Lawrence Neil Rogak The answer depends in part on what kind of arrangements the company made with this former officer when he left. It's hard to believe he left the company without coming to some sort of deal with the company about what his obligations would be with regard to the personal guarantees. While it's impossible to give you a very detailed answer without knowing more facts, it is very likely that if the company could no longer make payments, the creditors would pursue this former officer to collect on the personal guarantees.

Clifford L. Tuttle Jr. A guaranty is given to the lender as additional security for the loan. The borrowing company may not be able to (or not wish to) persuade the lender to forgive the guaranty or substitute that of another party. If you personally are the guarantor, be aware that you have a right to receive copies of the guaranty and related instruments (such as confession of judgment warrants and affidavits) and you should be familiar with its terms. Do not respond to any post-default demand by the lender for payment without consulting a lawyer in your jurisdiction who has experience in this area. Do not give written consent to any modifications or refinance of the debt without advice of such counsel, either. Any change to the underlying debt, made without your written consent, may release you from your guaranty forever. If the maker files bankruptcy, consult a lawyer with expertise in that area in your jurisdiction. And if the lender attempts to confess judgment against you, find a qualified attorney in your jurisdiction to represent you before the day is over.

John J. Tollefsen There is no easy answer to this question. Your company should consult with a litigation expert and develop a written document retention policy to cover this issue.

Benjamin Kirke Sanchez E-mails can help or harm your company depending on the particular situation. Generally, there is no law requiring you to keep e-mails. I would suggest, however, that you have a regular e-mail destruction policy so that your company isn't accused later of destroying harmful evidence. Of course, once you know or should know of potential litigation regarding a particular matter, you should no longer destroy e-mail related to that matter. If you do, you could suffer from an "adverse inference" at trial, where the judge instructs the jury that they are to assume that you destroyed e-mails related to the matter because they were harmful (even if the were not harmful).

Brian J. Passante This is a good question that raises a number of issues -- issues becoming more common in today's business environment. There are no hard and fast rules about document (and electronic data) retention policies. Further, whatever rules you understand and adopt today, may be changed next year. So continuing education and re-evaluation are in order on this topic. Arguably, keeping a document or electronic data too long (or in too many places) may have as much risk as not saving it long enough. It depends on the type of data, your regulatory environment, your business and many other factors. If you company is large, one "size" retention policy may not fit all of the departments or subsidiaries. No matter whether it's a document retention policy for electronic "business records" or old-fashioned paper, document retention and preservation have been, and remain, a necessity since (1) document retention for types of documents turn on the importance of those documents and their possible uses; (2) burdens and rules about anti-spoliation once litigation has ensued have and do exist whether the business records are paper or electronic data; (3) consistency in implementing the policy is important (or you can suffer presumptions about improper loss or destruction of records); and (4) coordination among legal and accounting requirements, and business requirements for institutional retention of information must be accomplished. Thus, it is advisable to meet with your business attorney, tax advisor and financial planner to develop a properly balanced approach to document/data retention and processing. You should revisit these policies at least annually. Recognize that once a claim or litigation starts, you may have new burdens or requirements.

State Required Legal Ethics Disclosure: This Answer and any information contained in this answer is not intended to be treated as legal advice; And, this posting does not create an attorney-client relationship or privilege of any kind. This attorney licensed only in Georgia.

Andrew Armour Magwood All good information above. My inclination though is that you are starting from the wrong end of this problem. Instead of thinking through the legal aspects, ask this question: "Should you store e-mail for a business purpose?" For instance, you may want to keep track of e-mails because your employees conduct business by e-mail. You may want to have track of them to see how much 'non-work' email you send-receive. Whatever you decide to do it should be uniform and systematic and you should have the policy written down. You should probably also let your employees know what the policy is and then stick to it.

