Brokers, Finders and Investors: How to Resolve Your Commission Dispute Quickly

Commission disputes can involve significant sums of money - tens or hundreds of thousands, even millions, of dollars.  And legal fees for lengthy court actions and trials can cost exponentially more.  But it doesn't have to be that way. It is possible to resolve the dispute quicker than going to court.

We handle litigation as well as transactions.  Whether you're a broker, a finder, or an investor dealing with a broker or finder, it is not uncommon to end up in a dispute over the commission.  We have helped brokers, finders and investors resolve their commission disputes quickly, through mediation and negotiation.  Does that mean we can solve your commission dispute without going to trial?  Not necessarily.  Every dispute is different.  But read just a few of our success stories:

These testimonials or endorsements do not constitute a guarantee, warranty, or prediction regarding the outcome of your legal matter.

We represented a foreign investor in a six-figure commission dispute involving a San Francisco home. Read her story in her own words:

"My husband and I are overseas investors.  We were trying to buy a house in SF.  But when our real estate broker threatened to sue us unless we paid a six-figure commission he had not earned, we were shocked, outraged, confused and frankly and intimidated.  Adding to our frustration, we live in Asia and were being forced to deal with this potential lawsuit via long distance phone calls and emails. 

Fortunately, we found Jeff. He listened to our story, read the documents and quickly understood not only our case but its strengths and weaknesses.   He explained those strengths and weaknesses to us clearly so that we understood them.  His belief in us and the strength of our case, and the fact that he was as passionate as we were about the injustice of the broker's claim and about our chances of winning , immediately gave us comfort and made us truly feel we were a team.  

We found Jeff and Phil to be extremely thorough and creative problem-solvers every step of the way.  We always felt that they had our best interests at heart and were very pragmatic and business-minded about the entire dispute resolution process .  We really felt they were more focused on our ultimate bottom line and not their own.  Jeff and Phil quickly settled the case through mediation (when we were able to compare the quality of Jeff and Phil's mediation brief with the broker's lawyer's brief, there was no comparison; our brief was vastly superior) in a matter of hours, guiding us every step of the way , saving us significant time, expense, distraction and emotional drain of full-blown litigation, and we are extremely pleased with the outcome.

Would I use Jeff and Phil for our next property deal? ABSOLUTELY! In fact , I would not buy, sell, nor rent any property in the U.S. without having an effective and thorough law firm like Lerman Law Partners look through the contracts first.  Having a good lawyer in the high risk real estate market gives the investor considerable peace of mind.  

Ning Lim

Hong Kong" (emphasis added) 

In another matter, we helped a finder (a finder is somebody who is not a licensed broker, but who plays a role in "finding" an investment opportunity for their client) get paid his commission.  Our client found a multifamily investment opportunity for a buyer who refused to pay the agreed commission.  Through our direct negotiations with the buyer, we were able to quickly obtain an outcome that exceeded our client's expectations, as he stated in the following testimonial: 

"Phil Diamond and Jeff Lerman did a truly outstanding job representing me in a recent commercial real estate dispute.  They took the necessary time to make sure they thoroughly understood my particular situation, then demonstrated initiative in advancing the case that was far above and beyond my expectations.  Throughout, I felt that I was in the good hands of attorneys who were assiduously looking out for my interests.  The final result was a successful and satisfactory resolution of the case.  I could not have asked for a better law firm to handle the case, and I would like to give special thanks to Phil Diamond for his outstanding work on my behalf.  I wholeheartedly, and without any reservation, recommend Lerman Law Partners."

Ted S.

Finally, we also represented a broker who was owed a substantial commission from a developer.  The developer refused to pay for reasons which were bogus.  Because we believed strongly in the broker's case, we accepted it on a hybrid contingency basis (where after the intial phase, when the client paid our fee, we converted to a contingency).  We managed to resolve the dispute through mediation, during which we were able to obtain a substantial award for our client.

