Torts a Mainstay at Heselmeyer Zinda, PLLC

Heselmeyer Zinda, PLLC, a business law firm with offices in Austin and Dallas, handles business tort cases.

The idea of wrongful interference, or tortious interference within a business relationship, is a practice area of Heselmeyer Zinda, PLLC, a Texas-based law firm with offices in Austin, Round Rock and Dallas. The theory of the tort has little, or nothing to do with the popular conception of the word, except perhaps in a figurative sense. According to D. Scott Heselmeyer, what it means, basically, “is meddling, as it applies to business law. A line must be drawn in the sand, so that no one may intentionally intermeddle with the business affairs of others.” The key is “intentionally,” as situations may arise which are inadvertent or “accidental.” An example of tortious interference “might be a deliberate attempt to get employees to leave their present employment and migrate to a competitor, or even to a non-competing firm that desires the skill sets they’re seeking to obtain,” Heselmeyer explains. It’s a bit similar to the War of 1812, when British frigates sought to kidnap American sailors and “impress” them into the British Navy, akin to an act of piracy on the high seas. Somewhat similarly, to “impress” employees to leave their current employment in an act of “tortious or wrongful interference” and take work with another is unlawful.

Tortious interference can also become more complicated – when the objective is not so much to obtain the workers, but to cause harm to the company they’re working for. “Sometimes enticement occurs,” Heselmeyer clarifies, “and in those cases the objective may be different. A more malicious instance of tortious interference may have as its endpoint to cripple or destroy the employer, typically a competitor.”
Another twist of tort is when unlawful inducement becomes associated with untruthful means, or when employees are seduced to commit wrongs against their employer in the manner of disclosing proprietary information.

It is not unlawful merely for someone to hire away someone else’s employee, for instance, by offering to provide better compensation. “This is true no matter how much the loss of that particular employee might inconvenience his former employer,” Heselmeyer explains, “Our society is based on principles of free enterprise, and a business proprietor has no legal right to complain, or avenue of redress, if the base of his complaint merely results from lawful competition.”

To learn more about Austin business attorney Jack Zinda visit Texasbusinessattorneys.net.

Ins and outs of Dissolving a Corporation

Heselmeyer Zinda, PLLC knows what’s involved in matters of corporate dissolution.

Dissolving a corporation is not as easy as it sounds. In nearly every business, there comes a time when, the life of a company should come to a close. Dissolving a business relationship is often a more arduous task than the initial start-up.

When it comes time to dissolve your corporation, someone will have to tie up any loose ends and fulfill the final legal obligations of the company. But how is this accomplished? “The process behind dissolving a company is dependent upon the business structure. Special handling is required especially with the involvement of shareholders,” states D. Scott Heselmeyer of Heselmeyer Zinda, PLLC.

Just because all of your merchandise is gone and you have closed your doors for the final time, do not assume that your company is finished. From a legal viewpoint, the company still exists even if you are no longer conducting business. Until an official dissolution is completed, the state requires the corporation to continue to fulfill its legal obligations.

“Not dissolving your corporation can have severe consequences,” says Heselmeyer, “the costs typically do not outweigh the consequences of failing to legally dissolve your company.”

Besides not having corporate closure, some consequences that you may be forced to deal with are tax filings and the associated penalties and fees of late filing, personal liability, annual reports, future product liability from any product sold while the company was in operation and asset allocation delay. The latter is likely to directly affect the shareholders, who would not be legally entitled to their share of the company’s assets until an official dissolution has been made.

When you first decide to dissolve a company, you need to adopt a corporate resolution to dissolve, an action designated by the board of directors. A vote has to be taken with minutes of the meeting recorded and retained in corporate records. Once this has been approved by the board of directors, a majority approval amongst the shareholders must be reached. Once these details have been met, an Article of Dissolution will need to be filed with the Secretary of State of your particular state; sometimes this can be accomplished with a certificate, but may require a more complicated process.

To learn more about Austin business attorney Jack Zinda visit Texasbusinessattorneys.net.

Ins and outs of Real Estate Litigation

Real estate litigation serves to mitigate disputes that may arise in a variety of circumstances.

Litigation is defined as the process of bringing a lawsuit. In business litigation, specialties arise within the specialty. One of these is real estate litigation.

Real estate litigation typically arises from real estate disputes. Such disputes may occur within purchase and sales contracts, partnership disputes, claims involving breach of fiduciary duty, commercial leases, property insurance, property tax assessment, and design and construction defects or boundaries. All of these sub-specialties within real estate law may require litigation expertise to resolve.