Jason Adam Dickstein It sounds like you are considering franchising your operation. If you have buyers then you need to make sure you have an effective franchising plan and a franchise contract that supports this plan, and that supports the future growth plans of your franchise. Another thing you should do is think carefully about is what sort of intellectual property you own, and how you want to protect it. You may have trade secrets in your recipes. You will need to protect your trade secrets for them to remain valuable, and you may need contracts in order to do this (the franchise agreement for your franchisees, but also agreements to protect your secrets among your own internal employees, and the franchisees' employees). You may have copyright in the marketing materials that you produce, which can help prevent others from using your text. If you have a jingle or song, for example, then you might want to seek copyright protection for it. But the most valuable protection you are likely to seek for your franchise is trademark protection - you can have a common law trademark but this limits your remedies in the event of a violation of your trademark - you may want to file for trademark registration, because this allows you some additional remedies (including an award of attorneys' fees, which can be substantial) in the event you are successful in enforcing your trademark rights against another party. One thing I do when I draft franchise agreements is I think about what can go wrong - anticipate the likely problems - and make sure that there are simple procedures for making things right (or for preventing those anticipated problems).

Douglas Jay Lineberry Did you have a confidentiality and/or non-compete agreement in place with the employee? Even without such an agreement, certain proprietary information can be regarded as a trade secret and is protected under Washington's trade secret laws. You may be able to obtain a court order (an injunction) prohibiting your prior employee and her new employer from using your protected information. The issue of whether information is in fact protected can be thorny. I suggest that you consult with an attorney to discuss what information you believe is being used and why you believe it should be protected. From there you can consider whether it makes sense to pursue court action to protect the information.

Mark Douglas Kimball Washington's Trade Secrets Act provides protection for confidential and proprietary business information even in cases where employees and former employees did not sign confidentiality or non-disclosure agreements. The courts often focus on the steps that the employer took to protect (or attempt to protect) the information. Where the information is protectable to the employer and where either the Trade Secrets Act or a Nondisclosure or Confidentiality Agreement applies, obtaining injunctive relief - the Court ordering a person or company not to engage in certain activity - can often be obtained.

Donald W. Heyrich Many employers limit the amount of vacation they will allow an employee to carry in their bank. The reason is that large banks of vacation hours create a bookkeeping problem and represent potentially large liabilities that are sitting out there. I would need more information about the situation to decide whether there is an enforcable promise that is not being honored. You say that the employer never enforced the policy, but is there such a policy? Does the employer cash-out vacation at the end of employment? Does the employer require you to schedule vacation in advance and thereby can limit the vacation you take every year? If you want to challenge this, on the basis that they are taking part of the compensation you were promised, you could file an action in small claims court and see what happens.

Okorie Okorocha The only place I can think of is the Sec. of State website: www.ss.ca.gov

Brian J. Passante You might be asking a broader question than simply asking for the method for obtaining permission to reserve a name for a corporation or LLC. You may wish to discuss this subject with an attorney licensed in California, and possibly with trademark/servicemark experience in addition to corporate and business formation expertise. The process of selecting a name which is sufficiently different or unique for registration with one of the secretaries of state is a slightly different question from doing the due diligence to insure the proposed name (including a fictitious name filing in multiple states where your company might do business) is: (A) viable for common law or state and federal trademark protection; or (B) not likely to cause undue confusion with other businesses in the jurisdictions where your company will do business; or (c) not likely to give rise to an infringement action under state or federal trademark laws. And this is just a start of the careful considerations advisable in selecting a business or tradename. So, be sure you are not lumping together a number of legal issues and concerns into the process of simply creating your entity. Best of luck to you in your new business endeavors.

Note: This Answer and any information contained in this answer is not intended to be treated as legal advice; And, this posting does not create an attorney-client relationship or privilege of any kind.

Donald W. Heyrich If you do use the other company's policy as a guide, make sure that you are not violating the trade secrets of the company whose policy you want to use. Perhaps you can get permission to use their policy or maybe it is the type of thing that will not be a concern for them. Here, I am not sure if you mean a privacy policy as in how you will protect customer data, or whether you mean a non-disclosure, trade secrets and inventions agreement that employees will sign. Whichever is the case, it is common for attorneys to resort to their "form file" when they are asked to draft a policy, contract, or other document for a client, and so many of these types of documents are based on older versions. But there are always unique wrinkles that require altering a document so that it fits the particular circumstances for which it is being used. If you simply copy another policy, there may be portions that are outdated, or there may be errors or things that should be changed or adapted to your business. When working with startups I have seen policies or employment practices adopted from other employers, where they really should not have been used (and this made life more difficult than it needed to be). So, bottom line, usually there is no need to reinvent the wheel, but be wary of simply copying everything without careful consideration of whether all the terms should apply to you. Hope that helps.

