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Troy MI Business & Commercial Law Blog

Sub-S corporations may be best for small MI businesses

As any Michigander who has formed business knows, the legal details involved in creating a new business in Michigan can be complicated and even overwhelming. For instance, a person must decide whether his or her new business will be a corporation, a limited liability company or just an old-fashioned partnership or sole proprietorship.

Assuming that an Oakland resident ultimately settles on the fact that a corporation is the best way to structure his or her new business, then he or she must still decide what type of corporation he or she wants. It should be noted though that these types of corporation both give the business owner considerable legal protection from business-related lawsuits; however, these different types of corporations make a world of difference in how a person gets assessed taxes.

What makes for an ambiguous contract under Michigan law?

Last week's post discussed under what circumstances a Detroit-area business owner in the midst of a contract dispute can rely on other evidence, outside the language of the contract itself, to interpret the contract or to add to the terms of the contract. That post mentioned that, generally speaking, Michigan courts are not going to allow parties to introduce other evidence of a contract's meaning when the language of the document is perfectly clear.

The post may have left some of our Michigan readers wondering exactly what constitutes an ambiguous contract, since after all not every document is perfectly clear in every sentence. A contract that is ambiguous must be capable of more than one reasonable interpretation. This means in practice that two people, both acting in good faith and reasonably, can come to two different interpretations of what the contract means.

Michigan's parol evidence rule and contract disputes

Many type of business disputes arise out of argument about a contract. After all, many Michigan business owners, if they thought about it, would realize that the operation of their business daily is dependent on the making and following through on different agreements, whether it is a lease, an employment agreement, a purchase order or even something seemingly minor like the office's snack service.

With contracts being such a fundamental part of the way businesses operate, it comes as no surprise that sometimes contract disputes will arise between businesses. Oftentimes, these disputes will revolve around what exactly the language of a contract means.

What is a 'trade secret' anyway?

The last several posts discussed "trade secrets" and how they may impact the livelihoods of Michigan business owners. While, as mentioned, most business owners in Michigan know that there are some ideas or designs that they would not want in the hands of their competitors, it may be helpful to review the law of trade secrets in Michigan so that business owners can understand them better.

For example, not every process and procedure that is kept out of the public eye is necessarily a trade secret. Under Michigan law, a trade secret must be something, like a machine or tool or even a particular way of doing things, that has value because of the fact that it is not widely known or remains mysterious to the average person.

Our firm can help protect your business's trade secrets

While Michigan business owners may not think about the precise legal definition of a "trade secret," they do know intuitively that there is simply some information that they would not want leaking out into the public, especially if that meant it would get in the hands of their competitors.

As last week's post on this blog reported, sometimes the end result of a breach of a trade secret can spell disaster, especially for a growing small business. A Troy, Michigan, business owner can only imagine the lost revenue should his or her secret recipe, customer list or even pricing scheme and business plan fall into the wrong hands. It could, in the worst case scenario, even mean that one business will fall prey to the better financial backing of a slightly larger business that didn't bother to innovate its own product or service.

Trade secret suit may continue to impact Michigan business law

A relatively recent trade secret and confidentiality case involving a Michigan company may continue to make headlines and exert influence over the development of Michigan law in the upcoming months.

Although a federal jury reached an initial decision in this case last year, the judge presiding over the trial dramatically reduced the $26.5 million award in favor of a company in another state. The allegation at issue was that the Michigan company, by hiring three employees that formerly worked at the plaintiff company, was able to access valuable and confidential information. The Michigan company then allegedly used the information to develop a competitive product in turn helped the Michigan company siphon revenue from its competitors.

What should I look for in a commercial lease?

While some Michigan businesses may be fortunate enough to own their own property, many other businesses, particularly those who are just getting started, will probably have to rely on a commercial lease in order to secure a suitable location for their operations.

Even though leasing a piece of commercial real estate is not the same as buying or building, it is important for business owners in the Detroit area to remember that leasing business property is simply not the same as leasing one's private apartment or home. The terms of the lease are often long relative to that of a residential lease, and there are many times more complicated payment terms and conditions in a commercial lease.

We can help your business seal your big real estate deal

Whether they own an emerging business or sit at the top of an established and influential enterprise, Michigan business owners will more likely than not have to purchase, sell or rent a piece of commercial real estate at some point.

Whenever it is time for the next big real estate deal, it is very important that the business owner forms the proper team and includes and experienced and capable commercial real estate attorney on that team. For one, commercial real estate transactions, even "simple" ones, are much more complicated than buying, selling or renting a house or an apartment. There are all kinds of business and legal technicalities to which someone must attend promptly and competently.

A primer on Michigan antitrust law

As in the case in many other states, certain actions among businesses that would have the effect of squeezing out competition unfairly are prohibited in the state of Michigan. A business who violates this rule can face criminal penalties, administrative sanctions or a lawsuit brought by an aggrieved organization or individual.

Basically, the law prohibits most businesses from either maintaining or trying to form a monopoly over a particular good or service. Some companies, organizations and industries are exempt. Usually, these industries are already highly regulated, as in the case of insurance companies, or are serving an important purpose, like the government itself or an established trade union that represents the rights of workers.

Michigan company will be paid damages after waiving jury trial

Plastipak Packing, a business located in Michigan, will receive over $7 million from Healthways, an out-of state provider of "wellness services," after prevailing in a trial. The Michigan company alleged that the Tennessee business had breached its contract, and the judge hearing the case agreed.

The result, at least to some degree, was the product of the hard work of the Michigan company's business lawyer. In an interesting move, the Michigan company agreed with Healthways that the case would not go before a jury as originally planned. Instead, the judge alone would hear the facts of the case and make a decision.

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