A Lot Of Smart People Post Here- Any Attorneys Or Retired Ones- I Have A General Legal Question

[DemocratSinceBirth]

The answer is non-binding. I already have two opinions from friends who are attorneys . I'm looking for a tie-breaker.


To a layman that this question can even arise is astounding.

I own a small buiness that is incorporated. It's so small that the only employee is me. I have been entering into contracts for over a decade. Instead of putting the Inc. after my corporation as in Sticky Widgets, Inc. I just refer to it as Sticky Widgets. This has never been an issue because I have never been in a contractual dispute.

Now I have an contract I might have to enforce. One attorney-friend said that the other party can get out of the contract because I forgot to put Inc after the name of my corporation and in the eyes of the law my business doesn't exist because I didn't put Inc. in therefore nullifying the contract. My other attorney- friend strenuously disagrees. He says there is not a court that is going going to nullify a contract over a minor omission like that.

I like the second opinion better.

Thank you in advance.

PEACE
DSB

[taterguy]

1. Free advice is worth what you pay for it

[DemocratSinceBirth]

2. I'm Willing To Pay

But they are attorneys and friends and a consultation fee isn't going to change their answer.

[marions ghost]

3. Paid advice

isn't always worth what you pay for it.

Doesn't hurt to get opinions.

[taterguy]

4. It can hurt if the opinions are wrong

This site is great for recommendations about books, movies, music, etc

But for important matters it's not very reliable.

[marions ghost]

5. THANK YOU for your opinion!

which I respect if you have found that to be true.

However the matter in question is not life or death. It's the sort of thing that friends can help with. When it comes to questions such as these people can benefit from chatting and sometimes they arrive at useful answers, or other questions to ask an expert. This is the way the world used to work.

Everybody knows that chat does not substitute for expert opinion (duh). Everybody knows you take what you can use & leave what you can't. Relax. On matters of life and death, your fears have merit. Ain't the case here. :shrug:

[Chan790]

6. what state?

State laws tend to effect these sorts of things more than federal laws so the most important pieces of data are what state you are in, what state the disputee is in and if the contract stipulates what state legal-disputes will be adjudicated within. If the contract does not stipulate (and they're not an idiot)...they're going to choose the venue with the law that suits their side best, you'll want to pick one where the law is on your side and it becomes a mad-dash to the courthouse to file a lawsuit first in order to set venue.

Coincidentally, you can venue-shop for a state where the law favors you...if you read the small print, you'll notice the most contracted services (cell phones, ISPs, credit monitoring, etc.) and credit cards say that the venue of adjudication is NY state. It's because NY has laws favorable to the financial industry, so they sue you there...even though most major banks are headquartered in Delaware and you might live anywhere. You don't have to pick a venue that has any connection to you or them at all. I have a wise-assed friend who puts in his contracts that the venue of adjudication is AK because nobody is going to travel to Alaska to sue him for anything frivolous.

My advice though is this...every state has a small-business association and every SBA has a fairly-great knowledge of their local business-related legal statutes. Call them...they're going to be able to answer this question better than anybody at DU or probably either lawyer. You might end up having to join the SBA but you'd want that anyways and should have done that before as they're great networking tools, usually provide free advertisement, advocate for your collective interests and can be handy in these sorts of pinches for their knowledge base and occasionally their lawyers.

(Chan790 is not a member of any state bar and nothing above should be construed as legal advice.)

[The Velveteen Ocelot]

7. The second answer is probably the correct one, but you should always use "Inc."

if you are operating as a corporation. That's because people who do business with you are entitled to know what kind of business entity they are dealing with. It is not true to say your business doesn't exist in the eyes of the law if you didn't use "Inc." assuming you properly observed all required corporate formalities (registering with your state, keeping separate financial records, having articles of incorporation and by-laws, etc.). Unless the contract has something to do with the fact that you are a corporation it shouldn't make any difference -- that is, if the other party to the contract owes money under the contract he has to pay it, regardless whether he owes it to you as a person or as a corporation. Where failing to use "Inc." can get you into trouble is if you (your corporation) get sued. If you fail to observe corporate formalities it can be possible to "pierce the corporate veil" and go after your personal assets. However, not using "Inc." on corporate documents is only one small bit of evidence.

But free advice is worth what you paid for it. Contact a lawyer in your state for some solid advice.

[Tuesday Afternoon]

8. Isn't there protection under something called:

"errors and omissions"

:shrug: