Who provides the best opponent research for candidates entrenched in nail biting campaigns during this busy election season?
Williams Oinonen LLC is proud to be establishing a powerhouse reputation for going above and beyond. Rather than just providing you with cold data from public records, Williams Oinonen LLC puts together a plan on how to win.
What does one Senator, a highly satisfied client most recently say about us?
Should I start an S corporation, or a limited liability company (LLC), or maybe a P.C., or maybe a limited partnership, or what about a C corporation? These are tough questions, tough choices. And regardless of where you’re located in Georgia (Atlanta, Athens, Rome, and so forth), If you are starting a business, one of the most important decisions you will make is what kind of company to form. Even for a single person small businesses, this is an important question. The type of legal structure you choose will have an impact on how much you pay in taxes, as well as your personal liability, and your ability to raise money and investors.
The three key things to keep in mind when choosing a business form are: liability, taxation, and ownership. Corporations and LLCs are legally separate entities from their owners. So, the shareholders or members are not personally responsible for the actions of the business. If something goes wrong, the company is sued, not the owners, and the company’s assets are at stake, not the personal assets of the owners. There are exceptions, but, generally, a corporate entity will protect the owners from personal liability.
Taxation issues should also be considered. As a separate legal entity, corporations are taxed as such. And so are the owners. This is double taxation. There are other forms of corporate entities, however, that have special pass-through tax rules. Pass- through taxation means that the owners of the business can take the gains or losses of the business on their personal tax returns.
Additionally, certain legal business forms limit the number or the type of people who can invest in the company. If you need to attract a large number of investors, or international investors, you need to find a corporate structure that allows for that.
The legal structures to consider are:
Sole Proprietorship or Partnership
The advantages of both of these forms is that there are no forms to file and no double taxation. You just start your business. These two forms, however, do not shield the owners from personal liability. If the company is sued, you will be personally responsible for its actions, and your personal assets are at risk.
Limited Liability Company
The LLC is a legal form which provides limited liability for the company’s owners, but does not require the same amount of formal filings as does the corporation. It has quickly become the choice for small businesses. An LLC offers personal liability protection to its owners as well as pass through taxation. It also allows for profits to be distributed unequally, allowing for more flexibility in tax planning and for rewarding owners who manage the day-to-day affairs of the company. The disadvantages are that you may are limited in transferring ownership and your tax liability could be higher, especially if you are the only member.
S Corporation
This is a corporation formed with the state, with an “S Election” filed with the IRS. It provides limited liability to its shareholders, but still allows for pass through taxation. Shares a often more transferable, and you can incentivize employees with stock options or bonuses. The number and type of investors are limited, however, and there are more filing formalities that need to be observed than with an LLC.
C Corporation
This is a corporation that allows for the most investors. There is limited liability for its owners. It is, however, subject to double taxation.
While many small businesses are interested in saving money and using online forms to form legal entities, it is important to discuss your goals with your attorney before selecting a corporate form. An attorney can help you choose the right form to fit your business today and ten years from now.
Continue reading →
“Can I sue for a broken contract?” is a question many people asking when they need a good Georgia contract lawyer. Many times during contract disputes, clients often feel that “even though a particular obligation is not written within their contract with another person or entity, it’s common sense that that person or entity breached the contract by not performing a certain service, or acting a certain way.” Depending on what service, or what conduct, the client is referring to, he or she may have a point.
Over the years, Georgia courts have established that certain implied terms and duties may naturally flow from a contractual agreement, even if those implied terms and duties were not expressly written within the contract.
One of those implied duties is the duty of good faith and fair dealing, as Georgia courts have found: “[g]ood faith is, if anything, a minimum standard of conduct in any contract.” The term good faith has been found to mean “a shorthand way of saying substantial compliance with the spirit, and not merely the letter, of the contract.” That means that contrary to what many feel, the implied duty of good faith and fair dealing relates to the performance of a contract and not to the conduct that induced a person to enter into a contract. (Although if you were tricked into signing a contract you may have a claim against the person for fraud, amongst other claims.)
In addition, what’s important to understand about the implied duty of good faith and fair dealing is that determining what conduct constitutes good faith and fair dealing will depend on the facts of your case. You should also be mindful that an implied duty such as that of good faith and fair dealing cannot contradict an express term of a contract, and must be an “inference absolutely necessary to ensure that the intentions of the parties regarding the contract is respected.” In Georgia, this standard is not an easy one to meet and is strongly fact driven with respect to the language of the contract and the circumstances upon which the contract was entered.
