LOS ANGELES BUSINESS LAW OVERVIEW
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The Los Angeles Business Law section monitors and
comments on the Securities and Exchange Commission
(SEC) and Department of Corporations legislative and
regulatory developments.
The following are explanations of select subjects
included in Los Angeles business law:
Non-profit
Organizations
(Covered in business law)
A non-profit organization is an organization incorporated
under state laws and approved by both the state's
Secretary of State and its taxing authority as operating
for educational, charitable, social, religious, civic
or humanitarian purposes. The incorporators, directors
and officers of the organization may not receive a
distribution of (any money from) profits, but officers
and management may be paid reasonable salaries for
services to the corporation. Upon dissolution of a
nonprofit corporation its assets must be distributed
to an organization existing for similar purposes under
the "cy pres doctrine." In order for contributions
to the corporation to be deductible as charitable
gifts on federal income taxes, the corporation must
submit a detailed application (with a substantial
fee) for an Internal Revenue Service ruling that it
is established for one of the specific nonprofit purposes
spelled out in the Internal Revenue Code.
Contracts
(Covered in business law)
A contract is an agreement with specific terms between
two or more persons or entities in which there is
a promise to do something in return for a consideration.
The existence of a contract requires finding the following
factual elements: a) an offer; b) an acceptance of
that offer which results in a meeting of the minds;
c) a promise to perform; d) a valuable consideration
(which can be a promise or payment in some form);
e) a time or event when performance must be made (meet
commitments); f) terms and conditions for performance,
including fulfilling promises; g) performance, if
the contract is "unilateral". A unilateral
contract is one in which there is a promise to pay
or give other consideration in return for actual performance.
A "bilateral contract" is one in which a
promise is exchanged for a promise. Contracts can
be either written or oral, but oral contracts are
more difficult to prove and in most jurisdictions
the time to sue on the contract is shorter (such as
two years for oral compared to four years for written).
In some cases a contract can consist of several documents,
such as a series of letters, orders, offers and counteroffers.
There are a variety of types of contracts: "conditional"
on an event occurring; "joint and several,"
in which several parties make a joint promise to perform,
but each is responsible; "implied," in which
the courts will determine there is a contract based
on the circumstances. Parties can contract to supply
all of another's requirements, buy all the products
made, or enter into an option to renew a contract.
Contracts for illegal purposes are not enforceable
at law.
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