Randy K. Freedman Assuming you are referring to a Privacy Policy that governs how you use personally identifiable information about users of a website or service, many companies indicate that their online Privacy Policy is copyrighted, similar to a book or other written work. In that regard, verbatim plagiarism may violate another's copyright. Equally important, however, is the need to access what terms are appropriate for your business. Do you intend to sell or otherwise exploit user information such as contact details. Will you permit opt-out options? Is your business oriented toward minors or adults? All of these questions affect the terms and conditions of a privacy policy. Thus, the content of Privacy Policies will differ somewhat based on the business model of the company collecting the private information.

Donald W. Heyrich If I understand what you are saying, when you started employment, paid vacation was listed among the benefits provided, but there was no specific information about the particulars of the how and when the benefit would be paid. It also sounds like there was no mention of the company's specific vacation policy and no mention in the company policy or handbook, but the policy was communicated to you once you applied for vacation - and they are now saying you will need to pay the vacation wages back if you leave before you have completed two years of employment. To answer your question, paid vacation, holiday, and sick leave and severance pay are considered voluntary benefits that a business may choose to offer workers. Washington state law does not require a business to provide these benefits. Even though there is no state law requiring a business to pay these benefits upon termination, if the business promises workers these benefits and does not follow through, workers can contact an attorney or file in small claims court for their unpaid benefits. However, in your situation, it sounds like no specific promises were made to you about how and when you will be permitted paid vacation. Also, unless you are in a labor union or have a written contract governing the terms and conditions of employment, the employer may legally change the conditions of employment unilaterally. You can accept the changes by remaining employed, or reject the changes and go elsewhere. That being said, there are limitations on the deductions your employer would be permitted to take from your final paycheck. See the link below. This situation could fall under the "employee loan" category in Section 2(b), although this regulation is ambiguous as to whether paying back vacation pay would fit into this category. In any event, assuming the deduction is permitted, any deduction would need to be agreed upon in writing or the employer would not be permitted to take it from your final pay. Hope this helps.

Lawrence Neil Rogak Your benefits department might be right, but I don't think it's due to labor and tax laws but rather to the rules of the insurance carrier itself. I know from running my own law firm that employees cannot simply change plans in the middle of a policy period, although they do have options whenever the firm changes health plans. You don't say what state you are located in, and you should definitely consult an employment lawyer or health care lawyer in your state, but at first blush I would say that your benefits department probably knows what they're talking about.

Lawrence Neil Rogak There is something called an "offer in compromise" where you can negotiate a settlement of back taxes owed to the IRS. It often helps in situations like yours where you are no longer making the kind of money you used to. Talk to your accountant or a Washington tax attorney (use this web site to find one) about negotiating your back taxes. Good luck.

Sharon Elizabeth Chirichillo Keep in mind if your business was incorporated the IRS can try to pierce the corporate veil and go after the officers of the corporation to collect money owed. IRS will also want to have your accounts receivables and go after those vendors. It is ESSENTIAL to get a TAX ATTORNEY. Look here at www.avvo.com or www.martindale.com for refernce. Both the IRS and DOR are not entiies to take on as an indiviual. I represent many folks on the criminal defense end to tell you to know better.

Justin Dain Hein Well, working under the table is just going to exacerbate your current problem with both Washington and the IRS. It is going to result in you owing taxes every year moving forward. As mentioned above by my colleagues, you really need to speak with a tax attorney whose focus is tax debt resolution. They can review your financial situation to see what type of debt resolution programs you qualify for. For the IRS, the might be an Offer in Compromise (i.e. settlement), Installment Agreement (i.e. monthly payment plan based upon income>expenses), Streamlined Installment Agreement (i.e. monthly payment plan based upon how much you owe), or Currently Not Collectible status (i.e income

Lawrence Neil Rogak If your new business violates your non-compete agreement, you are leaving yourself open to a lawsuit. Not all non-compete agreements will be honored by the courts. They must be reasonable as to time and territory. Have your agreement looked over by a Washington attorney for a more specific opinion

