Areas of Practice:
| Business Law | Probate Law | Wills and Trusts | Real Estate Law | Litigation (Lawsuits) |
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I have had an interest in business enterprise and law since my teenage years. In my third year of high school, I was fortunate to be selected to attend a semester long night class taught by area business people. The business people and professionals teaching the class inspired in me a genuine interest in business.
I subsequently obtained a Bachelors Degree in Business Administration and have practiced significantly in the area of business law and related matters since graduating from law school. I find it professionally and personally rewarding to work with business people as they strive to be successful in their various business ventures. |
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| Sole Propietor | A sole propietorship is the simplest form of business operation. It is an individual that owns and operates their own unincorporated business. A sole propietor is legally liable for all obligations and debts of their business and reports the income or loss of the business directly on their individual income tax returns. |
| Corporations |
A corporation is a legal entity that exists separate from its owners. It is a legal "person", meaning that the corporation has many of the same legal rights as a person. A corporation can buy, sell, and own property, as well as be a party to contracts. Corporations must be registered with the government for income tax, regulatory, and court purposes. A corporation, as a legal person, must pay income tax on the profits that it earns. After a corporation pays its income taxes, a corporation may then issue dividends to its owners. The owners (shareholders) must then include the dividend income received from their corporation in their own income tax filing. To save from this double taxation of the corporation's profits, if IRS requirements are met, a corporation can elect to be an "S" corporation. This election allows the profits of a corporation to be passed through to the owners with only the owners paying income tax on said profits, thus eliminating the double taxation. A corporation may also help shield the owner's personal assets from liability. However, it must be noted that this liability shield is not absolute For example, if an owner is personally involved in an incident or has personally guaranteed his or her corporation's performance of a contract (such as payment of a debt), then the individual is still personally liable. |
| Limited Liability Companies |
A limited liability company, or LLC, is similar to a corporation in that it establishes a separate legal entity. The LLC was established by state legislatures in answer to business owners concerns over the inflexibility of corporate taxation. Kentucky adopted its LLC laws in 1994. Basically, an LLC is very similar to a corporation except that the owners of an LLC have much greater flexibility on how the business' profits will be distributed and taxed. The owners of an LLC can elect to have the profits taxed as a regular corporation, as an S corporation, as a partnership, or as a disregarded entity (a pass through to the owner). |
| Partnerships |
A partnership involves two or more persons (or entities) that operate a business. A partnership can be an informal arrangement between individuals or it can be a detailed structure with a written partnership agreement. In general, all partners are legally liable for the obligations and debts of the partnership. There is no personal liability protection as with the corporation or LLC. The profits or losses of the partnership are divided as agreed between the partners. Unlike a corporation or LLC, the partnership itself does not pay income tax. Instead, partners individually pay income tax on their portion of the partnership's profits. There are several different types of partnerships, including the Limited Partnership. |
| Non-Profit Corporations | Not all corporations are formed for commercial purposes. Non-Profit Corporations are formed in much the same way as their commercial counterparts, granting them many of the same abilities. Non-Profit Corporations are tax-exemept, and are not allowed to be publically owned through the issuing of stock certificates. |
| Contracts |
A contract is formed where parties agree to buy/sell a product or service for something of value (consideration). Businesses and people enter into contracts everyday. Oral (non-written) contracts are enforceable if you can prove the terms of the agreement. Written contracts are better if the terms are properly stated. Having a written contract is good for more than just legal enforcement. Putting the agreement, the expectations and obligations, in writing forces a business person to plan and anticipate. Many businesses use forms such as estimates and order forms as contracts. Such forms should be reviewed by a lawyer to ensure full protection for the business if payments are not received. |
| Business Disputes | There are many different types of disputes that arise in the business world. The details of each dispute can vary as widely as the various types of businesses. The two most common disputes that lead to lawsuits are (1) Breach of Contract: claims where one party fails to pay or otherwise perform its obligations under the contract, and (2) disputes as to the meaning of a contract's language. A business should carefully consider the possible results and costs before filing a lawsuit. |
| Purchase/Sale of Business |
There are two basic types of agreements for the purchase/sale of a business. The most common is the Asset Sale Agreement. This is where the Seller sells the business assets, usually including the business name and phone number, but retains the business entity (corporation or LLC). In effect, this allows the Buyer to start a new business without being liable for past obligations and claims against the Seller. The other type of sale is when the Buyer purchases the existing company (corporation or LLC) and continues the existing business. The business entity continues to exist and operation the same business, however there is now a new owner (shareholder) of the entity. In this transaction the entity/business continues to be liable for any past claims or obligations of the business. When a Buyer purchases a business, whichever form is used, the Buyer should have the Seller sign a non-compete provision which legally prevents the Seller from collecting the sale proceeds and then starting a new, competing business. |
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Many are unfamiliar with the specifics of the probate process. For a brief introduction to what is involved in the probate of an estate, please click here.
