Corporate & Commercial

RSS Link

When a supplier pulls the plug on a distribution relationship, it doesn’t just hit the bottom line for the supplier’s products. Often, there’s a ripple effect—other brands in the distributor’s portfolio may take a hit, too. That’s where the concept of convoyed damages comes into play. But as the court’s recent ruling in American Northwest Distributors Inc. v. Four Roses Distillery LLC reminds us, proving those damages is no small feat.

What Are Convoyed Damages?

In the Four Roses case, the distributor, American Northwest Distributors (ANW), argued that losing Four Roses bourbon caused its customers to buy fewer of ANW’s…
Continue Reading Convoyed Damages and Consequential Losses For Distributors In Suits Against Suppliers: Lessons from American Northwest Distributors v. Four Roses

A recent court settlement disrupted the prior practice of residential real estate brokers automatically splitting the seller’s commission with the cooperating or buyer’s broker. As a result, residential real estate buyers need to negotiate a fee with the broker that assists them in finding a home and will be asked to sign an agreement with the broker before they assist you. The contract will identify who will pay and how much will be paid to the buyer’s broker. Buyers should require their broker negotiate a commission split with the listing or seller’s broker, eliminating a direct payment from the buyer…
Continue Reading Residential Buyer’s Broker

In its recent decision in Cavalier Distributing Co., Inc. v. Lime Ventures, Inc. (link to opinion), the Sixth Circuit Court of Appeals affirmed a ruling denying an injunction to a beer wholesaler after a successor importer failed to sell brands to the distributor that it had bought from a prior importer and did so based on logic and reasoning that effectively impinges on the brand value created by distributors and the fundamental franchise protections for alcohol distributors under Ohio law. The court’s analysis failed to account for critical statutory provisions, undermining the Ohio Alcoholic Beverage Franchise Act’s (OABFA) purpose of…
Continue Reading The Sixth Circuit Misses the Mark in Cavalier v. Lime Ventures – Failing to Protect the Value Distributors Create in Brands

Navigating the legal labyrinth of alcohol franchise laws requires precision, as highlighted in DET Beverages v. Willett Distillery, where procedural missteps led to a court dismissal. This case provides a critical lens into Tennessee’s franchise laws, particularly regarding the transfer of distributor rights.

The Crux of the DisputeDET Distributing had exclusive rights to distribute Willett’s sought-after bourbon brands in Middle Tennessee. When DET sold its assets to DET Beverages (DBLLC), it sought Willett’s consent for the transfer of distribution rights. Willett, however, declined, expressing a preference for a distributor with specialized experience. DET claimed Willett’s refusal violated Tennessee’s franchise laws,…
Continue Reading Crafting Clarity in Alcohol Franchise Transfers: Lessons from DET Beverages v. Willett Distillery

https-www-businessattorneychicago-com-files-2024-11-1-condition-300x251-png

Conditional Gifts?
A recent decision by the Massachusetts Supreme Judicial Court has sparked interest across legal circles.  In a case centered around a $70,000 engagement ring, the court ruled that an engagement ring must be returned to the purchaser if the marriage does not take place, regardless of who may have been at fault. This ruling aligns Massachusetts with the majority of jurisdictions, where an engagement ring is considered a conditional gift—given with the expectation of marriage and thus, contingent upon the marriage actually happening.
While Illinois follows similar principles, this ruling offers a chance to examine how Illinois contract…
Continue Reading Engagement Ring – Gift or Contract?

https-www-collateralbase-com-wp-content-uploads-2024-11-usvi-cannabis-licensing-guide-300x171-jpg

The US Virgin Islands (USVI) has rolled out a merit-based cannabis licensing process, aiming to create opportunities for local businesses and promote social equity. This guide explains everything you need to know to successfully apply for a cannabis license in the USVI, covering application requirements, scoring systems, and tips for maximizing your application score.
Table of Contents

  • Overview of the USVI Cannabis Licensing Program
  • Types of Cannabis Licenses Available in the USVI
  • Understanding Merit-Based Scoring Criteria
  • Social Equity and Local Ownership Requirements
  • Step-by-Step Application Process and Important Dates
  • Tips to Strengthen Your Application for a Higher Score

    • 1. Overview of…
    Continue Reading USVI Cannabis Licensing: A Complete Guide to Merit-Based Application Requirements and Scoring

    Starting a small business is the dream of many Americans, but it is also a financial risk. To ensure success, there are some pitfalls you should avoid to prevent or mitigate a failure, including:

    • Failing to establish the right legal structure. An improper or no business structure can expose you and you family’s assets to your business’ creditors. Each legal structure has different strengths and benefits, and selecting the right structure can have long-term financial, tax and legal consequences.
    • Not protecting what’s unique to your business. Recipes, formulas, brand names, logos, trademarks, slogans, and other proprietary information may be the

    …
    Continue Reading Small Business Start-Up Mistakes

    https-www-businessattorneychicago-com-files-2024-11-cta-bellas-300x251-png


    Corporate Transparency Act

    This is big reminder for every small business owner.

