Blog

Finding out which state to incorporate one’s business is an important step for any company. For many years now, Delaware has been considered the best state to incorporate in. However, recently, California has made strides in exhibiting itself to be a strong environment to start a business. Both states have their pros and cons related to this issue, and each company must make a unique decision tailored to their business on which factors are more important to them. Delaware is known to be extremely legally and economically friendly to businesses, and it is the reason the state houses almost two million businesses. Delaware corporate law is known to be flexible with respect to shareholder rights and company structure (Stripe). It is known to be a merger friendly state and valuable for those investing in venture capital or private equity. Delaware also has its own, unique court called the Court of Chancery dedicated to corporate issues. The Court of Chancery makes decisions only through judges, which are assigned based on merit, and it has been established for many years now (Stripe). Delaware is also known to be a tax friendly state. It does not have income tax for businesses which are based outside of Delaware. In addition, any company that is incorporated in Delaware but does not practice business in the state, does not have to pay the state’s corporate income tax (Stripe). Company shareholders who do not live in Delaware also do not need to pay taxes on their shares. Investors are also more likely to invest in Delaware businesses due to their business and shareholder friendly laws and easy access to incorporation. Despite all these benefits to incorporating in Delaware, there are also a few downsides to doing so. Regardless of whether a business practices in Delaware or not, any company that incorporates there must pay an annual franchise tax which can range from $175 to $200,000 (Stripe). In addition, any company in Delaware that is incorporated but does not practice there, is required to identify as a foreign entity and will therefore be subjected to much more paperwork (Stripe). Finally, Delaware’s corporate laws are known to be advantageous to larger companies but are not friendly toward smaller businesses and startup companies. This may deter some people from starting and incorporating a business in Delaware. Incorporating business in California also has various different benefits. California businesses which do business inside the state are especially at an advantage. This is because local businesses obviously do not need to identify as a foreign entity in California, and therefore they will have to deal with far less paperwork (Stripe). In addition, California businesses have higher credibility and name recognition with distributors, investors, and customers because of the value that California’s market has. Furthermore, California law is also known to shield minority shareholders from unfair or discriminatory practices or treatment (Stripe). Finally, California is well known for startups and innovation, especially in the technology sector centered around Silicon Valley. Many of the corporate laws in California tend to be more favorable towards up-and-coming businesses incorporated in the state. While there are great pros to incorporating in California, there are also some cons which may concern business owners. California has a higher base level of minimum taxes, which is about $800 annually regardless of the company’s income (Stripe). In addition, California is also generally stricter and more scrutable with laws involving privacy, labor, and EPA standards (Stripe). California’s high cost of living and tax laws are also a major deterrent from businesses setting up shop in the state. Overall, both Delaware and California have strong advantages and disadvantages of incorporating a business in each respective state. A business owner must make a choice of where to incorporate based off of factors which are important to them. Delaware is known for flexible corporate laws, the respected Court of Chancery, increased privacy for businesses, and being friendly to investors and large corporations. On the other hand, California corporate law is protective of its employees, highly credible, and better for new businesses and startups. Finding a state to incorporate one’s business is a crucial decision and both Delaware and California are good options. Works Cited Stripe. (2023a, November 29). Incorporating in Delaware vs. California: How to decide. Stripe. https://stripe.com/resources/more/incorporating-in-delaware-vs-california Before you establish your business, it is vital to meet with our legal team. We can discuss your specific situation and any business needs you want to meet. The San Ramon business formation lawyers at Jahangiri Law Group, APC take as much time as is necessary to make sure that you are secure in your decision. JAHANGIRI LAW GROUP handles matters involving contracts (written and oral), trials, arbitrations and appeals in the areas of business, corporate, commercial, and real estate litigation, and transactional law. We offer services to diverse cultures and can assist in Urdu, Hindi, Punjabi and Spanish. We are based in San Ramon, California, but provide services throughout the entire San Francisco Bay Area. We are open from 9:00 a.m. to 5:00 p.m., Monday to Friday. To make an appointment please call 925-574-0100.