Donald W. Heyrich I agree with Mr. Rogak. An attorney will need to review your agreement to advise you on whether it is enforceable and the degree of risk you are taking on by competing with your prior employer. Some pertinent questions include whether you signed the agreement when you began your prior employment or at some later time, how long the noncompete period runs, the geographic scope of the agreement, what activities it prohibits, and what it is you plan to do with your new business. There may be some ambiguities as to whether your current activities violate the agreement. Keep in mind, too, that it will be expensive for your prior employer to hire an attorney to seek an injunction or to file an action concerning your breach of the agreement. The less concerned they are about what you are doing, the less likely they are to spend the money on a lawyer to enforce the agreement. One other thing: the Washington Uniform Trade Secrets Act prohibits you from using your prior employer's trade secrets even in the absence of a noncompete. Hope that helps.

Donald W. Heyrich If the employer admits that you are to be paid accrued vacation pay and the dispute simply concerns whose calculation is correct, then you can file an action to pursue the benefits you think you earned. Depending on the amount, you can represent yourself in small claims court, but you will need to prove that your calculation is correct.

Donald W. Heyrich I agree with Mr. Rogak. An attorney will need to review your agreement to advise you on whether it is enforceable and the degree of risk you are taking on by competing with your prior employer. Some pertinent questions include whether you signed the agreement when you began your prior employment or at some later time, how long the noncompete period runs, the geographic scope of the agreement, what activities it prohibits, and what it is you plan to do with your new business. There may be some ambiguities as to whether your current activities violate the agreement. Keep in mind, too, that it will be expensive for your prior employer to hire an attorney to seek an injunction or to file an action concerning your breach of the agreement. The less concerned they are about what you are doing, the less likely they are to spend the money on a lawyer to enforce the agreement. One other thing: the Washington Uniform Trade Secrets Act prohibits you from using your prior employer's trade secrets even in the absence of a noncompete. Hope that helps.

Donald W. Heyrich Unless your severance is being paid as part of a uniformly applied and set formula under a written severance pay plan, then severance is a discretionary payment. The upside of this for you is that you can negotiate for whatever you can get, using whatever explanation or rationale you think will be effective. For example, you could tell your employer that you have serious doubts about the legality of the prior action and that you may need to talk to a lawyer about it but that you will just drop it if they pay your vacation pay in the severance package. Turning to your specific legal question, like most legal questions the answer is "it depends." Many employers limit the amount of vacation they will allow an employee to carry in their bank. This is a common practice because large banks of vacation hours create a bookkeeping problem and represent potentially large liabilities sitting out there. Whether the change, if there was one, was legal will turn on whether the benefit was vested. Prior to the change, did the employer promise to pay you (or "cash out") your unused vacation time at the conclusion of your employment, and did you amass your accured time in reliance on that promise? Paid vacation, holidays, sick leave, and severance pay are considered voluntary benefits that a business may choose to offer workers. Washington state law does not require a business to provide these benefits. Even though there is no state law requiring a business to pay these benefits upon termination, if the business has promised these benefits and does not follow through, workers can contact an attorney or file in small claims court for their unpaid benefits. But even if you prevail, the most that you could get would be for vested benefits that existed before the change, since you continued to work and thereby accepted the change. And, even for that prior vested amount, it is generally difficult to prevail in a case like this unless you have some very specific promises in writing. I hope that helps.

Patrick James Smith You are asking several questions here, most of which would be difficult to answer without more detailed information. Generally speaking, there are going to be some minority shareholder protections which you can employ, although even these may be modified under the terms of your incorporation documentation. There are several very good lawyers in Seattle who are qualified to handle this type of matter (call it aggressive negotiations or threat of litigation or litigation - you decide). Gather up ALL of your available documentation and make an appointment for a consultation. Unfortunately, this will not be cheap to battle, but rest assured if you do not you will likely find your stake devalued by the majority in any one of a number of ways, so you should act now. I have had this happen to a client who was a shareholder in a medical services corporation, and the only way to put a stop to the "I am the majority owner and can do what I want" thought process is to be aggressive in your defense.