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linkedin.com We did it!!! After fourteen seasons of existence, and for the first time since 1933, Washington DC, by way of the Washington Nationals, has made it to the World Series! The Nats will be hosting the winner of the ALCS for three home games the weekend of October 25th through October 27th, and tickets
Latest Article from the GRDD Law Newsletter: #BusinessSales; #LeaseAssignments; #TipsforSellers
linkedin.com In most every business sale, an essential but often misunderstood component of the sale is the “assignment” of the seller’s lease to the purchaser. In a typical lease assignment transaction, the purchaser steps into the seller’s shoes and becomes the “tenant” under the lease, while the s...
THE OBSCURE COMMERCIAL REAL ESTATE BROKER'S LIEN ACT
Many commercial real estate brokers and commercial property owners are unaware of a provision in the Virginia Code that allows a broker to record a lien for unpaid leasing commissions against the owner’s property. The Commercial Real Estate Broker’s Lien Act (the “Act”), which is codified as Virginia Code §55-526 and -527, can be a tremendous tool for brokers, and a tremendous headache for property owners.
In order to record the lien, the broker must have a written agreement signed by the owner for the payment of a leasing commission. This requirement applies to both the landlord’s broker and to the tenant’s broker. The lien is perfected by recording a memorandum of the lien in the clerk’s office of the circuit court of the county/city where the commercial real estate is located. The Act contains strict requirements as to what information must be included in the memorandum, and failure to strictly comply with the requirements can result in the filing of an invalid lien. Furthermore, the Act does not apply to residential properties.
Unlike some other liens in Virginia, the broker’s lien is not automatically created upon the occurrence of the transaction that gives rise to the lien (i.e. the ex*****on of the lease). It only exists if the broker actually records the lien memorandum. In addition, unlike certain other liens in Virginia (e.g. mechanic’s liens), the lien does not expire if the broker fails to file a lawsuit to enforce the lien within a stated period of time. As such, the lien can remain a cloud on the owner’s title for an extensive period of time, without the requirement that the broker file suit for breach of the lease commission agreement. The broker must release the lien when the commission is settled/paid. If the owner denies that the commission is owed, the owner can petition the Circuit Court to remove the lien (thereby opening the door for potentially expensive litigation).
Interestingly, the existing four paragraph Act is quite brief and does not provide any parameters to control the process of enforcing the lien. Effective October 1, 2019, the Act will be repealed and replaced with Virginia Code §55.1-1101, but the new statute contains mostly minor grammatical alterations. As such, and continuing indefinitely into the future, the ability to record a lien remains an effective tool for brokers that are not paid leasing commissions. Property owners should be aware of this tool, and should take careful measures to enter into lease commission agreements that are exceedingly clear with respect to (a) when and how leasing commissions will be paid, and (b) how leasing commissions will be calculated.
GRDD Law wishes to thank renowned real estate broker/negotiator, Pauline Thompson, for inspiring this Article.
We Can Help
Please consider the law firm of Gross, Romanick, Dean & DeSimone, P.C. for all of your litigation, business, leasing, and landlord/tenant legal needs. Go to www.grddlaw.com to learn more about us. Call us at 703-273-1400 or send an e-mail to [email protected].
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Gross, Romanick, Dean & DeSimone, P.C. is a law firm located in Fairfax, Virginia. Since 1980, our attorneys have dedicated themselves to providing cost efficient legal services to individuals and businesses in Northern Virginia and the Washington, D.C. Metro Area. We meet our clients' needs by applying hard work with integrity to find creative and practical legal solutions. Our extensive business litigation experience, and our understanding of the transactional mistakes that often lead to expensive courtroom battles, helps us to advise our clients on business deals and the resolution of commercial disputes. To learn more about our firm, visit: www.grddlaw.com or call us at 703-273-1400
Gross, Romanick, Dean & DeSimone, P.C.
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3975 University Drive, Suite 410
Fairfax, Virginia 22030
Attorney Jeffrey Romanick was recently consulted for his knowledge of commercial leases by Richmond Virginia’s CBS 6 Problem Solvers. Jeff’s advice is mentioned at 2:36 of the video in the Problem Solvers report.
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Why Do You Need A Lawyer When Buying Or Selling A Business? Gross & Romanick Partner Edward Gross Discusses The Process Of Buying And Selling A Business And What You Need To Know.
If you are buying or selling a business, contact us at 703-273-1400 or [email protected].
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Gross & Romanick, P.C.
