Law Blog

Refusing to Take It Easy, Eagles Sue over Hotel California Trademark

Common Law Trademark, Lanham Act, Trademark, Trademark Infringement, Unfair Competition
As first reported in The Hollywood Reporter, earlier this week The Eagles filed a lawsuit in the United States District Court for Central California seeking both an injunction and damages against a couple who (through their California-based LLC) operate the "Hotel California" in the Mexican state of Baja California. The suit alleges, among other things, that since 2001 the couple have gone out of their way to lead potential patrons into thinking that their establishment is connected with the iconic American band, even having served as the inspiration for the 1978 Grammy Record of The Year winner, not to mention having profited off of assorted merchandise bearing the name of perhaps the band's most popular song. On its (lovely) face, The Eagles' complaint claims "trademark infringement" against the defendants, however a closer look…
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Can I Change My Statutory Agent without Their Permission?

Can I Change My Statutory Agent without Their Permission?

Business Formation, Corporations, Entity Formation, Limited Liability Company
Startups and established businesses often hire an attorney to set up their Arizona LLC and also have that same attorney serve as the company's statutory agent here. Changing the Arizona statutory agent for an LLC However, sometimes the business owners may want to go in a different direction (for example, a professional statutory agent company or another attorney) or just handle the statutory agent duties themselves. The question then becomes:  Do you as the managing member or members of the LLC have to let the current statutory agent know about this switch?  In other words, do you need the current statutory agent's actual approval or OK first? Do I need my Arizona statutory agent's permission? I was asked this question recently by a long-time friend who was the managing member…
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Voluntary vs. Administrative Dissolution of Your Arizona LLC

Voluntary vs. Administrative Dissolution of Your Arizona LLC

Business Formation, Entity Formation, Limited Liability Company
I'm often asked by LLC owners who have received a "Notice of Administrative Dissolution" from the Arizona Corporation Commission (ACC) whether they should just allow their company to be dissolved? Why not to rely on Administrative Dissolution of your Arizona LLC First off, it is important to understand that a notice of administrative dissolution is not the end of the World for your LLC.  An administratively dissolved LLC can be reinstated under certain circumstances (See A.R.S. 29-786(D)).  If you anticipate starting up business again in the near future, this is the path I usually recommend. This is because the ACC's Corporate Filings division is primarily a ministerial body.  In other words, it does not really review or investigate accidental or fraudulent corporate or LLC filings. For this reason, there is…
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Due Diligence Essential for Businesses When Leasing Space

Due Diligence Essential for Businesses When Leasing Space

Commercial Leases, Contracts, Real Estate
All too often in the commercial real estate world, we think about due diligence strictly as it applies to the purchase of commercial property or land. However, doing thorough due diligence can be just as important for a business looking to lease commercial space (whether office, retail, or industrial). A recent case that came to our office illustrates this. The tenant was a business looking to move into an older yet upscale retail shopping center in North Scottsdale. The tenant had been unhappy in their current location and with their current landlord and its property manager for many years. They were eager to move and the space at issue was a second floor one in the shopping plaza they had been dreaming about moving to for awhile. The tenant's business…
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LLC Operating Agreement should clearly spell out Ownership Interests

LLC Operating Agreement should clearly spell out Ownership Interests

Business Formation, Entity Formation, Limited Liability Company, Operating Agreement
A situation that came to us recently highlights the importance of having ownership percentage interests spelled out clearly in your Arizona limited liability company's Operating Agreement. Jay and Pat: a cautionary tale A person we'll call “Jay” was in business with his partner “Pat”.  The two had met because their kids were in after school activities together.  It turns out Pat had a great product but lacked people skills and was not much of a salesperson.  Jay, on the other hand, loved people and was born to sell.  After sampling the product one day, Jay asked if he could sell the product for Pat and receive a percentage of sales.  Pat thought that this was a great idea, to the point of turning around that very day day and forming an…
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