Bottom line: No matter if you're a broker, finder or property owner, if you have a commission dispute, we can help .  Please call or e-mail me (jeff@lermanlaw.com) for a complimentary consult regarding your dispute.  

What Every Homeowner Must Know About FSBOs (For Sale by Owner)

If you are a homeowner thinking of selling your home or rental home without a broker, read this.  

Although most of our clients hire us to help them with their commercial real estate transactions and disputes, we also help clients with their residential real estate.  Many homeowners choose to sell their home without a broker.  They do that for a variety of reasons.  Perhaps the most common reasons are that they are selling to a tenant, relative or friend.  Regardless, our office receives many calls asking for our assistance to help guide these homeowners through what can be an intimidating process.

The homeowner may not know which contract to use, or where to get it.  They may be confused by how to complete the contract correctly.  They do not know which California state disclosure forms are mandatory, or where to get them, or how to complete them to avoid disputes.  Most of the post-closing lawsuits that arise from home sales could have been avoided if the contract and/or disclosure forms were prepared correctly.

We can help.

We provide a flat fee FSBO package to help seller and/or buyer get through a FSBO in compliance with California law.  We work with a transaction coordinator and together we make sure all contracts, disclosures and forms are completed properly and to reflect the parties' intentions.  We answer all questions.  We prepare a timetable of key dates and deadlines for our client(s) so they understand what is supposed to happen when.

Read what one of our recent clients had to say about her and her husband's experience with us:
"We used Jeff and his associates to complete a real estate purchase where a realtor was not required.  The process was smooth and professional...[N]othing went wrong, and no one manufactured unnecessary work to be done or paid for.  Very satisfied."
Vanessa Calder (5 stars)

If you would like to know more about this service, please do not hesitate to call our office (415.454.0455) or e-mail jeff@lermanlaw.com.

Listen: How to Avoid a Lawsuit with your Partner

Perhaps the single most important lesson I teach investors is how they can avoid disputes and lawsuits with their partners.  Why?  Because the time, money and effort consumed by litigating partner disputes can be so significant.  Having litigated a number of those partner disputes, I can tell you that virtually every one could have been avoided if the partners had known what to do from the beginning of that "business marriage".   

I was interviewed on this topic recently by Whitney Sewell of The Real Estate Syndication Show where I explained what every investor must know to minimize the risk of partner disputes. Just click here and you can watch the complimentary, on-demand video on your computer or phone, or listen while you drive, or download the transcript.  Whichever method you choose, this is critical information for every investor.

Key Points You will Learn in This Podcast:

• Active versus passive; the difference between a joint venture and a syndication.
• Why a joint venture is simpler and costs a fraction of the legal fees that a syndication does.
• The importance of setting up a personal database of potential joint venture partners.
• The types of documents you’ll need to use when setting up a JV with your partners.
• The problems a JV can solve and the benefits it can bring beyond the need for money.
• Five crucial things to discuss with your joint venture partner to reach the best terms.
• Discover how a TIC agreement can give you maximum flexibility within a joint venture.
• Discover the biggest cause of partner disputes and why it all comes down to expectations.
• How to avoid the risk of partner disputes by having tough conversations from the start.
• Cash calls, exit strategies, and litigation; other key points to address with your JV partner

If you are entering a partnership or joint venture of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future disputes and/or adequately protect you in the event of a future disagreement, call (415-454-0455 x234) or e-mail (jeff@lermanlaw.com) to learn about our special "Partnership Agreement Audit" offer.

Jeff Interviewed on The Real Estate Syndication Show about Joint Ventures-What Every Investor Must Know in 30 Minutes (Transcript Download Available)

I was interviewed by Whitney Sewell of The Real Estate Syndication Show on the topic of "Joint Ventures: The Cheapest, Easiest, Fastest and Safest Alternative to Syndication".  Click here to access that on-demand podcast interview now.  Here is the description of the show and what you will learn: 

A lot of us talk about joint ventures or “JV’s” and often assume that we, and the people around us, understand what they are and how they function. In this episode, Jeff explains what joint ventures really are, and why he believes they are the cheapest, easiest, fastest, and safest alternative to syndication. Often times the terms joint venture, partnership, and syndication get thrown around interchangeably, and in this conversation, Jeff clearly defines each of these terms, explains the key differences between them, highlights the pitfalls of syndication, as well as the incredible benefits of a joint venture. By the end of this episode, you’ll have a clearer understanding and greater insight into joint ventures to better equip you in your future decisions.

