GRDD Law Blog

Is it illegal to resell your Washington Nationals World Series tickets for a profit?

Is it illegal to resell your Washington Nationals World Series tickets for a profit? The Washington Nationals on Thursday announced how the remaining tickets for D.C.’s first World Series games in 86 years will be distributed. The Nationals are the eighth major league franchise to be based in Washington, D.C., and the first since 1971. [...]

THE OBSCURE COMMERCIAL REAL ESTATE BROKER’S LIEN ACT

THE OBSCURE COMMERCIAL REAL ESTATE BROKER’S LIEN ACT Many commercial real estate brokers and commercial property owners are unaware of a provision in the Virginia Code that allows a broker to record a lien for unpaid leasing commissions against the owner’s property. The Commercial Real Estate Broker’s Lien Act (the “Act”), which is codified as [...]

Trade Secrets Act Claim Against Competitor Can Proceed Even Though Claim Based On Violation Of Non-compete Agreement Is Dismissed

Trade Secrets Act Claim Against Competitor Can Proceed Even Though Claim Based On Violation Of Non-compete Agreement Is Dismissed The most recent edition of this newsletter discussed the 2018 case of Darton Environmental, Inc. v. FJUVO Collections, LLC, et.al. (U.S. District Court, Western District) (the “Darton Case”). See our article on the enforceability of non-compete [...]

Purchasing a Virginia Residential Rental Property at Foreclosure? You Need to Understand the Tenant’s Rights.

Purchasing a Virginia Residential Rental Property at Foreclosure? You Need to Understand the Tenant’s Rights. If you purchase a Virginia residential rental property at foreclosure, you need to understand the rights of the tenants occupying the property. In the wake of the 2009 foreclosure crisis, Congress enacted the Federal Protecting Tenants at Foreclosure Act (“PTFA”), [...]

Gross & Romanick P.C. Changes Name Effective on January 1, 2019

Dependable Lawyers. Effective Solutions. We are happy to announce that, effective on January 1, 2019, Gross, Romanick, Dean & DeSimone, P.C. will officially change its name to Gross, Romanick, Dean & DeSimone, P.C. We will continue to offer the same high quality legal services upon which Gross, Romanick, Dean & DeSimone, P.C. has built its [...]

Enforceability of Non-Compete/Confidentiality Agreements with Competitor

Enforceability of Non-Compete/Confidentiality Agreements with Competitor Obviously, it is not advisable to share proprietary and trade secret information with competitors or potential competitors, but business circumstances may dictate a need for such revelations, such as a possible merger, acquisition or future business arrangement. In these situations, the parties generally enter into a Non-disclosure Agreement (“NDA”) [...]

Reservation of Rights Letters

Reservation of Rights Letters Have Your Cake and Eat It Too A reservation of rights letter (a “RORL”) is a notice that one party to a contract or dispute (the “sender”) provides to the other party (the “recipient”) in order to preserve certain contract rights or remedies that might otherwise be deemed waived as a [...]

Why Do We Care About the Common Law of Old England?

Why Do We Care About the Common Law of Old England? When most people hear the term “common law” they think of “common law marriage” in which two individuals can be considered legally married even though they never formally wed. Virginia is one of a majority of states in which you cannot create a common [...]

Registered Agent in Virginia | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C.

Do you need a registered agent for your business? Edward Gross, Managing Partner of Gross, Romanick, Dean & DeSimone, P.C., discusses some of the reasons you may need a registered agent, and some of the options available. If you need a Virginia registered agent, visit call 703-273-1400 or send an e-mail to info@grddlaw.com. Virginia Registered […]

Registered Agent in Virginia | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C.

Virginia Registered Agent Registered Agent Fairfax, Virginia Gross, Romanick, Dean & DeSimone, P.C. 3975 University Drive Suite 410 Fairfax, Virginia 22030 Registered Agent Fairfax Registered Agent Virginia LLC Lawyer Fairfax LLC Lawyer Virginia Fairfax Lawyer For Lawsuit Virginia Registered Agent Areas We Serve Virginia Fairfax VA | Virginia | Commonwealth of Virginia | City of […]

Why was a $2.35M judgment overturned for failure by a foreign LLC to register in Virginia?

The Virginia Supreme Court in the case of World Telecom Exchange Comm. LLC v. Sidya (VLW 017- 6-056) found that the lower court erred by allowing the plaintiff to litigate a claim without first obtaining an SCC certificate as required by Va. Code § 13.1-1057(A). In doing so, it reversed one of the largest Virginia […]

My company is properly registered in Virginia but we do business in various other states. Do I need to register my company as a “foreign” entity in those states?

While each state has different rules, there are some general principles that govern the registration of “domestic” Virginia entities in other states. Most every state tests the need to register based on the frequency and the nature of the business transactions occurring in the applicable state. It is not always easy to make a determination, […]

How is a Virginia Resident Agent different from a Virginia Registered Agent?