The objective with any litigated real estate case is to obtain a favorable outcome. Representation in matters of fiduciary duty and partnership and contract disputes can often produce multimillion dollar judgments and defense verdicts in favor of a real estate litigator’s clients. Litigators of real estate matters often represent buyers and potential buyers of real estate. Within the real estate milieu, land use restrictions leveraged in advantageous ways are often litigated for clients as diverse as owners of vineyards, hotel and motel owners and developers (and increasingly with bed & breakfast lodging establishments as proprietary brands are haggled over), and developers of commercial and residential properties. Real estate litigators frequently become engaged in disputes over boundary lines and easement rights, enforcement of seismic retrofitting requirements, and the failure of property owners from adjoining or abutting parcels to comply with zoning and permit requirements.

Homeowners too, most notably persons of wealth, may engage a business law practice handling real estate litigation for such matters as major design and construction flaws that may have been hidden or obscured when they initially purchased their properties; in such instances claims against responsible parties, including contractors and sub-contractors as laws permit, may be pursued.

For any real estate litigator, certain inherent skills may be more likely to ensure successful outcomes. One such example is experience in adversarial proceedings. If a business practice lawyer has not appeared before judges and juries as well as alternative dispute resolution forums such as non-binding mediation, it is prudent for potential clients to select another firm. In any case, a competent real estate litigator should be fully prepared to try any case in state or federal court.

Jack Zinda is an Austin business lawyer with Heselmeyer Zinda, PLLC. To learn more about Austin business attorney Jack Zinda visit Texasbusinessattorneys.net.

Business Contingency Cases

Contingency fees are often a key component in cases that have the potential for a very high payoff for the client that does not have the resources or desire to pay a law firm by the hour.

A contingency fee is the cost of legal representation when payment to an attorney is based upon a percentage of what a client receives in a settlement or judgment. While contingency cases are well-known to the public in the personal injury realm, business contingency cases can also be extremely viable for clients that have a business law issue. In either specialty, when a case comes along that a company does not have the resources to pay thousands, if not millions, of dollars in legal fees, the case is frequently dropped out or not engaged initially out of economic necessity. Contingency fees allow these cases to be pursued.

The trick of expertly handling contingency cases is to combine large-firm expertise with small-firm attention while reducing overhead.

The best business law firms in a given state or region are renowned for successful outcomes achieved in at least one or two, and preferably several, well-chosen contingency cases. Certain prudent firms versed in business contingency cases may carry three or more promising contingency cases at all times. A single such case may consume up to 20 percent of a firm’s available time, but typically generates between 40 and 50 percent of the same firm’s revenues.

The crucial part of any business firm’s contingency strategy is that these cases must be well chosen. The ideal formula is to have a relatively small number of such cases in the game, as a loss in a time-consuming and hard fought contingency case could seriously impair even the most aggressive firm’s bottom line.
Financial thresholds for a contingency-based case can range from tens of thousands to several million. Once an appropriate financial range is established, the case must be thoroughly analyzed and determined to be financially viable with sound prospects for success, assuming that the matter is deemed substantive enough to go to trial.

Legal vehicles such as blended contingency models, in which a fee consists of discounted hourly rates and a significant percent of the recovery, are considered the most useful, although individual negotiation is recommended so that the client is satisfied at the outset.

Jack Zinda is an Austin business lawyer with Heselmeyer Zinda, PLLC. To learn more about Austin business attorney Jack Zinda visit Texasbusinessattorneys.net.

Secrets of Mediation and Arbitration

According to Austin-based business lawyer Jack Zinda, of the law firm Heselmeyer Zinda, PLLC, two of the most productive tools for resolving legal disputes are mediation and arbitration.

Mediation is typically negotiation facilitated by a mutual and unbiased third party. Arbitration is a binding resolution process that resembles the results achieved in a courtroom at trial – but with far fewer technicalities and legal niceties entailed. “These are my tools for resolving legal disputes,” explains attorney Jack Zinda of the law firm Heselmeyer Zinda, PLLC, “Without them, resolving many legal disputes would be much more time consuming and expensive.”

Mediation is very different from arbitration, however. “Sometimes the parties are unwilling or unable to resolve a dispute,” Zinda says, “and that’s when mediation can make a real difference.” It’s most often short-term, structured, and task-oriented. “It’s a hands-on process,” according to Zinda. The contentious parties work with a third party, someone as unbiased as possible, who is referred to as a mediator – in an effort to resolve their disputes. It’s up to the mediator to supervise and moderate how and what information is exchanged between the contentious parties so that a genuine bargaining process begins to emerge. “The mediator is adept at discovering common ground that may exist and deal with unrealistic expectations as they arise,” says Zinda, “He’s also likely to introduce creative solutions and assist in the final drafting of a settlement that everyone can live with.”