Key Points from This Episode:

• Discover why it’s important for investors to understand what is really meant by a joint venture.

• Find out why a joint venture is the cheapest, easiest, fastest, and safest option for investors.

• The downsides of syndication and how a joint venture might counter-act them.

• The biggest challenge with syndication is waiting for what you need from the client.

• Discover the key differences between a syndication and a joint venture.

• How a joint venture, done right, means you won’t have to worry about securities laws.

• Learn when it would be the best time for you to choose a syndication over a joint venture.

• Engagement and sophistication: Two things that make a joint venture truly possible.

• Size doesn’t matter: Tips for doing a joint venture on large commercial projects.

• Setting up future deal flows by investing in your relationship with the right JV partner.

• Discover how many people should typically be involved in a JV: Is there a limit?

• The crucial importance of documentation when it comes to any joint venture.

You can watch the video on your computer or phone, or listen while you drive, or download the transcript.  Whichever method you choose, this is critical information for every investor.

If you are entering a partner or joint venture relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

Jeff Interviewed by MultiFamily Investing Academy About Joint Ventures and Syndication--Listen Now

I was interviewed by Charlie Dobens of MultiFamily Investing Academy on the topic of joint ventures and syndication.  Listen to this interview and you will learn essential information that every investor MUST understand about JVs and why, in my opinion, they are the cheapest, easiest, fastest and safest alernative to syndication when it comes to building your portfolio using other people's money.  

Click here to listen now.

If you are entering a partner or joint venture relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 11

Welcome to Part 11 in our 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  If you missed Parts 1-10, click here to get to our Real Estate Investor bLAWg where you can find those and many other informative blog posts.  The eleventh warning sign is ...

#11:  No "Glue"

When I say “glue”, I’m referring to something that’s strong enough to hold your partnership together.  For example, if one of you brings most of the money to the deal and the other is the person who does more of the work (the “sweat equity” partner), that’s the glue that holds you together—you each bring something that the other needs to make the deal successful.  If each partner’s expectations have been properly and accurately managed and if, during the partnership term, each partner meets or exceeds those expectations, the “glue” should “hold” the partnership together.  However, if at any point during the partnership one partner believes, rightly or wrongly, that they do not need the other partner, the partnership may be on thin ice. It is rarely too late to add glue to the relationship.  Evaluate what you have provided and continue to offer.  

Solution: Be a great partner.  Blow your partner away with the value you bring to the table, and that should provide the “glue” to keep your partnership on solid ground. 

If you are entering a partner or joint venture relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 10

Welcome to Part 10 in our 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  If you missed Parts 1-9, click here to get to our Real Estate Investor bLAWg where you can find those and many other informative blog posts.  The tenth warning sign is ...

#10:  Sloppy books and records

If your partnership keeps sloppy books and records (non-contemporaneous entries, lack of entries altogether, failure to properly characterize and document additional cash provided by one or both of the partners for the benefit of the partnership, commingling of funds, etc.), there is an excellent chance that when it comes time to settle up and pay out profits (or require more money in the form of cash calls), there will be a vigorous dispute over who is entitled to what. 