    Under U.S. Corporate Transparency Act (CTA), most corporations, limited liabilty companies and other legal entities, including homeowners’ associations (HOAs), condominium associations, and co-op associations, are required to file Beneficial Ownership Information (BOI) with the U.S. Financial Crimes Enforcement Network (FinCEN) by no later than January 1, 2025.  Every U.S. business must register and file this report.
    Continue reading
    Continue Reading  REMINDER! Mandatory Reporting Deadline under the Corporate Transparency Act

    https-www-collateralbase-com-wp-content-uploads-2024-11-cannabis-licensing-compliance-300x171-jpg

    Entering the burgeoning cannabis industry as a dispensary owner is an exciting venture filled with immense potential. However, mastering cannabis licensing compliance is crucial for operating successfully and sustainably. Adhering to regulatory requirements isn’t just a legal obligation; it’s the cornerstone of a thriving business. Non-compliance can lead to hefty fines, legal entanglements, or even the suspension of your hard-earned license.
    In this comprehensive guide, we’ll walk you through the ten critical steps every aspiring dispensary owner needs to know about cannabis licensing compliance to stay compliant and thrive in the cannabis industry.
    1. Understanding State and Local Cannabis Laws…
    Continue Reading Cannabis Licensing Compliance: 10 Steps Every New Dispensary Owner Needs to Know

    https-www-collateralbase-com-wp-content-uploads-2024-11-mdd-webp

    In a recent update, the Maryland Cannabis Administration (MCA) has issued new guidelines to help cannabis licensees that want to open a dispensary in Maryland explore alternative financing options. This guidance aims to provide businesses with various ways to raise capital or engage in partnerships while adhering to Maryland’s regulatory framework. Here’s a breakdown of some key elements from this update:
    Using Licenses as Collateral
    One major Maryland cannabis financing guidelines allows licensees to use the value of their cannabis license as collateral for loans. This means that if a cannabis business faces financial challenges, it can leverage its license’s…
    Continue Reading Maryland Cannabis Financing Guidelines for Licenses in 2024

    In a recent update, the Maryland Cannabis Administration (MCA) has issued new guidelines to help cannabis licensees explore alternative financing options. This guidance aims to provide businesses with various ways to raise capital or engage in partnerships while adhering to Maryland’s regulatory framework. Here’s a breakdown of some key elements from this update:
    Using Licenses as Collateral
    One major provision allows licensees to use the value of their cannabis license as collateral for loans. This means that if a cannabis business faces financial challenges, it can leverage its license’s value to secure funds from an MCA-registered creditor. In the event…
    Continue Reading Maryland Cannabis Administration (MCA) Issues Updated Financing Guidelines for Cannabis Licensees

    With the federal and other elections looming, non-governmental employers are often confronted with addressing political speech in the workplace. As these discussions can become heated and affect employee morale, employers should establish strategies and publish policies that may help protect the business and its employees. Any policy must consider federal, state, and regulatory worker protections applicable to private employees’ right to engage in political activities. While protecting your business and employees, candidate bumper stickers on employee vehicles in the parking lot is acceptable while employee use of the company e-mail and resources to solicit support for a particular candidate or…
    Continue Reading Political Speech in the Workplace

    Brooks Tarulis’ partner Elizabeth Bacon and her co-counsel Brandon Clark of Saul Ewing represented Kevin Jackson in a nine-year legal battle to vacate his wrongful conviction and win long overdue justice for Mr. Jackson. The First District of the Illinois Appellate court ruled on October 25, 2024, in favor of the groundbreaking exoneration of our client who served twenty-three years in prison after being wrongfully convicted of the 2001 murder and shooting of two Chicago men. At Elizabeth’s insistence a 2023-2024 reinvestigation of the case by specially appointed counsel to the Cook County State’s Attorney’s office confirmed Mr. Jackson’s assertion…
    Continue Reading Press Release- Wrongful Conviction Reversed

    https-www-collateralbase-com-wp-content-uploads-2024-10-prevent-commercial-litigation-in-business-contracts-webp

    If your company does not have a policy to prevent commercial litigation, it’s a large unmanaged risk to your business.   In 2024, businesses are navigating a complex landscape marked by market instability and evolving regulations. The surge in commercial litigation has become a significant concern for business owners and executives. Proactive risk mitigation through smart contractual agreements is now more crucial than ever.
    How can you avoid litigation in business contracts? By understanding commercial litigation risks and implementing essential contract clauses, businesses can significantly reduce the likelihood of disputes and protect their interests.
    Why Commercial Litigation Is on the Rise…
    Continue Reading How to Prevent Commercial Litigation: Key Strategies for 2025

    Protecting your business is a full-time job. One method of protection is to acquire insurance. Listed below are the typical types of business insurance:

    • General Liability Insurance. Your business’s safety net against unexpected mishaps and third-party claims.
    • Property Insurance. Covers unforeseen events such as fire, hurricanes, tornadoes, and vandalism that damage your company’s real and/or personal property.
    • Fidelity Insurance. Covers damage due to internal or external criminal acts including those committed by your business’ people.
    • Worker’s Compensation Insurance.  Provides replacement and medical benefits to employees who are injured in the course of employment.
    • Director and Officer Liability Insurance.  Provides protection

    …
    Continue Reading Business Insurance

    https-www-businessattorneychicago-com-files-2024-10-neural-300x251-png


    Neural Data: What Illinois Business Owners Need to Know

    California enacted an Amendment to the California Consumer Privacy Act (CCPA) that adds neural data to the list of protected personal sensitive information. For Illinois business owners—especially those conducting business in California or utilizing neurotechnology—this development is worth understanding, as it marks another step in the expanding landscape of data privacy laws. Neural data, often collected through non-invasive neurotechnology tools, is now considered sensitive and will be protected under the same stringent requirements as other personal information like genetic, biometric, and geolocation data.

    What is Neural Data and Why is it
    Continue Reading Consumer Privacy Laws Include Neural Data: What Illinois Business Owners Need to Know