NCP Members


As previously analyzed, the California Supreme Court has approved the use of forum selection clauses, and such contractual clauses will be upheld absent a showing that enforcement would be unreasonable. See Smith, Valentino & Smith, Inc. v. Superior Court, 17 Cal. 3d 491, 551 P.2d 1206, 131 Cal. Rptr. 374 (1976). Since that time, the issue of the validity of a forum selection clause has been litigated on several occasions. In a majority of the cases, the clauses have been upheld. However, in certain limited and narrow circumstances, the courts have found a forum selection clause to be unreasonable, and thus Read the rest…

In a normal limited partnership situation, if a judgment creditor of a limited partner wishes to collect on a personal debt, the creditor can only obtain a charging order, which gives the creditor only the rights of an assignee of the partnership interest. See Nevada Revised Statutes (NRS) 88.535. (The same holds true for a member of a limited liability company (LLC). NRS 86.401.)

Suppose a situation wherein the general partner was a corporation, and the owners of the corporation were also the limited partners. The laws of Nevada apparently will allow this. See NRS 88.469 (a “person” can be both a Read the rest…

It is a common occurrence in our litigious society for someone to face a lawsuit. If one loses such a lawsuit, can they lose their ownership in a business, even if the lawsuit did not involve the business in any way? Unfortunately, the answer is “yes.”

As a general rule, shares of stock in any type of corporation are personal property. See Keith Paul Bishop, Nevada Law of Corporations & BusinessOrganizations (Aspen Law & Business 1998), § 5.10 at 5-21. Similar to real property, all personal property is subject to execution by a judgment creditor against a judgment debtor, unless the particular property Read the rest…

The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) of 1980 can pose an unexpected liability for any property owner or operator of property if hazardous substances are released into the environment. If one fits within the statute they are liable, as the statute imposes strict liability and offers few defenses.

In recent years, several CERCLA cases have arisen affecting real estate in Ohio. One example is Stychno v. Ohio Edison Co., 806 F. Supp. 663 (N.D. Ohio 1992). Here, Stychno was the owner of a parcel of real estate in Warren, Ohio. Ohio Edison was a former owner of the Read the rest…

Liability under CERCLA is rather Draconian. Any person who “operates” a facility and pollutes it is liable, even if the person is “a saboteur who sneaks into the facility at night to discharge its poisons out of malice.” United States v. Bestfoods, 524 U.S. 51, 65 (1998). Because of the nature of the statutory scheme, the discharge of even a minute amount of seemingly innocuous material can lead to liability. This is demonstrated by the following cases.

In Dartron Corp. v. Uniroyal Chem. Co., 917 F. Supp. 1173 (N.D. Ohio 1996), the plaintiff alleged that the defendant contaminated the property Read the rest…