Example: We had a developer client who was in a joint venture with another developer for a number of years and several development projects.  Over that period of time, the joint venture needed money beyond the partners’ initial capital contribution.  Our client had enough money to address the joint venture’s need; his partner did not.  Our client provided substantial additional funds to the joint venture over many years, but failed to characterize his additional contributions as additional capital contribution.  A dispute arose as to whether our client’s additional funds should be treated as additional capital contributions or a loan to the joint venture.  Treating them as additional capital contributions would mean our client would be entitled to a greater percent of the profits; if treated as a loan, the partners’ profit shares would not change.  The difference between those two methods of characterizing our client's additional funds amounted to a seven-figure dispute.  This dispute ended up going to trial and, while our client was happy with the outcome, the expense of going to trial, not to mention the time and aggravation, was significant and could have been avoided had the client had a better operating agreement (the defective operating agreement our client used was drafted by another lawyer, not by us; our operating agreement always addresses and documents how additional partner funding is handled and characterized and, therefore, would have avoided any dispute on this point) and/or had kept more accurate books and records.  

Solution: Do whatever it takes to nip this problem in the bud now.  Clean up your books and records immediately.

If you are entering a partner or joint venture relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 9

Welcome to Part 9 in our 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  If you missed Parts 1-8, click here to get to our Real Estate Investor bLAWg where you can find those and many other informative blog posts.  The ninth warning sign is ...

#9:  Partner has past track record of being litigious

You should perform “due diligence” on your prospective partner just like you do due diligence on your investments.  One of the things you must investigate is how many times they have been a party to lawsuits.  The results can sometimes be shocking.  A friend who I had not seen for a long time wanted me to partner with him on a deal.  I met him for lunch, told him that I always do a litigation check on all my potential partners and, since I had seen him for years, I asked if he had been involved in any lawsuits.  He replied “No, other than the usual landlord-tenant minor matters.”  When I got back to my office, I did a 5-minute online search of his county’s court database and discovered that he had had been involved in 69 lawsuits!  And that was just in one county!  I called him and said that while I appreciated our friendship, I could never be in a partnership with anybody who had been sued so many times and felt so comfortable suing others to resolve a dispute.  Out of curiosity, I re-checked his county’s court database a couple of years later and saw that the number of lawsuits to which he was a party had increased to over 100!  Glad I passed.  Anybody who finds themselves in court frequently should not be high on your list of potential partner candidates…I don’t care how much you like them.  Whenever a client tells us they are thinking about partnering with an individual, I always do the same litigation check for them to determine their litigation history AND we always include a written representation and warranty from the partners identifying all litigation they have been involved with.  There are a lot of risks in real estate that you cannot predict or protect yourself from, but getting into a partnership with a litigious partner is not one of them.  Forewarned is forearmed.

If you are entering a partner  or joint venture relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future  disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with Your Partner-Part 8

Welcome to Part 8 in a 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  The eighth warning sign is ...

#8: Not using lawyer or using inexperienced lawyer to handle documentation of deal

In addition to creating the partnership agreement, we litigate partner disputes.  All too often, the partner disputes we see in our office arise as a direct result of poorly drafted partnership agreements (remember, when I say “partnership agreements”, I am also including limited liability operating agreements and corporate partnerships).  Those defective agreements were usually drafted by non-lawyer clients (often by pulling some form off the internet without having any idea how good that form is or whether it adequately addressed their unique partnership terms and conditions, concerns, needs, objectives, and fears) who were trying to save a buck (on transactions involving millions of dollars no less!) or by lawyers who were “dabbling” outside their core area of expertise.  One lawsuit we litigated involved this exact situation; the legal fees far eclipsed whatever money that client may have “saved” by not having an experienced lawyer prepare their agreement. Solution:  Always, always, always hire a competent lawyer to draft these important documents.  The investment will pay for itself many times over in the savings you will hopefully realize in not having to pay a litigator later to prosecute or defend against a lawsuit.