AI, otherwise known as artificial intelligence, has taken the entire planet by storm in recent years. It has impacted different economic sectors and career paths, including the legal world. In fact, there are rumblings that AI can be a person’s new legal assistant and can replace attorneys altogether. While AI is an incredibly useful tool, it is still far from becoming a virtual, efficient, and accurate lawyer. As the technologies used in AI continue to develop, the workers in the legal profession, especially in California, are investigating AI and trying to uncover its possible issues, while also attempting to use it effectively and efficiently. While AI is an incredible, versatile online tool, it cannot be blindly trusted for legal knowledge or advice. AI can be used as a starting point for a legal question or topic, but it cannot always be trusted to answer specific or unique legal issues. Many lawyers have claimed that their clients have been misled by legal advice from AI tools, because the advice dispensed from the website did not address the client’s unique circumstances. Attorneys have also complained that while researching a certain topic using AI, the tool has often created its own fictional cases which mistakenly seem to fit within that specific legal topic. If or when AI improves, it may be possible that legal advice from it can be more trusted. Until then, any legal “answers” gathered from AI should be taken with a grain of salt by both the general public and lawyers. Similar to other courts across the country and the world, California courts yearn to learn more about AI and its possible uses in the legal realm. On May 17, 2024, the Chief Justice of California, Patrice Guerrero, led the launch of a brand-new judicial branch task force. The goal for this task force was to examine and weigh any potential benefits and risks of AI in order to assist and protect courts and public citizens. Justice Guerrero emphasized that it was necessary to vet any potential downfalls of AI before completely advocating for it to be used in courts. The branch hopes to emphasize focus on three main points with this new project. Firstly, it hopes to develop a task force on AI which looks into different aspects including court rules, educational programs, legislation, and policies involving both old and new technology. The second goal is to work with the numerous ethics committees in the Supreme Court and create a guide for judicial officers working with ethical dilemmas involving generative AI. Finally, the last goal is to educate the court and judicial workers on the ins and outs of AI, including core information such as its uses, benefits, and potential risks. Members of the task force emphasized that AI could be useful for certain tasks involving management and administration of the court. They also stated that legal research could be done more extensively and efficiently with AI. Another potential benefit is that AI could allow more of the public to have access to legal services that they otherwise may not have been able to have. AI could educate the layperson on court procedures and forms to an adequate level at an efficient pace. However, the final consensus of California courts was that as great as AI could possibly be for the legal world in the future, and that while AI is a legal aid tool at the present, it cannot be a replacement for critically making judicial decisions and creating legislation. In conclusion, AI will continue to develop and be a part of the legal profession for years to come. Despite that, it is unwise at this time to fully trust and depend on AI for legal decisions. This California judicial branch task force focused on AI will help educate the public on AI’s benefits and pitfalls. However, it will likely take some time to gather enough data before making any conclusions on AI’s abilities in the legal world. Until then, the public must wait and use AI sparingly when encountered with a legal problem. Works Cited Corren, B. (2024, May 17). Chief justice creates task force on use of Generative AI in the California Courts. California Courts Newsroom. https://newsroom.courts.ca.gov/news/chief-justice-creates-task-force-use-generative-ai-california-courts JAHANGIRI LAW GROUP handles matters involving contracts (written and oral), trials, arbitrations and appeals in the areas of business, corporate, commercial, and real estate litigation, and transactional law. We offer services in Urdu, Hindi, Punjabi and Spanish. We are based in San Ramon, California, but provide services throughout the entire San Francisco Bay Area. We are open from 9:00 a.m. to 5:00 p.m., Monday to Friday. To make an appointment please call 925-574-0100.