Arbitration is a much more formal alternative to litigation. Contentious parties are also presenting their case to a neutral third party, but this time the arbitrator renders a decision in the manner of a judge. “Arbitration is generally considered more efficient than litigation because it’s quicker, cheaper, and provides more flexibility,” Zinda notes, “Typically the contentious parties get to choose their arbitrator and exert at least a measure of control over some aspects of the arbitration procedure.” Arbitrators are likely to possess more expertise and specific knowledge of a relevant subject area than mediators – or even judges. Evidentiary rules are not applicable and discovery and cross-examination opportunities are limited, however.

“The best thing about arbitration is that it’s voluntary,” Zinda concludes, “and mediation is always discretionary. In litigation, contentious parties are obliged to take their chances.”

To learn more about Austin business attorney Jack Zinda visit Texasbusinessattorneys.net.

When Business Partners Disagree

Austin-based business lawyer Jack Zinda of the law firm Heselmeyer Zinda, PLLC offers some cogent advice for resolving partnership disputes.

Disagreements between business partners are often difficult to resolve. Many issues can emerge as conflicts. Contracts can be breached, business opportunities can be usurped, trade secrets can be stolen, or funds can be embezzled – with or without impunity. Resolving such conflicts can be time consuming, emotionally draining, and well, they cause stress or worse.

“It happens all too frequently,” says Austin-based business lawyer Jack Zinda of the law firm Heselmeyer Zinda, PLLC, “even the best intentioned business partners often find themselves disagreeing for a multitude of reasons.” Such disputes could arise from a failure to honor fiduciary duties, a failure to fulfill contractual obligations put forth in a partnership agreement, operating agreement or other business contract, trade libel, disparagement of goods or services, disputes among LLC members or perhaps by engaging in clandestine business dealings which don’t happen to coincide with the best interests of the company. “These disputes need to be resolved in an expedient manner. Sometimes an issue that’s arisen can be resolved internally, but most often they require legal help,” Zinda asserts.

If the dispute can’t be resolved internally, other options may surface, including the dreaded one – litigation. Owners of close-knit companies and small businesses will generally want their conflicts resolved as amicably as possible, so that they can return to servicing their customers. Negotiation, mediation, and arbitration are the best ways to avoid litigation. Through these conciliatory routes it’s often possible to arrive at a resolution made, if not in heaven, than in a netherworld that makes sense to all concerned. “When a dispute occurs, the business that you have worked to build and maintain can suddenly be placed in jeopardy,” Zinda explains, “Our goal is to truncate a crisis before it becomes a full-scale crisis.” Through alternative dispute-resolution procedures such as negotiation, mediation, and arbitration, it’s often possible to arrive at solutions that address a business partner’s integrity issues or decision-making authority while still preserving the infrastructure of your enterprise. “What you don’t want to do is throw your firm’s functioning ability out with the nasty bath water that’s been pooling in the office as a consequence of antagonism.”

To learn more about Austin business attorney Jack Zinda visit Texasbusinessattorneys.net.

Business Basics

A certain degree of motivation and talent are required for starting and managing a business – any business. But if certain mistakes are made during the start-up phase, they can be difficult or impossible to erase.

When considering opening a business, you first need to explore and evaluate your personal and business goals. Why are you opening a business? A plan is needed to help obtain your personal and business goals. While developing a plan you’ll be forced to think through important issues that otherwise may have gone unconsidered. This plan will become an invaluable tool as you set out on the adventure of business start-up.

Entrepreneurs open businesses for many reasons. Perhaps the opportunity to gain financial independence through the full utilization of your expertise acquired through an active life intrigues you. Freedom of creativity is another perk of self-management. Some types of business can be run quite successfully from your home, which is a plus for parenting and juggling the omnipresent demands found in at-home settings.

Once a plan of action has been decided upon, a choice must be made. What business would be right for you? Begin with the knowledge and skills acquired from previous work experiences or possibly hobbies or interests at which you have excelled.

After the initial start-up of your plan, it’s usually prudent to identify the niche that your business would fill. When deciding what products or services to offer, keep in mind that competition will exist no matter what your specialty area happens to be. The goal is to offer an advantage the competition doesn’t have.

Other considerations are issues such as legal coverage, insurance, how you will maintain business records, and the equipment necessary for your business to run. It’s also an excellent idea to follow the famous maxim used in the real estate industry: location, location, location. The name that you select for your business is also important. Choose something that makes sense and doesn’t rhyme with “stooges.”

Once you’ve developed a focused, well-researched plan for your business, it will serve as a blueprint for future business operations, management and capitalization. After you have completed your business plan, be sure to review it with a business attorney or else run it by someone who is knowledgeable about YOUR daily business operation. This careful attention to detail will help to ensure success.

Jack Zinda is an Austin business lawyer with Heselmeyer Zinda, PLLC. To learn more about Austin business attorney Jack Zinda visit Texasbusinessattorneys.net.