Can I stop my LLC or force it to resolve?

Q: I am in a PA Member-Managed LLC and I made 60% of initial contribution. Can I withdraw or force dissolution? Do I have management control? There is NO operating agreement. I want to get out of the LLC because the other two members refuse to infuse capital. I have another business opportunity I would like to get involved in. Thus, I want to know if I have management control over the LLC so that I can use this LLC to work with the other opportunity without the other members’ consent. If not, can I withdraw from the LLC or otherwise cause the dissolution, so that I may pursue this other interest?

A:  Under Pennsylvania’s law on limited liability companies (see 15 Pa.C.S.A. Section 8353,), a limited liability company can be dissolved by the express will of any member when no definite term or particular undertaking is specified. In settling the LLC’s accounts, it must first pay its creditors, then to members in satisfaction of liabilities for distributions under Section s8932 or 8933, then to the members in respect of their contributions to capital, and finally to each member’s share of the profits and other compensation by way of income on their contributions. (see 15 Pa.C.S.A. Section 8974). So without an operating agreement governing your situation, I would suggest you dissolve the LLC and take back your 60% contribution (assuming the funds are still there). It would be best if you engage a business attorney to go over your options and the facts before dissolving the LLC.

They used my address on their Yellow Page listing

Q: A locksmith company has used my home address as their business address. I have a Notary business that I use my address for. I contacted them and they won’t respond. It is advertised in Yellow Pages and on line.

A: I would start with Yellow Pages. It will be hard to reach a decision maker at YP, but eventually you will. At least they can correct the on line listing immediately. The printed books cannot be changed until next year’s books are printed. Check and see if this locksmith uses your address in other business directories. If he or she does, then you know he or she is the problem and not YP. There are services such as Yext who will correct then sync all of your on line listings on dozens of various search engines for a fee. Send a certified letter to the locksmith. If that doesn’t work, hire a lawyer to obtain a cease and desist order from a court. You can also have a google savvy person or IT person look at all of your on line listings to see if it is only YP or all of your on line listings which are in error. That would be a good starting point

Handcuffed, fingerprinted and photographed for littering in Pennsylvania?

Q: I have a friend who was walking from the corner store, had just bought cigarettes, and threw the plastic wrap on the ground. Police handcuffed her, took her to Central Booking, fingerprinted her and photographed her before releasing her. She was cited with 75 Pa.C.S.A § 3709, but from what I’m reading, the language states “from a vehicle”. How does this law apply in her situation? Would it be worth it for her to fight this charge?

A: Police normally don’t process someone for a summary offense which is what 3709 looks like to me. Frankly I haven’t ever had anyone cited for throwing a plastic wrap on the ground. I would plead not guilty and defend it vigorously. If she was a pedestrian, I agree that § 37089 does not apply but 18 Pa.C.S.A. § 6501 would. If I was her I would fight the charge. Was the area posted?

 

Will I inherit from my grandmother?

Q: My grandmother has passed away and has a Will that the four of her remaining children have shared upon each other. She had a total of 6 children but 2 have passed away. My mother is one of those two that has passed. I found out that my mother’s name is mentioned in that Will but have not been told anything about it by her remaining children. I do not know what the Will says exactly but if my mother is not present, does one of her children have a right to represent her? Do we have a right to read the Will? One of her eldest children is in power of the whole situation and is not willing to share any information.

A: If the will leaves part of the estate to your mother who predeceased grandmother, and doesn’t provide for an alternate heir in the event your mother predeceased the grandmother, her children would stand to inherit in equal shares assuming she is not married and has children. Some wills provide for an alternate beneficiary if a beneficiary of the will dies before the testator. If the will is silent on this, then PA intestate law takes effect, and the mother’s share passes down to her lineal descendants-children-if she has no spouse. You need some answers so it might be wise to have an attorney look at the will. If it was filed which normally means an estate was opened for your grandmother, the will should be on file in the Register of Wills.

 

How do I protect mom’s assets?

 

Q: What trust should I use to protect mom’s assets if she enters long-term nursing care? How long will it take to be in effect? What else can we do?

