Burkhalter Kessler Clement & George LLPBurkhalter Kessler Clement & George LLP2026-10-06T03:24:17Zhttps://www.bkcglaw.com/feed/atom/WordPress/wp-content/uploads/sites/1103897/2019/09/cropped-512-512-32x32.jpgOn Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[3 concerns when acquiring another auto dealership]]>https://www.bkcglaw.com/?p=564142026-10-06T03:24:17Z2026-10-06T03:24:17ZAuto dealerships often have agreements with specific manufacturers. There may be restrictions on direct competition in areas with other licensed salespeople representing the same brand, which can hamper expansion.
Existing dealerships can limit expansion opportunities for others in the same market. One way to overcome that limitation is to buy out a competitor. Those considering an acquisition or merger related to an auto dealership may need legal guidance to effectively address the three concerns below.
1. Establishing a fair price
Determining the fair market value of an auto dealership can be very challenging. Business leaders may need help assessing the assets of a competing dealership and estimating its future sales for the purpose of calculating a purchase price.
2. Addressing liability
There's also the possible risk of litigation that relates to prior transactions conducted by the acquired dealership. Buyers who allege fraud or other forms of dealership misconduct could take legal action against the party who acquired the dealership if appropriate legal protections are not in place. Support while negotiating the purchase agreement can help buyers minimize acquisition liability.
3. Retaining talent
The salespeople, mechanics and other professionals running a dealership are among the most valuable assets the organization has. Taking steps to retain those workers and to prevent the former owner who sells from hiring them away shortly after the transaction can be an important step.Working with an attorney familiar with auto dealership law can take some of the risk out of a purchase. Owners hoping to expand may need help ensuring they protect themselves from liability, avoid overpaying and do not face unfair competition in the future.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[How can businesses prove tortious interference in California?]]>https://www.bkcglaw.com/?p=564092026-09-29T15:11:07Z2026-09-29T15:09:17ZNot every aggressive business move is fair game. When a third party steps in and deliberately disrupts your agreements or business relationships, that behavior may go beyond tough competition. In California, it could be a case of tortious interference and your business has the right to address it.
What is tortious interference?
To understand your options, start by knowing what tortious interference means. It is a civil wrong that occurs when an outside party unlawfully undermines an existing agreement or ongoing business dealing, leading to financial damage.This differs from a standard failure to honor an existing agreement, where one party fails to hold up their end of the deal. In that case, the issue stays between the parties involved. Tortious interference, however, involves an outsider who improperly meddles in that relationship without any right to do so.
How can it hurt your business?
Once you understand what it is, the next question is what it actually costs your business. The damage can show up in several ways. You may lose revenue when a key deal falls through. You may also face operational delays when a supplier or partner suddenly pulls out. Beyond that, your reputation can suffer when clients begin to question your reliability. On top of that, legal costs can add up quickly. Together, these effects can slow your growth and put your business at a disadvantage.
Five elements you need to prove your claim
Understanding the damage is only the first step. If you believe a third party has targeted your business, California law gives you a path to pursue a claim. To move forward, you need to establish five key elements. Here is what you must be able to prove:
Existence: You had a standing agreement or active business connection at the time of the interference.
Knowledge: The interfering party knew about that agreement or flexible arrangement before they acted.
Intent: The outside party deliberately acted to disrupt or break the deal.
Improper Conduct: The outside party acted in a wrongful, deceptive or illegal manner, going beyond standard competition.
Damages: Your business suffered a real and measurable financial loss as a direct result of the interference.
Each element carries weight and you need to support all five to build a strong claim. Missing even one can weaken your case. That is why documenting your agreements, communications and financial losses from the start puts you in a stronger position when it matters most.