3975 University Drive
Fairfax, Virginia 22030
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http://www.gross.com Why do you need a lawyer when buying or selling a business? Gross & Romanick Partner Edward Gross discusses the process of buying and se...
Gross & Romanick, P.C. provides a wide range of legal services to business clients of all types and sizes. While our attorneys primarily represent small businesses with respect to a variety of legal needs including start-up, contract review, buy/sell transactions, business organization, leases, and employment matters, we also represent medium and large sized businesses on legal projects beyond the expertise of in-house counsel, including litigation and debt collection.
Why was a $2.35M judgment overturned for failure by a foreign LLC to register in Virginia?
The Virginia Supreme Court in the case of World Telecom Exchange Comm. LLC v. Sidya (VLW 017- 6-056) found that the lower court erred by allowing the plaintiff to litigate a claim without first obtaining an SCC certificate as required by Va. Code § 13.1-1057(A). In doing so, it reversed one of the largest Virginia verdicts of 2015.
Va. Code § 13.1-1057(A) states that a foreign limited liability company (LLC) “transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.” See our November 2016 newsletter in which we discuss registering your Virginia entity in other states where it transacts business.
One of the plaintiffs was a private foreign company organized in Dubai in the United Arab Emirates. The record shows that it was aware of the failure to register but, nevertheless, failed to cure the registration issue before the trial concluded. The company argued that it did not transact business in Virginia, and that only its wholly-owned subsidiary (also a plaintiff in the litigation) transacted business in Virginia. The court rejected this defense, opining that a parent company transacts business in the Commonwealth if its wholly-owned subsidiary transacts business in the Commonwealth. The defendant’s lawyer argued at trial that the Dubai company did not want to register in order to avoid paying taxes to Virginia. The company did obtain the certificate during the appeal process, but the Supreme Court held that a proper certificate was necessary before the final judgment was entered.
The Supreme Court remanded the case with instructions for the Fairfax County Circuit Court to enter a final judgment dismissing the foreign company’s claims against the defendant.
The ruling in this case illustrates just one reason why it is important for foreign companies transacting business in Virginia to obtain a certificate of authority before doing business in Virginia.
WE CAN HELP
If you need help determining whether you need to register your business in another state, and/or you need help registering your business in another state, do not hesitate to contact us for assistance. Our firm will provide you a reasonable flat-fee quote to perform the service, inclusive of any requisite filing fees. In most cases, the registration can be done relatively quickly.
In addition to acting as your company’s registered agent, our law firm can assist your company with most any business-related legal issue in Virginia, Maryland and the District of Columbia. We have a great deal of experience with respect to business litigation, mergers and acquisitions, reorganizations, contract review, employment law, partnership disputes, debt collection, and other business law topics. Go to www.gross.com to learn more about us. Call us at 703-273-1400 or send an e-mail to [email protected].
Gross & Romanick, P.C. provides DWI/DUI, Reckless Driving and Traffic Court representation to individuals in the state and federal courts. We charge reasonable flat fees for our DWI, DUI and Reckless Driving defense services. Your flat fee will cover all legal work needed to aggressively defend your case through trial. For certain misdemeanor charges in state court, your flat fee will also cover an appeal to the Circuit Court if you are dissatisfied with the results in the General District Court.
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lawyers.com Gross & Romanick, P.C. is a firm serving Fairfax in Business Law, Commercial Landlord and Tenant Law and Criminal Law cases. View the law firm's profile for reviews, office locations, and contact information.
The Fairfax, Virginia law firm of Gross & Romanick, P.C. assists individuals and businesses with legal matters in Virginia, Maryland and DC. Call us or Contact us online to speak with an attorney today.
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Why Do You Need a Lawyer when Buying or Selling a Business? | Fairfax, Virginia
gross.com The Fairfax, Virginia law firm of Gross & Romanick, P.C. assists individuals and businesses with legal matters in Virginia, Maryland and DC.
linkedin.com Until 2010 - 2011 there seemed no doubt that Virginia would enforce a voluntary non-solicitation agreement executed between an employer and one if its employees. Virginia Courts
linkedin.com You won your court case and the judge signed an Order stating that the defendant owes you quite a bit of money. The appeals court has dismissed the d
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Located in Fairfax, Virginia, SMGW, Inc. represents and promotes athletes from all over the nation. We take pride in representing our athletes to the best of our abilities, through preparation, contract negotiation, and athlete marketing.
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We are a CPA firm founded in 1978 based in Fairfax VA. Our mission: to provide expert, customer-oriented accounting and tax services to small businesses and individuals.