Non-compete agreements have long been a controversial part of employment contracts around employment, especially in California. Essentially, these agreements are clauses in employment contracts which forbid an employee to compete with an employer for a period of time after their employment comes to a close. In addition, this agreement ensures that the employee will not expose any private information that he or she learned while working at the company and generally prevents that employee from starting a similar business or working for a competitor. The attitude and perception of these non-compete agreements in California employment contracts have continued to develop and evolve with the enactment of the new rules. Throughout most of California’s history, the state has generally not allowed agreements which prevent employees from leaving their employer to compete with them in their industry or area. In fact, non-compete agreements in employment are mostly void under Sections 16600, 16601, and 16602.5 of the California Business and Professional Code. The state has emphasized that non-compete agreements are generally too restrictive contractually. In addition, these agreements go against California policies and laws which encourage and promote economic growth, employee freedom, healthy business competition, and employment mobility. California is one of the few states in the country that prohibits almost all non-compete agreements, other than a small number of exceptions. The new laws regarding non-compete agreements are meant to build on what the state already prohibits regarding employment contracts. The two new amendments which were passed on January 1, 2024, S.B. 699 and A.B. 1076, continue to ban almost all non-compete agreements, but they now also allow employees to sue an employer for trying to or actually enforcing a non-compete agreement against them. The extent to which an employee can sue even extends to non-compete agreements which were created in another state. If an employee wins a case involving a non-compete agreement, he or she will be granted recovery for their damages and they are also immune from paying any attorney fees. Furthermore, the amendments require that employers give a written notice to any present or former employees who were employed after January 1, 2022, that any previously signed non-compete agreements are now void. An employer who fails to provide this particular notice may be fined $2,500 per violation. Essentially, these new laws regarding non-compete agreements continue to ban them in California, while also increasing consequences for employers who fail to comply. California’s future regarding employment contracts will be complex, as the state, their employers, and employees attempt to navigate the new, complex non-compete rules and its consequences. Employers now need to be even more careful when drafting employment contracts which are compliant with the law, while also ensuring that the company is not susceptible to losing the privacy of their private employment details and secrets. In addition, more issues and questions may rise regarding non-compete agreements for remote employees or contract workers. While there will continue to be uncertainty surrounding the legal issues of the new non-compete rules, there is confidence that both California policymakers and the state’s workers will find a balance, ensuring continued economic growth for one of the most economically fruitful states in the country. JAHANGIRI LAW GROUP handles matters involving contracts (written and oral), trials and appeals in the areas of business, corporate, commercial, and real estate litigation, and transactional law. We offer services in Urdu, Hindi, Punjabi and Spanish. We are located in San Ramon. We are open from 9:00 a.m. to 5:00 p.m., Monday to Friday. To make an appointment please call 925-574-0100.

When a Property May be Partitioned A partition action is a lawsuit in which a co-owner requests that the court divide the property or its sale proceeds. Three types of partition are: · Physical division of the property. (Code Civ. Proc. §§873.210 – 873.290.); · Sale of the property and division of the proceeds. (Code Civ. Proc. §§873.510 – 873.850.); and · Partition by appraisal under which any of the parties may acquire the interests of others at their value as assessed in a court-ordered appraisal. (Code Civ. Proc. §§ 873.910 – 873.980.) A partition proceeding is statutory in origin but it is one in which the trial court makes its ruling based on equitable considerations. Any partition must comply with any applicable laws, regulations, or ordinances governing the division of property. (Code Civ. Proc. §872.040). There is essentially only one basic requirement