If you've fully analyzed the proposed agreement with all of its terms and understand their implications, maybe you don't need help. But you would be the exception! A recent Deloitte survey of 2,000 consumers in the U.S found that 91% of people consent to legal terms and services conditions without reading them. For younger people, ages 18-34 the rate is even higher with 97% agreeing to conditions before reading. Those dismal numbers I expect (I hope?) go up in proportion to the value, or perceived value, of the contract. But I'm not so sure. How often have you executed a contract without reading all of the terms? We do it every day online. What about agreements to purchase a vehicle? Your last rental agreement? Or even your agreement to purchase real property? These are all long term, high value contracts with serious obligations and ramifications. Now think about who wrote those agreements. Did you write them? Do you think whomever wrote them had your best interests in mind? At best, the contract is written to benefit the writer, at worst, it does so to your harm. We've all in one way or another engaged in this dangerous business practice. It is risky and unnecessary. If you haven't had to experience the consequences of failing to fully review agreements prior to their execution in the past, GOOD! I'm glad, because the consequences can be harsh. But why continue to take the risk? With the right help, not only do you get a better understanding of the terms you are being presented with, but you are also presented with an opportunity. You have the ability to turn switch the advantage. All business agreements are subject to negotiation and if you don't, you may be leaving value on the table. Whether you do it yourself or have someone else handle it for you, don't leave that important step undone.

* Depending on the industry involved and location there often additional obligations to the owner based on the field as well as the local, county and special district requirements not otherwise standard. New business owners often learn of these obligations too late. * Another common misstep is failing to look into the requirement of obtaining business permits from the town(s) in which the owner conducts business; * An owner needs to consider, sooner rather than later, whether to proceed as a sole proprietor or to seek liability protection from one of the potential entity forms such as Limited Liability Companies (LLCs), Partnerships, and/or Corporations; * If an owner has employees, they often wait until it's to late to establish employee policy and procedures. And sometimes even forget the simplest security step and picking up a new employment poster from the local Chamber of Commerce office every year; * Another factor that is often not given enough consideration i securing both sufficient and pertinent insurance coverage. Changing your entity to an LLC or corporation does not change your ongoing need for insurance. I have, on more that a few occasions, found that clients either didn't have the type of coverage they thought they did or didn't have a good understanding of the types of liabilities from which they need protection. A chat with your insurance broker can confirm that you are covered for what you think you are and one with an attorney can help you understand pitfalls, liabilities and generally how to run your business in a legally compliant manner; * While it may seem obvious, owners often fail have contracts reviewed before signing or draft their own only to find the that neither practice has served them well. If you are using contracts to conduct your business, be sure that you have included all the necessary terms required to contractually bind the party without placing yourself and/or business in legal jeopardy. Conversely, you must ensure that terms of contracts presented to you in the course of business do not unnecessarily disadvantage you or place your business in peril * In short, take steps to avoid the avoidable.

I often hear employers say that do not have employees because they pay independent contractors using form 1099. This can be dangerously wrong. It takes much more than simply paying labor via form 1099 to create an independent contractor relationship. Courts and other finders of fact use other factors to make this determination, how they are paid is of little importance. Misclassification of workers occurs when an employer improperly classifies their employees as independent contractors so that they do not have to pay payroll taxes, minimum wage or overtime, or comply with other wage and hour law requirements such as providing meal periods and rest breaks. What that means to you is that those persons that you did not believe to be employees may be exactly that. And now you are in a position where you did not take steps to protect against employee related liabilities paving the way for these "independent contractors" to make all the claims available to them for wage and hour violations dating back to the beginning of their employment. Many of these wage and hour requirements (break time, meal time, overtime, etc.) come with associated sanctions, penalties and attorneys fees in addition to the 1 hour in lost wages granted for each lunch and meal time missed. These are statutory requirements which typically provide for a three (3) year statute of limitations. That means those wages, fines and penalties can accumulate for up to that amount of time Failing to properly classify could result in expensive monetary penalties to the employer as well. With the IRS, if an employee relationship exists, earnings are subject to FICA (Social Security and Medicare) and income tax withholding. If an individual has been misclassified, it could assess penalties against the employer, including, but not limited to, a $50 fine for each Form W-2 the employer failed to file, a penalty of up to 3% of the wages, plus up to 40% of the FICA taxes that were not withheld from the employee and up to 100% of the matching FICA taxes the employer should have paid. If a determination is made that the misclassification was willful, the penalties are even greater. So, again, my question to you. Are you sure that you don't have employees?