If you are entering a partner  or joint venture relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future  disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with Your Partner-Part 7

Welcome to Part 7 in a 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  If you missed Parts 1-6, click here to get to our Real Estate Investor bLAWg where you can find those and any many other informative blog posts. The seventh warning sign is …

#7:  Previous bad track record of partner
If your partner has a bad track record (failed businesses, failed partnerships), that is a warning sign that they will continue in the same path.  Sure, people can change.  But if you are playing the odds, the odds are that the more past bad experiences your potential partner has had, the more likely it is that those bad experiences had something to do with your potential partner as opposed to being just consistent “bad luck”, and the more likely the bad experience will repeat itself in some way, shape or form in your dealings with that partner.  So, before you enter into a partnership with somebody, exchange your written track records detailing all past deals, including a list of all deals and partnerships that did not end well and why.  For our clients, we include important language stating that each partner represents and warrants the truth, accuracy and completeness of those written track records because, if it turns out your partner misrepresented that information, it may lay the groundwork for you to claim “fraud in the inducement” and give you certain remedies.  If you are already “in bed” with your partner and you do not know his/her track record, it is not too late.  Ask.  If you do not like what you hear, do your best to mitigate whatever risk you learn about based on their prior history on a going-forward basis.  We can make further suggestions to assist on this if you like.
If you are entering a partner relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future  disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  Our clients appreciate the fact that we are investors as well as lawyers and use our business and investing experience to craft more practical, creative and effective solutions. For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with Your Partner-Part 6

Welcome to Part 6 in a 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  If you missed Parts 1-5, click here to get to our Real Estate Investor bLAWg where you can find those and any many other informative blog posts.  The sixth warning sign is ...

#6: No tie-breaker mechanism

If your venture is made up of just two partners and you each have a 50% vote on all issues, big and small, there is the potential of deadlock.  What happens if you just cannot agree?  On a minor issue, you might be able to avoid a serious dispute.  The bigger the issue, the more likely it is that you will end up in a lawsuit.  Solution: Try to agree that one of you ultimately has control on "major" decisions (like when to sell, what price to accept on a sale, when to refi, the amount of the refi, and other "big" decisions; when we work with our clients, we identify all the "big" decisions that are common to most partnerships plus we determine what additional "big" decisions may be unique to their particular business).  Usually, that "major" decision-maker is the person who has the most hard dollars in the deal. If that is not possible, consider agreeing upon a neutral third party at the beginning of the venture, when you are drafting the agreement, to be the tie-breaker vote and make that vote binding.  Regardless of how you resolve this dispute, you should ALWAYS include a mandatory mediation clause in your agreement from the very beginning.  

If you are entering a partner relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future  disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 5

Welcome to Part 5 in a 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  If you missed Parts 1-4, click here to get to our Real Estate Investor bLAWg where you can find those and any many other informative blog posts.  The fifth warning sign is ...

#5:  Your written agreement does not address cash calls

All too often, written agreements fail to address this sensitive issue: What happens if, despite your best-laid plans and projections, your venture ends up needing more money than you planned and originally contributed to capitalize your deal? Perhaps the venturers do not want to consider this possibility up front, when they are drafting their agreement.  Or their lawyer failed to include a provision addressing this.  Regardless, even though the topic of cash calls is one of the most difficult to discuss, that is exactly why you must get out of your comfort zone and deal with it before the unexpected circumstances of the deal require you to confront and deal with the lack of adequate funds to continue with your venture.  Regardless of when you deal with it, whatever you decide is the best way to handle an unexpected shortfall in funds should be documented. If your agreement does not address this, then when storm clouds start to form over your venture, you are headed for a tough discussion with your partner that could result in a lawsuit.  It may not be too late.  Sit down with your partner right now and have the discussion you should have had when you first got together…and document it!  There are many different sub-issues that must be part of your cash call discussion including, but not limited to, do you put a cap on the maximum cash call, if so then how much is that cap, who decides if a cash call is required, how long should the parties have to come up with their pro rata share, if one of the partners cannot come up with their share, what should happen then, and many others.

If you are entering a partner relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future  disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 4

Welcome to Part 4 in a 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with Your Partner".  If you missed Parts 1-3, click here to get to our Real Estate Investor bLAWg where you can find those and any many other informative blog posts.  The fourth warning sign is short, but just as important as the others...