for a partition: That the property is co-owned. The only evidence that a plaintiff in a partition will need is evidence that they are a co-owner. The most common form of evidence of co-ownership is a deed recorded in the county recorder where the property is located identifying the grantee (transferee/buyer/recipient) as the co-owner. Regardless of whether your co-owner rented out the property, occupies it themselves, runs a business at the property, or the property suffers from some serious detriment, each co-owner has the right to a partition. The court in a partition will not weigh whether or not the partition seems “fair” for the parties. A co-owner of real property may file an action for partition, severing unity of possession in that property. This process is governed by Code Civ. Proc. §872.010, et seq. Accounting and Compensatory Adjustments The court may, in all cases, order allowance, accounting, contribution, or other compensatory adjustment among the parties according to the principles of equity. (Code Civ. Proc., §872.140.) The Court in Wallace v. Daley (1990) 220 Cal.App.3d 1028, 1036 states: “Every partition action includes a final accounting according to the principles of equity for both charges and credits upon each co-tenant’s interest. Credits include expenditures in excess of the co-tenant’s fractional share for necessary repairs, improvements that enhance the value of the property, taxes, payments of principal and interest on mortgages, and other liens, insurance for the common benefit, and protection and preservation of title.” Is the Cotenant Not In Possession Entitled to the Fair Rental Amount Each tenant in common has a right to occupy the property and one cannot collect rent from another who has exercised that right. (Nevarov v. Nevarov (1953) 117 Cal.App.2d 581, 585.) Generally, a claim for the implied rental value of exclusive possession by one co-owner depends upon a showing of actual ouster. “In order for a cotenant who is not in possession to recover the rents and profits, or the value of possession, from the cotenant in possession, they must establish that there has been an ouster….” (Estate of Hughes (1992) 5 Cal. App. 4th 1607, 1612.) An ouster, in the law of tenancy in common, is the wrongful dispossession or exclusion by one tenant of his cotenant or cotenants from the common property of which they are entitled to possession. The ouster must be proved by acts of an adverse character, such as claiming the whole for himself, denying the title of his companion, or refusing to permit him to enter. Actual or constructive possession of the ousted tenant in common at the time of the ouster is not necessary. (Zaslow v. Kroenert (1946) 29 Cal. 2d 541, 548.) Tenants in common have the right to occupy the subject property. (Brunscher v. Reagh (1958) 164 Cal.App.2d 174, 176.) When one tenant in common occupies the property, the out-of-possession cotenant is generally not entitled to recover the rental value of the property from the cotenant in possession. (Id. at pages 176–177.) Attorney’s Fees and Costs of Partition The court shall not apportion the costs of partition to any party that opposes the partition unless doing so is equitable and consistent with the purposes of this chapter. (Code Civ. Proc. §874.321.5) The costs of partition include reasonable attorney’s fees incurred or paid by a party for the common benefit. (Code Civ. Proc. §874.010.)  Code Civ. Proc. §874.040 states that the court shall apportion the costs of partition among the parties in proportion to their interests or make such other apportionment as may be equitable. JAHANGIRI LAW GROUP handles trials and appeals in the areas of business, corporate, commercial, and real estate litigation, and transactional law. We offer services in Urdu, Hindi, Punjabi and Spanish. We are located in San Ramon. We are open from 9:00 a.m. to 5:00 p.m., Monday to Friday. To make an appointment please call 925-574-0100.

An essential element of an enforceable contract is consideration. Consideration is any benefit conferred, or agreed to be conferred, upon the promisor [a person who makes a promise] by any other person, to which the promisor is not lawfully entitled, or any prejudice suffered, or agreed to be suffered, by such person, other than such as he is at the time of consent lawfully bound to suffer, as an inducement to the promisor, is a good consideration for a promise. (Civ. Code, § 1605)