Most people who ask this question are working as a sole proprietor, an entity form where there is no legal distinction between the owner and the actual business. The lack of distinction between owner and business is what increases the owner's liability as both the individual and the business are seen as the same entity. Corporations, Partnerships and their hybrid, Limited Liability Companies (LLCs), all, in different ways, provide a level of separation between the business and the owner. This separation and distinction subsequently allows for some separation of liabilities as well, but only if operated correctly. So, congratulations for taking the first step in better protecting both your business and yourself. An attorney who works with businesses like myself can help you choose which is right for you but you can start the process right now on your own. Before even talking to an attorney, have a chat with your accountant first. Different entity types can come with differing tax implications. You should still talk to an attorney regarding legal implications bu by taking this step first, once you do meet with an attorney to decide, you will already have a good understanding of true tax costs to your business for each before settling on an entity type. .

Okay, so this isn't a frequently asked question and I want contractors and subs to know a lot more than three things but after working with subcontractors for 23 years, these are the problems that keep coming up: 1) Seriously, get on top of your 20 day preliminary notice procedure. I know it's a pain and that you've rarely needed it but when you do need it, boy do you need it! With proper notices and liens, you lawyer is able to much more effectively advocate your position. 2) Your insurance policies may not cover what you think they do. Unfortunately, I have seen this more than a few times. Learn from their lessons and sit down with your insurance broker, have questions ready, and even some scenarios. Ask if your coverage includes payment for legal defense and discuss everything else that you think it covers. Then, I have clients memorialize that meeting in writing by confirming everything as you understand it in an email to the broker. 3) Your contract is probably not in compliance with California requirements. California has very specific requirements for different kinds of construction contracts and it can be difficult to keep up. Here is a pamphlet written for construction contractors and published by the California Contractors State License Board (CSLB). It will provide a good overview of California construction contract requirements https://bit.ly/3tAVhtj

The short answer is, because it's the law. But there are other reasons, especially the dire consequence of not being able to collect on debts if you proceed unlicensed. This is one consequence that goes unknown until it's too late. No person in California may perform any construction services billed at $500 or more. That means they are also unable to legally pursue debts in excess of $500, even with a valid contract. I receive these calls far too late and far too often, as recently as just one week before this writing. Call to to protect your contracting business now.

If you've fully analyzed the proposed agreement with all of its terms and understand their implications, maybe you don't need help. But you would be the exception! A recent Deloitte survey of 2,000 consumers in the U.S found that 91% of people consent to legal terms and services conditions without reading them. For younger people, ages 18-34 the rate is even higher with 97% agreeing to conditions before reading. Those dismal numbers I expect (I hope?) go up in proportion to the value, or perceived value, of the contract. But I'm not so sure. How often have you executed a contract without reading all of the terms? We do it every day online. What about agreements to purchase a vehicle? Your last rental agreement? Or even your agreement to purchase real property? These are all long term, high value contracts with serious obligations and ramifications. Now think about who wrote those agreements. Did you write them? Do you think whomever wrote them had your best interests in mind? At best, the contract is written to benefit the writer, at worst, it does so to your harm. We've all in one way or another engaged in this dangerous business practice. It is risky and unnecessary. If you haven't had to experience the consequences of failing to fully review agreements prior to their execution in the past, GOOD! I'm glad, because the consequences can be harsh. But why continue to take the risk? With the right help, not only do you get a better understanding of the terms you are being presented with, but you are also presented with an opportunity. You have the ability to turn switch the advantage. All business agreements are subject to negotiation and if you don't, you may be leaving value on the table. Whether you do it yourself or have someone else handle it for you, don't leave that important step undone.

If you are a contractor . . . The mechanics' lien is a right that California gives to workers and material suppliers. It allows them to record a lien on property that they helped to improve through their work or materials supplied. Contractors, subcontractors, laborers and suppliers who furnish labor or materials to build, repair and/or remodel a project and who are not paid fully, can record a lien (called a mechanics lien) on the improved property to ensure payment of that debt. This can be a very powerful debt collection tool but to use it the contractor has to have followed the proper procedures leading up to the recording of the lien. The contractor must have provided the proper notices during the time labor and supplies were provided. The resulting lien is a total of the labor/materials provided less payments received for those labor and materials (if any payment was received). If these notices are in order, the lien may remain until you have negotiated a release of lien. If you are an owner . . . Even owners who have paid their general contractor in full can find themselves dealing with a legitimate lien if the general contractor didn't pay the subcontractors and/or suppliers of materials. If this is the case, the owner may still be able to remove the lien. If the lien is not supported by pre-lien notices and other documentation requirements, the owner can demand removal. In an an effort to clear title, an owner can also seek other redress if necessary. An improperly recorded lien can place the contractor in legal jeopardy if they refuse to release the lien despite being made aware of its deficiencies. Whether the mechanics' lien is a legitimate attempt to recover money owed to a contractor by an owner, lender and/or general contractor, or it improperly "clouds the title" placing the recorder of the lien in legal peril, the key to resolution is communication and knowledge of applicable law. On more than a few occasions I've seen these matters resolved after a simple explanation of how the lien can and cannot be used without the need for litigation. Anybody can record a lien but that does not mean that it is valid.