Georgia Courts have been able to use the implied duty of good faith and fair dealing to find terms that were not expressed in the parties agreement in order to cure defects in contracts. This may or may not be advantageous to you, depending on your conduct.
What is certainly advantageous to you, however, is finding a good lawyer to deal with your contract dispute and issues.
Continue reading →
Heart attack due to Avandia? The latest news about Avandia: several FDA reviewers are now publicly stating that they believe Avandia should be pulled from stores due to “serious” risk of cardiovascular failure the diabetes drug causes.
On July 13 and 14 a group of experts in medicine will recommend whether Avandia should be pulled from the market altogether. While the FDA does not have to follow these recommendations of advising committees, it usually does. And, it will be the second time a panel to advise was assigned the job to guide the FDA on what to decide about Avandia. In 2007, experts ruled that Avandia increased congestive heart failure, cardiovascular risk, but stated the benefits outweighed the risks. FDA reviewers condemned the rationale in the decision stating no benefits were ever clarified.
Further more, FDA reviewers criticize the drug maker, GlaxoSmithKline of manipulating data, and reported their “extreme mishandling of events” claiming their trial was “unethical and exploitative,”
A spokesperson for the drug company GlaxoSmithKline said the company stands behind the safety and efficacy of Avandia.
The important thing to know about the law is that if a person is injured due to a drug, the drug manufacturer could still be liable despite having been approved for use with the FDA. This is thanks in part to the 2008 United States Supreme Court groundbreaking case, Wyeth v. Levine, and held that Federal regulatory approval of a medication does not shield the manufacturer from liability under state law. Wyeth v. Levine 129 S. Ct. 1187 (2008).
Under Georgia State law, a drug manufacture like GlaxoSmithKline may be liable reasonably foreseeable dangers in the use of the drug Avandia.
Continue reading →
Patients prescribed Reglan or its generic version, Metoclopramide can develop a serious condition known as Tardive Dyskinesia. Reglan is often prescribed for acid reflux disease, for pregant women with morning sickness, for those who become nauseous with migraines, and for breastfeeding mothers and children.
The FDA has issued an alert warning against chronic use of this type of drug and issued a boxed warning. The side effects of tardive dyskinesia are characterized by generally irreversible symptoms that include random movements in the mouth and face, arms, legs, fingers and toes along with swaying body movements.
In order to determine if you have a case against a drug manufacturer due to the use of Reglan or Metoclopramide, you need to have met the following three conditions:
1. You took Reglan or Metoclopramide longer than 90 days.
2. You have been diagnosed with Tardive Dyskinesia or other movement disorder.
3. You have been off the drug for longer than 90 days.
Conservative estimates state that more than two million people use products containing metoclopramide in the U.S. alone. The FDA has reported that use of drug products such as Reglan or those containing metoclopramide is the most common cause of these induced movement disorders. If you are one of the many Americans who have been injured from use of this drug, it is important that you seek legal advice to protect your rights.
Continue reading →
If you have been diagnosed with a liver transplant or liver failure due to taking Tylenol, it is absolutely essential that you meet with an attorney to discuss your legal rights. Here are some of the most important conditions:
1. You have been actually diagnosed with liver failure or a liver transplant.
2. You had been taking either Tylenol or Acetaminophen (generic version of Tylenol) which caused the liver problem.
3. It can help your case if you still have the bottle, receipt, or remember the store you bought it from.
4. It can also help if you are able to tell your lawyer whether it was prescription or nonprescription.
If you took Tylenol or another pharmaceutical drug and it injured you instead of helping you get better, you may be able to bring a product liability claim. Drug companies have been notorious about putting profits over patient lives and unfortunately, the FDA, whose job is to regulate unsafe foods and drugs often finds the problem too late.
We represent real people who have been injured as a result of a variety of unsafe drugs, including but not limited to:
Tylenol Reglan Avandia Yazmin Paxil Drugs that cause Stevens Johnson Syndrome
Defective drugs come in all types of packages and can cause serious injury including death. Products liability cases are filed by a person or person’s family member who has suffered injury or death due to the negligence of a pharmaceutical company manufacturing or designing a dangerous drug. This is why strong consumer safety laws are so essential so that the public is protected from harm.
Continue reading →
How do I get out of a contract? This is never an easy question. Many times we are asked: can I get out of (rescind) my contract? So today we would like to briefly discuss contract rescission is Georgia.