Protect your contracts from foul play
With those elements in mind, it becomes clear why early preparation matters. Not every competitor plays fair and some third parties will use improper tactics to gain an edge. Knowing these five elements helps you recognize when a situation moves beyond aggressive competition and into territory that California law does not allow.The earlier you identify what is happening and start building your record of evidence, the better positioned your business will be. Protecting your agreements and anticipated business dealings starts with knowing your rights and taking the right steps before a situation becomes harder to address.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[Does a commercial lease protect one’s right to buy the space?]]>https://www.bkcglaw.com/?p=564062026-09-28T22:18:42Z2026-09-28T22:18:42ZHow does the right of first refusal work?
The right of first refusal is essentially a clause acknowledging the potential buying rights of a tenant or other party with a contractual interest in a property. The right of first refusal does not necessarily guarantee that the landlord must accept an offer, especially if the property is likely to bring in more money on the open market.
However, landlords do generally need to honor the right of first refusal by advising business tenants of their intent to list the property and granting them an opportunity to make an offer. In scenarios where landlords sell a leased property without providing that opportunity to a tenant, litigation could help resolve the scenario. Buyers may have the option of taking legal action to halt a pending transaction or even seek damages due to the landlord’s refusal to uphold the terms of the lease agreement.
Reviewing the terms of a lease and the listing for a property with a commercial real estate lawyer can help business leaders determine if a contract violation has occurred. Successful real estate litigation can help people enforce contracts or offset losses sustained due to a landlord's refusal to honor an agreement.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[When a service provider lies about licensing or insurance]]>https://www.bkcglaw.com/?p=564022026-09-18T08:56:28Z2026-09-16T14:33:13ZLitigation may be necessary
In some cases, a lack of credentials or insurance may only come to light after an incident occurs. If an outside party attempts to file an insurance claim or files a formal complaint with state regulators, the investigation process may uncover the fact that a service provider contracted by a company did not have mandatory state licenses or adequate insurance. Legal action can often protect an organization by holding a service provider who misrepresented their circumstances directly responsible.
Ideally, the agreement signed with the service provider includes details about professional expectations, including the need to maintain specific licenses or carry a minimum amount of professional insurance. Without a contract requiring baseline protections and certifications, communications or advertisements holding the service provider out as licensed and/or insured could support the claim that they engaged in fraud to secure a contract.
Business leaders frustrated by manipulative and deceptive service provider tactics may need help assessing the situation and responding effectively. The guidance of a business law attorney can make it easier to hold service providers accountable for verifiable misconduct or breaches of contract.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[California LLC members: What to do when a partner breaches]]>https://www.bkcglaw.com/?p=563872026-09-07T12:51:44Z2026-09-07T12:50:59ZWhat duties LLC members owe each other
When all members share in running the business, each one owes the others two core obligations to the business and to each other.
The loyalty obligation requires members to act in the LLC's interest, avoid competing with it and refrain from personal dealings that conflict with it. The care obligation requires members to act responsibly and avoid conduct that is reckless, intentionally harmful or in knowing violation of the law.
When a manager runs the business instead, only that manager carries these obligations by default. However, if your operating agreement specifically states that members owe these duties to each other, those terms are still enforceable under California law.
Common ways LLC partners breach those duties
Most breaches do not happen overnight. They develop over time as one member works to gain the upper hand. Common scenarios include:
Self-dealing: Entering into transactions that personally enrich one member while shortchanging the company.
Diverting business opportunities: Steering contracts or clients into a competing venture.
Misappropriating funds: Making unauthorized withdrawals or using company assets for personal expenses.
Blocking access: Refusing to share financial records or excluding a co-member from management decisions.
Improper competition: Operating a competing business while still owing obligations to the LLC.
Recognizing these patterns early gives you a better chance of preventing the damage.
What legal remedies are available to you
California law provides several meaningful remedies when a co-member violates these obligations:
Claim for financial harm: You can sue for damages, including profits the other member wrongfully obtained.
Judicial dissolution: A court can order the LLC dissolved when a co-member's conduct makes it unreasonable to continue operating.
Court-ordered buyout: To avoid dissolution, the LLC or members holding 50% or more of the voting interests may elect to buy out the petitioning member at fair market value under court supervision. In practice, the threat of dissolution often forces a fair negotiation.