WRIT OF SUPERSEDEAS How to request a stay of a judgment or order issued by a trial court pending an appeal if you believe that, without a stay, you will suffer serious harm? Your opponent obtains a judgment or order in the trial court, and you appeal. Normally, the trial court order is not stayed automatically and by the time your appeal is decided, your opponent may have already enforced the judgment or order against you. This may result in severe prejudice to you if you ultimately prevail on your appeal and the judgment or order is overturned.  What is the Writ of Supersedeas? The writ of supersedeas is issued by appellate court to lower court, directing that enforcement of judgment be stayed pending appeal, when relief is necessary to protect appellant from serious injury in case of reversal, and will not cause respondent disproportionate injury in case of affirmance. [1] A petition for a writ of supersedeas is presented to the court of appeal to request that the court maintain the subject of the action in status quo until final determination of the appeal. Purpose of writ of supersedeas is to maintain status quo. [2] An appellate court may grant a writ of supersedeas when a denial of a stay of enforcement would deprive the appellant of the benefit of a reversal of the judgment against him or her, provided, of course, that a proper showing is made. [3] Appellate court has inherent power to issue process necessary to protect its appellate jurisdiction and to insure that rights of appellant will not be destroyed by mere passage of time necessary to prosecute appeal. [4] The writ of supersedeas has long been recognized to be an attribute of the inherent power of the courts to preserve their own jurisdiction. The power to issue the writ is implied from the power to hear appeals. [5] What is the Process of Applying for a Writ of Supersedeas? Stay proceedings may be initiated by filing a petition for writ of supersedeas in the court of appeal. [6] Appellant prepares, serves, and files a verified petition for writ of supersedeas with the court of appeal in which the appeal is pending. [7] The petition bears the same title as the appeal and contains a statement of the necessity for the writ and supporting memorandum. [8] The cover must bear the conspicuous notation "STAY REQUESTED," and identify the nature and date of the proceeding or act sought to be stayed. [9] The writ will not issue until respondent has had an opportunity to file a memorandum and a statement of any material facts in opposition. Unless otherwise ordered, any opposition must be filed within 15 days after the petition and supporting points and authorities are filed. [10] If the record on appeal has not yet been filed in the court of appeal, the petition must contain a copy of the judgment, the date of its entry, the fact and date of filing of the notice of appeal, and a statement of the subject matter of the appeal sufficient to advise the reviewing court of the question involved. [11] Issuance of writ of supersedeas is precluded if appeal is no longer pending and judgment has become final. [12] Under What Conditions is a Writ of Supersedeas Issued? Appellate courts may grant supersedeas when the denial of a stay would deprive appellant of benefit of a reversal of judgment. [13] An appellate court may issue a writ of supersedeas on any conditions that that court deems just or appropriate under the circumstances. [14] The most common condition imposed on granting a writ of supersedeas is that an undertaking be filed, and the practice is to require approval of the sufficiency of the bond by the presiding judge of the lower court. [15] As a practical matter, it is very difficult to obtain a writ of supersedeas and they are rarely granted. At a minimum, you must be able to demonstrate that you cannot afford a bond, that the issues in the appeal are significant, and that there is a strong likelihood of obtaining a reversal. JAHANGIRI LAW GROUP handles appeals in the areas of business, corporate, commercial, and real estate litigation, and transactional law. We offer services in Urdu, Hindi, Punjabi and Spanish. We are located in San Ramon. We are open from 9:00 a.m. to 5:00 p.m., Monday to Friday. To make an appointment please call 925-574-0100. [1] California Table Grape Com. v. Dispoto (1971) 14 Cal. App. 3d 314, 316 [2] Dry Cleaners & Dyers Institute v. Reiss (1936) 5 Cal. 2d 306, 310 ; Sacramento Newspaper Guild v. Sacramento County Bd. of Supervisors (1967) 255 Cal. App. 2d 51, 53 [3] Deepwell Homeowners' Protective Asso. v. City Council of Palm Springs (1965) 239 Cal. App. 2d 63, 65-66 [4] Adoption of Pierce (1970) 5 Cal. App. 3d 316, 320 [5] People ex rel. S. F. Bay etc. Com. v. Town of Emeryville (1968) 69 Cal. 2d 533, 538 [6] Cal. Rules of Ct., Rule 8.112 [7] Cal. Rules of Ct., Rule 8.112 [8] Cal. Rules of Ct., Rule 8.112 [9] Cal. Rules of Ct., Rules 8.40(c) , 8.116 [10] Cal. Rules of Ct., Rule 8.112 [11] Cal. Rules of Ct., Rules 8.40(c) , 8.112 [12] In re Christy L. (1986) 187 Cal. App. 3d 753, 758-759, 232 Cal. Rptr. 184 [13] People ex rel. S. F. Bay etc. Com. v. Town of Emeryville (1968) 69 Cal. 2d 533, 537 ; Deepwell Homeowners' Protective Asso. v. City Council of Palm Springs (1965) 239 Cal. App. 2d 63, 65-66 [14] Kane v. Superior Court (1995) 37 Cal. App. 4th 1577, 1587 n. 6 [15] Sandell, Inc. v. Bailey (1961) 193 Cal. App. 2d 518, 520

