Emails and Electronic Communications as Liabilities

Last Updated on Sunday, 27 August 2023 03:24 Written by Chris Griswold Wednesday, 3 August 2011 03:28

Everybody listen up (unless you don’t send emails, Facebook or Twitter with anybody).  In today’s busy world, we’re all trying to get more and more work done in less time.  Accordingly, we send emails all throughout the day and, at the same time, we Facebook, Twitter, do our LinkedIn and other stuff too.  We send these communications at night, on the weekend, and even on vacation.  This is all fine and well and, honestly, our clients, bosses and business partners have come to expect it.  However, there are some things you really need to be careful about in your “electronic life.”  Read more below (and don’t forget to click on my Facebook or YouTube links below to also see my short video on this material).

Emails and Electronic Communications as Liabilities

When we email on the weekends, at night or at any other time when we’re past tired, we’re not “mentally” at our best.  These are the times when we can say something online or in an email (or fail to say something online or in an email) that creates trouble for ourselves and/or our clients.  What’s the big deal?

Emails are admissible as evidence in judicial proceedings.  While you probably already knew that, it’s easy to forget when you get really busy and stop thinking about the big picture.  A colleague of mine in Texas had a corporate client. This client was a large manufacturer and was being sued for products liability after an explosion occurred involving one of its products.  During the course of litigation, my colleague came across some emails that were internally exchanged between employees of the corporate client.  One of them contained the following language:  “…did that damn thing blow up again??”

Same thing with Facebook, Twitter, MySpace, LinkedIn and the other mediums.  Although there isn’t any current, controlling case law which addresses the admissibility of the content of these sites in Oklahoma, I am told that these types of mediums are beginning to be admissible in Texas (and there do appear to be some pending cases here in Oklahoma which touch on this subject).  Accordingly, it’s probably just a matter of time….  Let’s all just slow down, think about what we’re saying (when we’re saying it) and stay out of trouble.

What My Clients Are Saying

“I was referred to Chris from a friend of mine who has used him for years. I have 23 offices nationwide and tons of legal items that I don’t have time to deal with myself (nor would I trust just any attorney).  What a blessing to find Chris…. Here is someone I know will get it done right, day or night.  Chris’ good legal services free me up to run the day to day operations of my business with the peace of mind that the legal details are covered; all at an honest, fair price.”
James Gray / President & CEO / Full Circle Financial Group / Oklahoma City, Oklahoma

LLCs v. Partnerships

Last Updated on Thursday, 14 July 2011 04:02 Written by Chris Griswold Wednesday, 1 June 2011 09:15

In Oklahoma, around May/June time each year, we all get a reminder of how fragile life can be and just how lucky we are to be alive. Recently, our friends out in Piedmont, Goldsby, El Reno and other nearby, surrounding towns received a devastating blow. I was humbled by the coverage conveyed by our newspersons and the calls received from close friends/acquaintances who had lost so much. Hard times are real and we all need to be glad for who we are and what we have – it could easily be taken away. Like life, it’s good to know about important, business-law concepts that could also be potentially devastating. Accordingly, I want to shed some light on the commonly asked question regarding the differences between general partnerships and limited liability companies. Read below (and don’t forget to click on my Facebook or YouTube links below to also see my short video on this material).

LLC’s vs. Partnerships

Absent certain language within the documents and/or certain circumstances, the foregoing table quickly summarizes the basic, legal discrepancies between each type of entity. What practical effect do these differences have on you?

Limited Liability vs. Joint and Several Liability: This is the big one…. Basically, with an LLC, each member/manager is, subject to certain exceptions, liable to the general public, the LLC and the other members only to the extent of the amount of their capital contributions made to the LLC. With general partnerships, each partner is individually liable, in full, to everyone, for any amount the general partnership owes – no limitations or caps like with LLC’s.

Formation: This one is a little scary. With LLC’s you have to, among other things, actually file paperwork with the State, pay fees and draw up an operating agreement. With general partnerships, there are no documents that have to be filed (which can also be a good thing), although documents can be filed. What this all means is that a partnership can be deemed to exist by virtue of one’s actions and/or spoken words. So, depending on the circumstances, you may already be deemed to be operating under a general partnership arrangement in the eyes of the law and already owe a fiduciary duty to your other partner(s), but not yet know it.

What My Clients Are Saying

“Chris Griswold has a unique skill set for a Real Estate attorney. He is equally adept in the courthouse as well as in a transactional setting. We have worked with him in lease negotiations where we found him to be pragmatic and fair minded while representing his client. As result of working on the other side of the table with Chris, we engaged him to assist us with various lease enforcement issues. We have used many attorneys to assist us with FED’s, collections etc. and Chris has by far been the most efficient and cost effective counsel we have ever used.”
Jeff Norman / President / JAH Realty, L.P. / Oklahoma City, Oklahoma

The Biz of Buying a Business

Last Updated on Thursday, 14 July 2011 04:02 Written by Chris Griswold Sunday, 1 May 2011 05:20

Yesterday I drove to pickup my two kiddos (Troy, almost 4; Mackenzie, almost 2) from pre-school. Driving home, Troy begged for (and finally received) a sucker. This made Mackenzie start to cry and beg for a sucker until I gave her one too (which made me a sucker). Obviously, at this point, Mackenzie is already one tough customer with seasoned instincts and can do her own bidding. Speaking of bidding, have you ever wanted to buy a business (or just wanted to know more about the topic)? Read below….

The Biz of Buying a Business

Without attempting to cover everything, if you’re buying a business which includes both real estate and hard-assets (and assuming you’ve already come to agreeable terms and price with Seller), you, your lawyer and your other business advisors would proceed as follows:

First, you need a Purchase/Sale Contract drafted for both the real estate and the assets to be acquired which should include a listing of all the inventory (Note: For tax purposes, this listing should entail a physical description and a corresponding dollar value for each asset. Why? Just like buying milk at Wal-Mart, the dollar value of the assets purchased will be taxed by the Oklahoma Tax Commission and paid at closing). Once the contract is finalized, both parties sign it and deliver it to a Title Company (along with an earnest money check) so an escrow account can be established. If you haven’t already formed/incorporated your proper, legal entities which you’ll be using to: i) conduct business operations, and ii) hold and take title to the real estate you’re buying, now is the time….

Second, the Title Company will order an ALTA Survey (usually around $1,500) so that title insurance on the real property can be obtained (required by most lenders). Also at this point, an environmental study of the real property needs to be ordered (usually requested and ordered by the lender) so that a “Phase I” environmental report can be generated.

Third, the General Warranty Deed (or Special Warranty Deed) which will convey marketable title to your legal entity should be prepared. Also, your lawyer will be reviewing/examining/making title report objections to the commitment for buyer’s title insurance policy (which will have already been issued by the Title Company). Finally, you attend closing.

What My Clients Are Saying

“Chris Griswold has always been proactive and professional. He takes the time to work with us and tailors his approach to our situational needs. My favorite thing about Chris is that he will let me know if there is an easier, less-expensive approach. We look forward to working with him well into the future.”
Carl S. Milam / President / Western Concepts Restaurant Group / Oklahoma City, Oklahoma