#4: Your written agreement is without a clear definition of who’s contributing what

OK, so you’re feeling good that you already have a written agreement with your partner.  The problem is that if the agreement does not adequately address key points, such as who is contributing what to the joint venture in terms of time, money, property or effort, then that void creates a fertile ground for future disagreement. What are the odds that your agreement is missing such key items?  Unfortunately, it happens all the time.  Solution: amend your agreement with a competent lawyer (consider using a different lawyer than the one who drafted up your defective agreement in the first place) ASAP!

If you are entering a partner relationship of any kind, whether it is an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  If you're not sure if your agreement is properly drafted to minimize your risks of future dispute and/or to adequately protect you in the event of a future  disagreement, call or e-mail us to learn about our special "Partnership Agreement Audit" offer.  For more information, call Jeff Lerman at 415-454-0455 x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 3

Welcome to Part 3 in a 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with your Partner". The third warning sign is...

#3: No Written Agreement

Many of the partner disputes we have handled could have been completely avoided if the partners had a better written agreement from the beginning. A shocking number of joint ventures are done with no more than a handshake or a defective written instrument (everything from, literally, the back of a napkin to some form they pulled off the internet or a document prepared by a lawyer who dabbles in partnership agreements, but has limited experience and expertise). Relying solely on the "handshake agreement", is extremely risky. It is virtually impossible for two or more people to embark on a business joint venture with any level of confidence that they: (a) covered all the points that need to be addressed during the lifecycle of that venture; (b) covered those points in the necessary level of detail to avoid future misunderstandings, different recollections of what was agreed and disputes, and; (c) will recall what they agreed exactly the same way when they need to remind each other of that agreement when it matters most—when there’s a disagreement. Even if they could do ALL of those things, good luck proving your oral agreement in a court of law.

If you have a defective written agreement, odds are you would not realize that until it's too late, because you're too far in to the joint venture and the partners have different concerns, ideas and preferences by that point in time. In that scenario, even though you may have a written document (napkin, internet form, agreement drafted by somebody with insufficient expertise), it's effective the same as having no written agreement since you have not documented your understanding adequately to address the issue that has given rise to a dispute. Therefore, if you have no written agreement or a defective written agreement, that is another major warning sign that you are walking through a minefield blindfolded, headed for disaster.

What's the solution? Hire a competent lawyer and get your agreement in writing from the beginning. If you are in a partnership without a written agreement and a document that you are concerned may be defective, it may not be too late...contact an experienced attorney and have them draft a written agreement or do a review of your current document!

If you are entering a partner relationship of any kind, whether it is in an LLC, corporation, general or limited partnership, call us. We can set it up to minimize the risk of future disputes. If you are having challenges with a current partner, call us. We may be able to help you resolve your dispute and avoid a lawsuit. If litigation with your partner is inevitable, we can handle that as well. For more information, call Jeff Lerman at 415-454-0455, x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 2

Welcome to Part 2 in a 12-part series entitled "12 Warning Signs You're Headed for a Lawsuit with your Partner".  If you missed Part 1, where I discussed what I believe is the #1 warning sign you're headed for a lawsuit with your partner (indeed, it may also signal your last opportunity to avoid a lawsuit before your partner files a complaint!), click here to read that.

Ready for warning sign #2?

#2: Lack of Money--When money gets tight, partners fight

It is not unusual to have one partner who has less financial resources than the other.  However, when partners come together with the expectation and/or agreement that they will each contribute certain amounts of money up front and more later, if the situation warrants it, it is not uncommon for the financially weaker partner to come up short.  In fact, that is one of the most common disputes between partners.   So, if you are in a joint venture with one or more partners who are tapped out, that is a huge warning sign that you are headed for a serious discussion if and when the joint venture needs more money to stay in business.  What can you do?  