All Virginia entities, including LLCs and corporations, must have a properly qualified Registered Agent in Virginia. See our firm’s YouTube video on this subject. Virginia Code §55-218.1 also requires every non-resident “person” who owns and leases commercial or residential properties consisting of four or more units within a county or city in Virginia to maintain […]

Assignment of Commercial Leases | Gross, Romanick, Dean & DeSimone, P.C.

Assignment of Commercial Leases | Gross, Romanick, Dean & DeSimone, P.C. In most business sale transactions, the buyer will want to operate the business at the current location(s) after the sale. As a result, the seller’s real property leases must be “assigned” to the buyer as of the closing date of the sale. A commercial [...]

Asset Sale or Equity Sale? | Gross, Romanick, Dean & DeSimone, P.C.

Asset Sale or Equity Sale? | Gross, Romanick, Dean & DeSimone, P.C. There are two primary methods for buying or selling an existing business: (1) The asset purchase and, (2) The equity purchase. The advantages and disadvantages of each method should be assessed in every business sale. The purpose of this article is to explain [...]

GRDD Law Sponsors PRS Non-Profit Work Derby Day 2017

GRDD Law is proud to be a sponsor of this year’s Raising the Stakes for Hope & Recovery event, benefitting PRS, Inc., (www.prsinc.org). PRS is a nonprofit helping those living with serious mental illness or facing life crises in our local community. Their annual Kentucky Derby tradition. Raising the Stakes for Hope & Recovery Benefit will take place [...]

Can a business owner be held personally liable for the obligations of an entity operating under a tradename?

In Virginia, a business entity is permitted to operate under a name that differs from the legal name of the entity. For example, a restaurant business owned by “John Doe, Inc.” could choose to operate under the name “Johnny’s Diner”. This operating name is generically referred to as a tradename, but may also be referred [...]

What is the difference between a merger and an acquisition? – Registered Agent Newsletter

Business sales and combinations can take a variety of forms, and there is no standard method by which businesses are purchased or acquired. Each transaction is unique, with the form of the transaction depenBusiness sales and combinations can take a variety of forms, and there is no standard method by which businesses are purchased or [...]

What is the difference between a merger and an acquisition? – Registered Agent Newsletter

Business sales and combinations can take a variety of forms, and there is no standard method by which businesses are purchased or acquired. Each transaction is unique, with the form of the transaction dependent upon the goals of the parties, the existing legal structures of the parties, and the tax consequences resulting from the transaction. […]

Does My Virginia LLC Need to Adopt an Operating Agreement? | Fairfax, Virginia | Gross, Romanick, Dean & DeSimone, P.C.

“Does my Virginia LLC need to adopt an Operating Agreement?“ Christopher J. DeSimone, Partner of Gross, Romanick, Dean & DeSimone, P.C., discusses why the owners of an LLC in Virginia should adopt an Operating Agreement. If you need assistance with the preparation or review of an Operating Agreement, or other business advice, call 703-273-1400 or […]

Is a business owner personally liable for company debts if the company’s registration lapses?

The previous two editions of the GRDD Law newsletter discussed the termination and dissolution of Virginia corporations and limited liability companies (LLC) (both referred to as “entities”). As discussed in those articles, the Virginia State Corporation Commission (SCC) will automatically terminate an entity’s corporate existence if the entity fails to pay its annual registration fees. [...]

Should a Virginia company formally dissolve and terminate when it is going out of business?

The process of dissolving and terminating a Virginia corporation or a Virginia limited liability company (each generically referred to in this article as an “entity”) was discussed in the January edition of this newsletter. As stated in that article, when a business owner desires to close an entity, he or she can elect to formally [...]

What is the difference between dissolution and termination of an entity?

This article distinguishes between the terms “dissolution” and “termination” as they pertain to Virginia corporations and Virginia limited liability companies (generically referred to in this article as “entities”). These terms are often used interchangeably, but have distinct legal meanings. Dissolution is the winding up of the affairs of the entity in advance of the termination [...]

Should I incorporate my new business entity in Delaware?

So many owners of small or mid-sized businesses ask us about the benefits of incorporating their entities (corporation or LLC) in Delaware. There is clearly an assumption in the business community that there has to be some benefit to Delaware registration. Why else would most of the Fortune 500 companies do the same? Our usual [...]

Purchasing a Business: Legal Due Diligence | Gross, Romanick, Dean & DeSimone, P.C.

Purchasing an existing business is a complicated process with several stages. The most important stage for the buyer is the “due diligence” study. A thorough due diligence study should reveal areas of concern and possible mismanagement by the seller. The study will assist the buyer to make an educated determination whether to proceed with the [...]