referred to as "limited liability corporations" because of their corporate-like, limited liability nature. It is true that the primary characteristic an LLC shares with a corporation is limited liability, while the primary characteristic it shares with a partnership is the availability of pass-through income taxation. While corporations generally have a fairly rigid structure and require formal meetings, often LLCs are not so encumbered and can even be used for businesses with a single owner.

S-Corp Business Formation

"An S-Corporation is often called a ""close"" corporation because the number of shareholders is statutorily limited. An S -Corporation enjoys the same limited liability as a corporation, but is taxed differently by the Federal Government if a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code.

In general, S-Corpsrations do not pay any federal income taxes. Instead, the corporation's income or losses are divided among and passed through to its shareholders who must then report the income or loss on their own individual income tax returns. "

C-Corp Business Formation

This is likely what you think of when you hear the word "corporation." As with an S-Corp and LLC, personal liability if limited. A C-Corporation refers to the way a corporation is organized and taxed. For Federal income taxes, it is a unique entity, separate from the shareholders. An entity organized as a corporation is often required to have annual meetings, bylaws, and elections for officers.

One of the differences between C-Corps and S-Corps is the number of people who may hold stock in the Corporation; for a C-Corporation, the number of shareholders is unlimited. Additionally, C-Corps may issue different classes of stock, which is often seen in Corporations funded by Venture Capital. In many instances, however, Federal and State securities law will be implicated in C-Corporations due to the number of shareholders, their places of residence and their investment savvy.

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