A: If it is foreseeable that mom will run out of funds to pay for nursing care, an application for Medicaid eligibility may be necessary. Medicaid has a look back period of five years. This means that any transfer of her assets in those five years, that are done without consideration (like a gift to a child), can render her ineligible for Medicaid. A penalty would be assessed in the dollar amount of the gift. I don’t have nearly enough information to advise you here. Consult with an elder law attorney who is versed in Medicaid regulations.

Can I sue a waitress for slander?

Q: Can I sue a company if their employee slandered me? A waitress told her boyfriend that I groped her while she was working. The police got involved and I was charged with harassment, but the charges were dropped because the surveillance video clearly showed I didn’t do it. Can I sue her and the company she works at for slander?

A: Anybody can sue anybody. The issues is whether or not you are capable of getting a judgment and collecting money for your efforts. An attorney does not want to be involved if there is no prospect of getting money. Unless of course, your motive to do this as a cause or to teach her a lesson. In that case, if the attorney feels that collecting from a waitress may not be a good prospect, you may have to pay the attorney an hourly fee and all costs. If she has property you can lien once a judgment is entered, it may be worth it. As far as suing the company she works for, I do not believe they are liable unless they were somehow involved in perpetuating the untruth. Unless this waitress is financially worth going after, you will have a difficult time generating the interest of lawyers in such as suit. Nonetheless, you may want speak with a personal injury attorney.

What do I need to do to prove my father incompetent?

Q: He has moderate to severe Alzheimer’s. I have durable POA.He is becoming more paranoid. He lives with me and my family and I currently care for him full time. He speaks more frequently about taking out all his 401k money so he can see it and use it on a moment’s notice, sell his house and move out of ours. He is not capable of cooking, taking his meds, or transporting himself very well (as he has severe arthritis in his knee and uses a power chair almost exclusively. He has no driver’s license and continues to insist he can drive and will not relinquish his car. He is only fully lucid about 10% of the time.

A: The General Durable Power of Attorney is an extremely effective and cost efficient document to assist another person with their affairs. However, when that person becomes out of control, resistant and puts themselves or their assets at risk, you may need to file for a guardianship. This will involve obtaining an opinion from his treating physician that your father is unable to manage his own affairs. You really need to sit down with an attorney that does guardianships and review all of the information.

Can I get my Retail Theft charge expunged?

Q: Will attending the ASI course in Allegheny County get the charge and fingerprints expunged or just dismissed. What is required to get the first retail theft charge and fingerprints (of a 17 year old) fully expunged? (Marshall Twp, PA)

A: If the District Justice ordered ASI for you, as long as you complete the program, which is a diversionary program, there will be no conviction. However, you will need to have an attorney to expunge the arrest records. As soon as District Justice dismisses the charges, call an attorney to start the expungement process.

Can I get taken off probation early?

Q: I have a 3 year probation sentence and currently into my 20th month with no violations. What are the chances of my probation officer petitioning for my early release. I have not been violated on any manner and pay my fines every month, but at the rate that I pay a month my probation will be over before being paid off. If he does agree what are the chances of the judge agreeing to this. (New Castle, PA)

A:  Ask a local lawyer who regularly practices criminal law in Lawrence County as it totally depends on how liberal the judge, the PO and the DA are towards early parole petitions in general and their view of you as a defendant. Some probation departments will put the paperwork in for you and some will not in which case you will need to hire a lawyer to file a petition.

Will I face jail time? I can’t do jail!

Q: I live in PA and was pulled over for expired license plate. I haven’t had my driver’s license for 8 years due to an accident that placed a suspension on me which I still owe fines for. I was charged with 4 misdemeanors and 2 summary offenses. I was hit with possession of pot, possession of cocaine, DUI, driving with no license, and expired registration. (Brentwood, PA)

A: A first time DUI carries 72 hours in jail. First time DUI offender’s are eligible for Accelerated Rehabilitative Disposition (ARD) whereby there is no jail, no resulting criminal record and a reduced license suspension (from 12 or18 months down to 30 or 60 days). However, you must have a valid driver’s license and you must not owe any prior court costs, fines or restitutions. If you are not ARD eligible, you may receive a fast track or “Phoenix Court” deal whereby you would be sentenced to the DUI hotel, an alternative to jail. If the DUI hotel is not acceptable to you, some judges will offer you a choice between 72 hours in the jail or a longer period on electronic home monitoring house arrest. You should really consult with a criminal defense attorney.