Injunctive relief: If harmful conduct is ongoing, you can ask a court to step in and stop it immediately.
Which remedy makes the most sense depends on your goals, the severity of the breach and how quickly you need relief.
Taking action before the damage gets worse
Every day a breach continues, more assets can be diverted and more records can disappear. Preserve financial records and communications early and move before the other side has time to restructure assets or strengthen their position.
If you are an LLC member in California and a co-member is undermining the business, speaking with a business litigation attorney early in the process can make a significant difference in the outcome.
]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[When the assessed value for a commercial property skyrockets]]>https://www.bkcglaw.com/?p=563692026-09-18T08:57:56Z2026-08-30T00:10:56ZOwners can appeal their assessment
County authorities set the taxable value for a property by establishing an assessed value for the property. The assessment process may involve a cursory inspection of the property, often conducted as a drive-by. Other times, assessors depend on public records, including information about the commercial property and details about other recent transactions for similar properties in the area.
The assessed value of a property can increase rapidly in cases where local property values soar. Businesses may then struggle to cover property tax obligations, putting them at risk of falling behind.
In cases where a dramatic increase in the assessed value for a property makes tax obligations problematic, it may be possible to challenge the change in the property’s assessed value. Direct negotiations with local authorities can sometimes result in a revised assessed value for the property. Other times, a formal appeal might be necessary.
An attorney familiar with property tax assessment appeals and other aspects of real estate law can help commercial property owners protect their investments. For starters, reviewing an assessment and comparing it to the prior year can help people determine if an increase in assessed value may be unreasonable.
]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[5 essential steps to ending a California business partnership]]>https://www.bkcglaw.com/?p=563662026-08-27T12:30:04Z2026-08-27T12:29:35ZStart with your partnership agreement
The partnership agreement is the foundation of any business split. This document sets the rules for how partners can exit. It may also outline how to value the business and divide shared assets. If your agreement covers these points, the process tends to move faster.
Understand your legal options
California offers partners a few different legal paths when ending a business relationship:
Formal dissociation: A partner officially withdraws from the partnership while the business continues operating without them
Buyout: One partner purchases the other's ownership interest and continues running the business alone
Full dissolution: Both partners agree to close the business entirely, divide remaining assets and move on separately
Choosing the right path depends on your agreement and the current state of the business.
Determine the business valuation
Knowing what the business is worth matters before dividing anything. Your partnership agreement may already outline how to get that number. If it does not, an independent appraiser may be able to help. California courts require that assets be split fairly during a dissolution. Settling on a clear number early can help prevent disputes.
Divide finances and assets fairly
Dividing assets is often the hardest part of any split. California law sets a clear order for distributing assets during a dissolution. The business pays creditors first. Partners who loaned money to the business get repaid next. Each partner then takes a share of what is left based on their ownership interest.
Keep communication professional
Hostile exchanges often escalate into expensive litigation. Even when tensions are high, keeping discussions constructive can help both partners reach an agreement more efficiently. Verbal agreements can also cause problems later. Having a formal separation agreement can cover asset division, debt responsibility, non-compete clauses and confidentiality terms. This documentation protects both parties if disputes come up later.
Planning for a smooth separation
A clean business split often comes down to how both partners handle the process. Taking a professional approach can help preserve the relationship and make the transition easier for everyone. Both partners can then close this chapter and move forward with confidence.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[How to fight minority shareholder freeze-outs in California]]>https://www.bkcglaw.com/?p=563642026-08-26T11:11:08Z2026-08-26T11:11:08ZCommon freeze-out tactics by majority shareholders
Freeze-outs rarely happen all at once. They build through a pattern of conduct designed to erode your position and pressure a discounted exit. Common tactics include:
withholding dividends while majority shareholders pay themselves inflated salaries
blocking access to financial records, board minutes and company financials
diluting your ownership through new share issuances without legitimate business justification
removing you from the board or management without cause
pushing a forced buyout at a valuation well below fair market value
In a privately held company with no public market for your shares, these tactics can make your stake effectively worthless if you do not act.