If your partnership agreement includes language addressing this issue, start by reviewing that language.  When we draft partnership agreements, we specifically include language that addresses this situation and provides detailed pre-agreed solutions to mitigate the risk of future disputes.  

Whether or not your partnership agreement includes such language, bring up the topic as soon as possible in a calm, business-like manner.  Discuss options to deal with “our problem”, including a possible re-adjustment of profit/loss interests.  However you decide to resolve this issue, make sure you work with an experienced lawyer to document your agreement.

If you are entering a partner relationship of any kind, whether it is in an LLC, corporation, general or limited partnership, call us.  We can set it up to minimize the risk of future disputes.  If you are having challenges with a current partner, call us.  We may be able to help you resolve your dispute and avoid a lawsuit.  If litigation with your partner is inevitable, we can handle that as well.  For more information, call Jeff Lerman at 415-454-0455, x234 or e-mail him at jeff@lermanlaw.com.

12 Warning Signs You're Headed for a Lawsuit with your Partner-Part 1

So many of our clients do business with one or more partners.  We set up partnership agreements and we handle partner disputes (and, to my knowledge, we have never had a partnership that we set up end up in a dispute or litigation). 

Litigation is expensive and partner dispute litigation can potentially be one of the most expensive types of litigation (not only because of the potential legal fees, but the consultants and expert witnesses who are frequently required as part of the litigation process).  So, if you are in a business partnership, you owe it yourself and your family to manage your relationship with your partner(s) to minimize the risk of future dispute. 

In virtually every partner dispute we have litigated, the warning signs were there before the complaint was filed.  Often, they were there when the partnership was first set up.  So, to help you stay out of court and avoid disputes, we are offering this series of 12 blog posts to alert you to the 12 Warning Signs You're Headed for a Lawsuit with your Partner.


INTRODUCTION

Joint ventures or partnerships--the coming together of two or more parties for a common purpose--can be one of the most powerful ways to do business. When done correctly, joint ventures can help all involved achieve more than they could do by themselves, do business more safely by diversifying their risk, grow their business, save time, connect with like-minded individuals, have more fun, hold each other accountable (in a positive sense), and ultimately make more profits for all. However, whenever two or more people do business together and money is involved, there is the potential for disagreement, disputes and disaster.

This is the first of 12 warning signs (derived from the author's decades of experience handling real estate partnership formations and disputes and discussions with other real estate lawyers and investors) that you may be headed for a lawsuit with your joint venture partner. If you encounter one of these, it does not mean you will definitely end up in litigation with your partner. It is a "warning" that you should heed and try to take immediate action to deal with it. If you are already in a lawsuit with your partner, consider the following as a checklist to use when forming your next joint venture to minimize the chance you will end up in a dispute with that partner.

#1: Communication Breakdown

A joint venture or partnership is a business marriage. And, just as in marriage, good communication is probably the single most important requirement to maintain a healthy business relationship. If your partner "goes dark" on you, if they stop answering your phone calls or e-mails, or if you start noticing a different tone in their voice, those can all be signs that your joint venture is in trouble. I had a client once who called me one day and was extremely concerned and furious because he arrived at his office that morning only to discover that the locks had been changed and he couldn't get into his own office! When I asked him if he knew what happened, he replied that when he called his business partner to find out if he knew what was going on, his partner told him "I've been trying to talk to you for weeks about our problems and you keep ignoring me. This is what I had to do to get your attention!" Don't let your relationship degrade to such a severe breaking point. If your communication with your business partner starts to deteriorate, that is the #1 sign your relationship is in trouble. Take the initiative ASAP and start a candid, non-confrontational conversation with your partner to ask how they are doing and whether there is anything going on with your partnership that has been troubling them. Then, LISTEN!

Check back tomorrow for Part 2

If you are entering a partner relationship of any kind, call us.  We can help you set it up to minimize the risk of future disputes.  If you are having troubles with a current partner, call us.  We can help. For more information about this topic, contact Jeff Lerman at 415-454-0455 x234 or jeff@lermanlaw.com.