An expert witness is a witness permitted to testify during a trial because of their proficiency or special knowledge in a field relevant to the case. According to California Evidence Code §720, a person is qualified to testify as an expert if he has special knowledge, skill, experience, training, or education sufficient to qualify him as an expert on the subject of his testimony. Expert witnesses are used to simplify complex topics that are relevant to a case. In practice, categories of expert witnesses have included medical experts, forensic experts, financial experts, mental health experts, securities experts, and many more. Expert witnesses must provide independent, impartial, and unbiased evidence to the court using their expertise. During a trial, experts may be called to testify whether the evidence supports testimony from other witnesses. Experts can also opine on the accuracy of certain statements made during the trial. However, expert testimony can be excluded in certain situations. Expert testimony will be excluded when the subject of inquiry is one of such common knowledge that individuals of ordinary education could reach a conclusion as intelligently as the expert witness. Furthermore, the trial court may exclude expert opinion testimony that is (1) based on matter of a type on which an expert may not reasonably rely, (2) based on reasons unsupported by the material on which the expert relies, or (3) speculative. JAHANGIRI LAW GROUP specializes in business, corporate, commercial, and real estate litigation, and transactional law. We offer services in Urdu, Hindi, Punjabi and Spanish. We are located in San Ramon. We are open from 9:00 a.m. to 5:00 p.m., Monday to Friday. To make an appointment please call 925-574-0100. References: - Thus, expert testimony will be excluded when the subject of inquiry is one of such common knowledge that men of ordinary education could reach a conclusion as intelligently as the expert witness, as held in Burton v. Sanner (2012) 207 Cal.App.4th 12, 19. - Evidence Code §801(b) and §802 - Evidence Code §801(a) holds that expert witness testimony must relate to a subject that is sufficiently beyond common experience that the opinion of an expert would assist the trier of fact. California Evidence Code §720

Statute of Frauds is a common law doctrine that requires certain types of contracts to be in writing to be enforceable. The Statute of Frauds is satisfied if the contract is evidenced by a writing or writings, contains the essential terms of a contract, is signed by the relevant parties against whom the contract is to be enforced, and has enough information to evidence the parties' intent to enter into a contract. As applied in California, the statute generally requires the following types of contracts to be in writing to be legally binding: Contracts that cannot be completed in less than one year. Contracts for the sale of land. Contracts for the sale of goods above a specific dollar amount, typically $500. A contract in which one person promises to pay another person’s debt. To satisfy the requirement of the Statute it is not necessary that the writing be in the form of a formal contract, as long as it contains the material terms. The Statute of Frauds applies only to breach of a contract claims when assessing the validity and enforceability of the contract. It does not apply to any other causes of action. However, in some situations, unwritten agreements that would ordinarily require a written contract under the Statute of Frauds may still be enforceable. One exception to the Statute of Frauds is partial performance. For example, if there is no written contract but the buyer in the alleged contract has paid any portion of the sale price, has begun to permanently improve the land, or has taken possession of the land, the courts will consider the contract partially performed, and this partial performance will amount to proof of the contract. JAHANGIRI LAW GROUP specializes in business, corporate, commercial, and real estate litigation, and transactional law. We offer services in Urdu, Hindi, Punjabi and Spanish. We are located in San Ramon. We are open from 9:00 a.m. to 5:00 p.m., Monday to Friday. To make an appointment please call 925-574-0100 . 

A complaint is one of the most important documents in civil procedure. Complaints are served by summons and defendants must respond to the complaint.