If you've been served with process you need to act quickly to avoid missing harsh deadlines. Talk to an attorney before that happens. If a complaint is filed in a California Superior Court and your are served with that suit, a respondent has only 30 days to answer and to do so in the proper manner. If the 30 days pass, the other side can request a default that, essentially, leads to an order granting the plaintiff all that they asked for with the defendant never having had their say. There are many similar deadlines. Claims that can be brought against you, your business, or both, can come with short deadlines, giving you only days to respond. Your failure to respond in a timely manner and/or in a required format can have grave consequences so don't let any more time pass, act quickly to protect your rights.

Litigation is expensive, time consuming and slow. My advice to most is, if it is at all avoidable, avoid it. But sometimes that's just impossible. Jay Menchaca has been working in the field of civil litigation for nearly 25 years. He's worked with individuals and businesses, plaintiffs and defendants, in state and federal courts. Over that time he has worked in most aspects of discovery, motion and trial practice. Jay now provides litigation counsel and services to clients in a manner structured to the client's desires which sometimes means only providing limited scope services tailored to the client's requirements. In short, Mr. Menchaca can do as little or as much as you require when assisting with your litigation issue.

Yes! You can do both. I offer clients a hybrid service that allows them to utilize some of the inexpensive features offered through such services while allowing me to focus solely on legal implications to the newly formed company. Regardless of which business structure you use, the protections are not automatic. This is perhaps one of the most important, and most misunderstood, aspects of liability protections offered through entity formation. All the more so because the consequences of failing to treat your business like a separate entity are often discovered too late to take the needed action. Among the first things an attorney should do is to make sure you know how to avoid an attempt to "pierce the veil" of your company. That is, an attempt to claim that you should not receive the protections provided by the entity because no true separation exists between the you and the company. If your are not treating your newly formed LLC, corporation or partnership like a separate entity, a plaintiff can be successful in "piercing" that corporate "veil" thereby allowing a plaintiff to seek an owner's personal assets beyond just the business assets. Avoid this probability by taking steps to separate you from your business and operating it appropriately. These discussions, early in the growth of your business, will also allow the attorney to assess the individual and unique needs of your company while paying special attention to legal and long term implications. This intimate knowledge of a company's goals from the beginning has allowed me to effectively act as an outsourced corporate counsel of sort for smaller companies to assist on issues as they arise.

In California, "right of entry" allows a landlord to make entry after providing "reasonable" notice. Twenty-four (24) hours has been determined to be reasonable, however, if the notice is mailed, more time is required before making entry.

Communication. Whether you are a Landlord or a Tenant, whether you are renting an office or residence, or whether you are on a month-to-month tenancy or a 30 year land term, know all of the terms of your contract (lease, rental agreement, easement etc.) before executing an agreement. Any disadvantageous terms should be thoroughly negotiated to ensure that your final written agreement contains acceptable terms to you. This also increases familiarity with contract terms and puts both parties on notice of their rights and obligations. When everybody knows what is expected of them parties are more likely to reach a real meeting of the minds. Also, follow contract terms!

Some of the potential grounds for initiating eviction proceedings may include, but are not limited to, non-or late payments, violations of terms of the rental or lease agreement, nuisance issues, improper use of the tenancy and subletting without authority.

I use virtual office tools and local office share spaces for personal meetings. For business clients, I greatly prefer to meet with you at your place of business if there is insight to gain from your operations. It allows for a more comprehensive overview of your business practices and, more importantly, allows me to offer more detailed and tailored legal advice to help ensure the success of your business. In short, I have the ability to confer on your issue by any means you require. Call now!

If you are in need of legal counsel, you can leave a message here at any time and I will reply at my earliest availability. Even at our busiest, I will make every effort to respond within twenty-four (24) hours. Thank you for considering us for your legal needs.

I am a licensed California attorney in good standing and, as such, I can and do practice law anywhere in the state, and beyond if a federal matter. However, most of my clients are in from Santa Clara, San Benito and Monterey Counties.