Critical Estate Planning for Frequent Flyer Miles

A client recently asked me, “What happens to my frequent flyer miles when I die?”  With so many credit card companies giving up to 100,000 bonus miles just for opening the credit card account and charging on the card (yes, that’s true!), and then giving away additional miles for every dollar charged, people are accumulating tens of thousands of dollars of frequent flyer miles.  As the Points Guy says, “We certainly don’t want to think about that day when we’ll go the way of the Concorde and L-1011 TriStar, but it’s even harder to think about a considerable stash of loyalty assets going to waste because you didn’t prepare.” 

Here’s what you need to do to prepare:

1.       If you’re not accumulating mileage points, you’re missing a huge opportunity.  For a great guide on the best credit cards, check out https://thepointsguy.com/

2.       Be sure to have a way to track your mileage points, making sure that the beneficiaries of your estate have access to all log in information so that upon your death, they can log into your account and access your miles.  I started using AwardWallet and my husband has access to the AwardWallet account so that upon my death, he can access all the miles.

3.       Every airline has different policies about what happens to miles upon death.  Some airlines, like Delta, do not transfer mileage programs upon a death and others have a procedure for doing so. Click https://thepointsguy.com/guide/points-and-miles-after-you-die/ to understand the policies of each airlines and the best steps to make sure your loved ones benefit from the loyalty programs after your die.

The bottom line: With proper planning, your loved ones can use your frequent flyer miles after you die.  Be sure to do your planning so that you Create Your Best Legacy! 

The new Tax Act changes estate planning drastically so be sure to have your estate plan updated.  For the next 2 weeks, we are offering complimentary estate planning consultations. Click here to set up a consultation appointment.

PS We will soon be releasing our 2018 edition of Create Your Best Legacy. 

Michelle C. Lerman

Certified Specialist Estate Planning, Trust & Probate Law* 

Click here to Create Your Best Legacy.

Tel: (310) 295-1951 / (415) 454-0455

Cell: (415) 308-3640

Website: www.myestateplancenter.com

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TERMINALLY ILL? YOU DON’T NEED TO MOVE TO OREGON TO GET LIFE-ENDING DRUGS

Before January 1, 2016, terminally ill patients in California needed to move to a state like Oregon to obtain a prescription to end their suffering and die with dignity. Now, an historic new California law, the End of Life Option Act, allows physicians to provide life-ending prescriptions, referred to as “aid-in-dying drugs,” to certain patients diagnosed with a terminal illness. 

The Act has strict requirements and guidelines. The patient must be at least 18 and have an incurable and irreversible disease that has been medically confirmed and will, within reasonable medical judgment, result in death within six months. The patient also must be able to understand the nature and consequences of the health care decision -- its significant benefits, risks, and alternatives -- and must be able to make and communicate an informed decision to health care providers. 

The Act also requires specific information to be documented in the patient’s medical record, including, among other things, all oral and written requests for an aid-in-dying drug. The Act requires that the patient submit two oral requests, at least 15 days apart, along with a written request with witnesses, to the attending physician.

Those fearing that the Act would enable insurance companies to push the end-of-life option will be relieved. The Act prohibits an insurance carrier from communicating to a patient about the availability of an aid-in-dying drug unless the patient or the attending physician requests the information; the insurance carrier cannot communicate the denial of treatment or information as to the availability of aid-in-dying drug coverage.  

Treating physicians have strict reporting requirements, which include providing specified forms and information to the State Department of Public Health after writing a prescription for an aid-in-dying drug and after the death of a patient who requested such a drug. For the next 10 years, at which time the Act expires, patients who are able to make an “affirmative, conscious, and physical act of administering and ingesting the aid-in-dying drug” will have the option of obtaining a life-ending drug, and more control over the manner of their death.

So If you or a loved one is facing a terminal condition, explore California’s new law and its expanded end-of-life options. For more information about this topic, contact me. Michelle Lerman, michelle@lermanlaw.com, 415 308-3640.