In Georgia, contract rescission has been held to be the complete abrogation (abolishment or cancellation) of a contract. The circumstances which allow parties to rescind a contract, generally, involve three (3) situations:
1. Both parties agree to rescind the contract, known as “mutual assent”;
2. The contract is rescinded because of fraud; or
3. A party (you) may be allowed to rescind a contract because the opposite party failed to perform in accordance with the contract terms.
If you are able to rescind your contract, it will be rescinded “at law” or “in equity.” Rescission “at law” applies to situations involving fraud, while rescission “in equity” involves the power of a court of equity to “undo” a contract.
We are often confronted with situations where a person wants to undo a contract because of fraud. If your claim is that someone fraudulently induced you to enter a contract, you have the option to either affirm the contract or sue in breach of contract. What is important for you to know is that in these types of cases Georgia courts require the defrauded party, you, to act with “promptness.” That means:
1. When you discover that you have been defrauded, you must act promptly to “restore or offer to restore to the other party (the party that you allege defrauded you] whatever he has received by virtue of the contract if it is of any value”; and
2. Upon discovery of the facts–that you have been a victim of fraud–at once announce your purpose to rescind the contract, and adhere to it.
Again, once you discover that you have been defrauded and take the position that you do not want to adhere to the contract, you should not waiver from that position. If you do waiver, and your action is interpreted as “affirming” the contract, despite the fact that you are claiming fraud, you will significantly impair your ability to rescind the contract at a later point. Once you lose or waive your right to rescind a contract, you most likely will not be able to revive that right.
In addition, if you do not act promptly upon discovering the alleged fraudulent conduct, but instead proceed with fulfilling certain obligations of the contract, or act in a manner inconsistent with your previous repudiation of the contract, a Georgia court may find that complaining about fraud during litigation is: too late.
There are more issues involved in contract rescission, especially those involving claims of fraud. And the issues are complex. You need a good lawyer who understands the law and its nuances and how to apply that law to the facts of your case, in order to maximize your position both at trial and the negotiating table.
We recommend that you contact a good lawyer, immediately, once you realize or think you have been defrauded with respect to a contract.
Continue reading →
As you know, people sign contracts everyday. Contracts solidify agreements between, friends, professionals, consumers, tenants and companies. That said, you may (or may not) be surprised to hear that the issue regarding the failure of one party to read a contract before signing it, comes up, frequently. Generally, the party that failed to read the contract has been a victim of fraud or mistake. So the question then becomes: does your failure to read a contract before signing it mean that you cannot recover because of fraud or mistake? The answer is not so easy, in Georgia.
Generally, Georgia law presumes that parties to a contract have read the contract before signing it. So when a party states that he or she failed to read a contract, Georgia courts first determine whether that person is literate or illiterate.
A literate person who fails to read a contract has a tough road, because he or she has to show:
(1) An emergency at the time of signing that would excuse the failure to read; or
(2) That the opposite party misled you by artifice or device (trickery) that prevented you from reading the contract; or
(3) That a fiduciary or confidential relationship existed between you and the opposite party upon which you relied in not reading the contract.
Be mindful that Georgia courts take this issue very seriously, so excuses such as “I was in a hurry,” or “I was too busy,” or “I forgot my reading glasses” will not suffice.
Moreover, even if you were able to prove that a confidential or fiduciary relationship existed (see number [3] above), you must show that you relied on that relationship in not reading the contract. That means: if a confidential relationship exist, but you failed to read the contract because you were in a hurry (not because of the confidential relationship), then you will most likely lose, before a court in Georgia. This all makes sense because whatever agreement you and another party deemed important enough to put in writing, should also be important enough to read before signing, at least in the opinion of Georgia courts, notwithstanding legal exceptions (see above).
Regarding an illiterate party, he or she may generally rely on the representations made by another party. However, to be safe, an illiterate person should have the contract read to him or her because, in Georgia, an illiterate party must exercise ordinary care in ascertaining the contents of a contract before signing it. This also applies to those parties who are unable to read English.
Ultimately, the facts of your case as they apply to Georgia law will strongly influence the outcome of your case. If you failed to read a contract and that failure has resulted in you being a victim of fraud or mistake, we suggest you contact a good lawyer.
Continue reading →
Unfortunately, recent studies and an FDA alert have shown that high flow intra-articular (post-operative) pain pumps may be the likely cause of sever cartilage damage and joint pain in the shoulder, and possible other joints too. The pain in the shoulder is medically known as postarthroscopic glenohumeral chrondrolysis (PAGCL), which is a debilitating condition that requires constant medical attention and, many times, surgery.