What California law allows you to do
California law gives minority shareholders specific legal remedies.
Inspection rights: You have the right to inspect corporate books, financial statements and board minutes. If the corporation refuses, you can petition the court to compel access. Financial records often reveal the full scope of what the majority has been doing.
Dissolution and the buyout remedy: If you own at least one-third of the company's shares and the majority has acted unfairly, fraudulently or mismanaged the business, you can ask a court to dissolve the company. To stop that from happening, the majority must buy your shares at a court-supervised fair value. That threat alone is often enough to force a real negotiation.
Dividend withholding and fiduciary duty claims: If the majority is withholding dividends in bad faith, that may be grounds for a legal claim. Majority shareholders also have a legal obligation to act in your interest, not just their own. When they breach that duty through self-dealing or steering business opportunities away from the company, you may be able to recover damages.
Used strategically, these remedies can shift the balance of power back in your favor.
How to protect your position
The longer a freeze-out goes on, the harder it is to stop. Acting early matters. Start by sending a formal written demand to inspect the company's records. Save every email, financial document and notice you have received or been denied.
Pull out your shareholder agreement and check what it says about buyouts and disputes. Move before the majority has a chance to dilute your shares or shift assets around.
If you believe your stake is being squeezed out, talking to a business litigation attorney sooner rather than later may be the most important move you make.
]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[When a former auto salesperson claims wrongful termination]]>https://www.bkcglaw.com/?p=563592026-08-11T14:48:20Z2026-08-11T14:48:20ZWhen is a firing inappropriate?
Generally speaking, in at-will employment states, businesses can terminate workers without notice and without providing an official explanation. They do not need to disclose a cause to fire a worker. However, especially when not given a reason, employees may convince themselves that the firing was inappropriate and illegal, when it was really a decision made for the betterment of the business.
Wrongful termination occurs when the business fires a worker for an unlawful reason. Most wrongful termination cases involve either credible allegations of discrimination or retaliation.
Discrimination involves an employer unfairly considering a worker’s protected characteristics when making employment decisions. If a worker believes they lost their job due to their sex, age or race, that might lead to them claiming wrongful termination. Retaliation involves an employer punishing a worker for a protected activity, such as reporting misconduct, requesting unpaid leave or attempting to unionize with their coworkers.
Those running auto dealerships may need to respond proactively to claims of former employees who alleged wrongful termination. Partnering with a legal professional who is familiar with not only state employment statutes but also auto dealership law can help frustrated owners and executives address claims of unlawful termination as effectively as possible.]]>On Behalf of Burkhalter Kessler Clement & George LLP<![CDATA[3 potential expenses to address when workers claim misclassification]]>https://www.bkcglaw.com/?p=563562026-08-01T13:31:36Z2026-08-01T13:31:36Zhas misclassified them.
Should court authorities rule in favor of employees alleging misclassification, companies may incur substantial expenses, including the three below.
1. Legal expenses
Employers may spend tens of thousands of dollars on court costs and representation during a misclassification lawsuit. In some cases, a ruling in favor of the workers could also result in the courts ordering the company to pay for the legal representation of the employees who brought the lawsuit initially.
2. Employment taxes
Employers pay certain taxes on behalf of employees that they do not cover for independent contractors. Should the courts determine that misclassification occurred, employers may face a sizable past-due tax bill for the amount they failed to pay, interest and possibly even penalties.
3. Injury-related expenses
Many misclassification lawsuits begin with an on-the-job injury that reveals a professional is not eligible for workers' compensation. Should the courts determine that the company misclassified the worker, the business may face financial losses related to an injury or work-acquired illness.
Reviewing hiring decisions with a legal professional can help employers avoid scenarios in which employees are justified in claiming misclassification. Small and mid-size businesses may need guidance to better ensure that they adhere to the law and do not expose themselves when hiring new workers, and that’s okay.]]>