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| Probate of Wills | The settling of a deceased's estate takes at least 6 months in the state of Kentucky. This process typically involves the execution of the will and the settling of the deceased's debts. Depending on the terms of the will, taxes may also have to be paid on the estate. |
| Administration of Intestate Estates | If a deceased person has not made out a will, or if his or her will does not address the entirety of his or her estate, an administrator must be appointed. Intestate estates are often managed by someone close to the deceased, but can also be managed by the deceased's attorney. |
| Guardianships | In the unfortunate instance that a parent's death leaves a child orphaned, the probate of an estate also involves the appointment of a legal guardian. |
| Claims against Estates | Kentucky Probate Law requires that an estate be left open for a period of at least 6 months so that creditors have a chance to lay claim to the debts of the deceased. These debts are paid out of the deceased's estate if they are found to be valid. |
| Will Contests | There are two basic reasons for contesting a Will. First, a Will may not meet the legal specifications to be a legimate testament of the deceased. Second, it may be unclear as to whether the deceased wrote the will or whether the deceased was of sound mind at the time it was written and signed. |
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For a brief introduction to the basics of wills and trusts, please click here.
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| Wills | Wills are legal instruments used to distribute a person's property after his or her death. While anyone over the age of 18 can legally draft a Will by themselves, state governments (Kentucky included) have many specific requirements for Wills to be admitted for probate. Attorneys can assist in the drafting of one's Will to ensure that there will be no problems in the future that may prevent a person's estate from being settled according to his or her wishes. |
| Wills with Trusts for Minor Children | A Trust is an agreement in which a person manages property for the benefit of another party. In the case of Wills, a Trustee is often appointed to manage the inheritance of a minor until they reach an age specified by the Trust. |
| Living Trusts | As the name suggests, a Living Trust is created and becomes valid while the Settlor (Trust creator) is living. The Trust can then also provide for distribution of Trust assets after the Settlor's death. |
| Living Wills | A Living Will states a person's wishes for medical care, or the withholding of medical procedures, and is used when a person becomes too ill to express his or her own desires. |
| Revocable/Irrevocable Trusts | A Revocable Trust can normally be amended or terminated up til death. However, Irrevocable Trusts can be created so that they cannot be terminated until the terms of the trust are fulfilled. |
| Powers of Attorney | A Power of Attorney allows an individual, or attorney, to make legal decisions on behalf of another party. These documents can be used in the event that a person becomes unable to make decisions for his or her self, such as for the very elderly or in the event of a seriously disabling injury, or so that an attorney can appear in court in place of a client. |
| Health Care Surrogates | Much as a Living Will allows a person to state his or her wishes for medical care in the event that they become unable to make such decisions for themselves, the designation of a Health Care Surrogate allows one to appoint another person to make medical descisions in the event that they become unable to do so for themselves. |
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We handle real estate transactions, including the preparation of:
We also provide title examinations in the following counties in Kentucky:
Additionally, we also prepare Lease Agreements and handle Landlord-Tenant matters. We do not, however, handle change of zoning matters.
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| Purchase/Sale of Real Estate | The transfer of ownership of any piece of real estate (immovable property, generally land and/or any buildings on it) must be done through the local government. In addition to deeds and any other documents that may need to be filed, real estate transactions can also involve legal agreements between the two parties involved that should be drafted and/or reviewed by an attorney. |
| Leases | A lease grants a person the right to use a piece of real property for a fixed period of time. In other words, leases are rental agreements that set forth the terms of use of a piece of property and the duties of both parties in regards to the property, as well as the the amount of rent to be paid, when it must be paid, and any penalties for failure to pay on time. |
| Landlord/Tenant Issues | If either party is not fulfilling the roles specified for them in a lease, then disputes can arise between a landlord and his or her tenant. If the tenant is at fault, landlords can file for eviction, which must then be filed and processed through the courts before the tenant can be forced to leave. If a landlord is at fault, a tenant may be able to sue or to terminate his or her lease. |
| Contracts | When most people think of real estate contracts, they either think of deeds or leases. But there are other forms of ownership, and in some situations, deeds for purchased property may contain requirements that must be met or limitations on the use of that property (a required groundskeeping fee at a condominium or bylaws for residents in a subdivision, for example). |
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We also handle Litigation (law suits in court) in all of the above legal areas, including Business Disputes, Lease Disputes, Will/Estate Claims, Lender Liability, and Injury Claims.
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