The FDA has spoken on this issue, mandating that pain pump manufactures warn patients and physicians about the potential debilitating effects of these pain pumps. In fact, the FDA sent notice to manufactures stating that “the FDA did not clear pain pump infusion devices using the anesthetics for “intra-articular” or joint surgery. The pumps are approved to be used after abdominal and other surgeries, such as hysterectomies.”
If you are using a pain pump to regulate pain, due to surgery on your shoulder, back, knee or hip, you should consult your doctor immediately, especially if you are experiencing the following symptoms:
1. Decreased range of motion in your shoulder;
2. Popping in your shoulder;
3. Weakness in your shoulder; or 4. Continual pain in the shoulder area.
A manufacture’s failure to warn about a foreseeable or reasonably foreseeable, negative effect may give rise to a legal claim against that manufacture. Product liability claims are complicated and typically, very protracted. You will need a very effective attorney, who knows how to maximize your position at the negotiating table and in the court room.
If you or someone you know has been injured by an intra-articular pain pump, or have been diagnosed with postarthroscopic glenohumeral chrondrolysis (PAGCL), call Williams Oinonen because you may have a claim against the pain pump’s manufacture. We give an initial consultation.
Continue reading →
Today we would like to briefly discuss some of the steps you can take to avoid medical errors, in general. Although we help victims of medical errors seek justice and compensation, the best solution is to be informed, so you can avoid ever needing an attorney due to a tragic experience caused by medical error.
Medical errors can leave you or a loved one with severe physical injuries and emotional pain and suffering. As you know, medical errors can happen in a variety of places such as hospitals, clinics, out patient surgery centers, doctors’ offices, nursing homes, pharmacies and patient homes. On this blog, we have written about prescription errors, physician errors, nursing errors, and dental errors, to name a few. And these errors typically involve medicines, surgeries, diagnosis, and lab reports. Now we would like to discuss a few steps you can take to help avoid medical errors.
Many medical errors occur when doctors and their patients do not communicate effectively. In fact a recent study supported by the Agency for Healthcare Research and Quality found that doctors need to help their patients make informed decisions. Patients who are uninformed will logically be more susceptible to making errors regrading their medical care. So what can you do:
1. Be involved in your healthcare treatment– This could be the single most important thing you can do: participate, be an active partaker in all decisions that affect your health. Research shows that being active in your health care treatment leads to better results.
2. Make sure that you inform your doctor about all medications you are taking, including herbal remedies, vitamins, and over-the-counter drugs.
3. Make sure your doctor knows about any allergies or adverse reactions you have had to certain medications. This will help avoid prescription errors, doctors giving you the wrong medication.
4. When your doctor writes you a prescription, make sure you read it. Too many times, we pass off illegible prescriptions as “doctor talk.” You must ensure that you read the prescription given to you and that you understand it. Think about it: if you can’t read your doctor’s handwriting, there is a good chance, your pharmacist may not be able to read it either.
5. When you receive your medication from your pharmacist, double check, by asking if the medicine you are being given is indeed the medicine your doctor prescribed. The last thing you want is the wrong medication.
6. Read the label on your medication before you leave your doctor’s office or the pharmacy. If you don’t understand how to take your medication, ask the pharmacist or your doctor.
7. Ask for written information about the side effects that your medication may cause.
8. Regarding hospitals, you should consider choosing a hospital that has treated many patients affected by your same illness. You should also consider asking anyone who comes in direct contact with you, to wash his or her hands (bacteria infection can cause serious illness).
9. When you are discharged from a hospital, ask the doctor to explain your treatment plan.
10. How new is the doctor who is treating you? (Regardless of whether he or she is an emergency room doctor or in-patient doctor.)
We’ve come across a recent article that talks about how “greenhorn” doctors (“newbies”) have casued a serious spike in “fatal medication errors” throughout the United States. A recent study found that in counties with “teaching” hospitals, fatalities due to medication errors spiked each July, the same month that new doctors begin their residency.
Regrettably, even after taking some of the above-mentioned precautions and more, people will still be the victims of medical error. If you are one of those unfortunate people, call Williams Oinonen LLC today, because we will represent your case with zeal and ethics, with a view towards doing what’s best for you, always.
Continue reading →
Georgia Injury Lawyer Blog