All Forum Posts by: Terry Portier

Although the basic concept of subrogation rights is relatively straightforward, subrogation is considered to be a highly technical area of the law, the subrogor may be limited to full indemnity.

I think it was the computer I was using was blocking images, sorry. I see a huge wall and could see some holes and what looked like cracks. It is hard to tell a root cause without being there and seeing how this wall is supported, where the load that is causing it to crack is coming from. It may be from age, settling, etc.... If it is a non load bearing wall just fill the cracks. If you are looking for a cause and corrective action I will help you what to look for is all I can do from the internet.....

Cracks are always caused by tension load(pulling apart), not compression. If you hold a pencil at both ends and bend it down the upper surface goes into tension, lower compression. So look at how this wall is supported and see if you can determine what would cause tension. Maybe if it is supported by the ground and dirt only, some of the dirt is settling causing the tension. Then you may have to install better foundation for the wall. You get the idea.....

Holes are never good in tension in porous material like brick or concrete and propagate cracks, so fill them with a bonding filler. You can also stop drill cracks at the ends to keep them from spreading.

Some people are getting confused with Federal Tax laws/Publications and State Liability Law. One way to indemnify is in a LLC. Best place to find out what an insurance policy covers is to read it.

If I am reading this correctly this is the article under KS law that upholds its members, managers, agents, employees, etc, harmless of any law suits to the extent that they have adhered to the “merits” of service they claim in their operating agreement. http://www.kslegislature.org/li/b2011_12/statute/017_000_0000_chapter/017_076_0000_article/017_076_0070_section/017_076_0070_k/

Merit meaning: “the inherent rights and wrongs of a matter, as a lawsuit, unobscured by procedural details, technicalities, personal feelings, etc.: The case will be decided on its merits alone.”

Sounds like to me that the ability to exonerate an individual would depend on if they knowing or unknowingly upheld the merits and it would be important to spell those limitations out in the operating procedures. This may be the reason to pay an attorney to write this up correctly.

Guess that is why it’s call a “Limited” LC for a reason and you’re not completely off the hook. .

Can you put up the OMG code so the pics will display? Link won't work. I use Photobucket for that. If it is not a load bearing wall just get some repair compound at Home Depot or somewhere, don't worry about it.

I'm in San Diego, you know Whitter prior to an Earthquake forgot the year 1990 had them that practically brought the whole town down to rubble. Now it's again code, brick on a LB wall.

I'm a Structures Engineer. Is it on a load bearing wall? Put a pic up.

I'm going to keep posting what I find on LLC's by reading law for those interested feel free to make comments….This is KS but I'd think most of it is universal in most states.

Here is a little more on the "Permitted Powers" on an LLC I think applies to hiring management companies and the Powers your LLC can give them. It states in Paragraph "D" that only "qualified" members can exercise powers of an LLC if the are in the operating procedures or are licensed by the State. I'd guess they do this so not any non-qualified entity or person can operate in KS. Not sure about that but looks that way, something I'll try to get more clarification on.

http://www.kslegislature.org/li/b2011_12/statute/017_000_0000_chapter/017_076_0000_article/017_076_0068_section/017_076_0068_k/

We did hook up with our Universities Business Development Center who is funded by our state they have some high caliber free resources. They have a process, first being to define our business expenses and model so they can get us to the right Attorney(s). By then I hope to have lots of questions by reading the statues.

This Article would allow you to name a PM in your operating agreements and their limits of liability: http://www.kslegislature.org/li/b2011_12/statute/017_000_0000_chapter/017_076_0000_article/017_076_0064_section/017_076_0064_k/

The definition for a manger is here: http://www.kslegislature.org/li/b2011_12/statute/017_000_0000_chapter/017_076_0000_article/017_076_0063_section/017_076_0063_k/

(K) "Manager" means a person who is named as a manager of a limited liability company in, or designated as a manager of, a limited liability company pursuant to an operating agreement or similar instrument under which the limited liability company is formed.

The way I read this below in simpler English is if you are an outside investor you have to maintain an office open to business in KS which can be a domestic or foreign(other state, country) person or entity, or people that buy properties from out of state have to maintain an in state presence or "which is generally open during normal business hours to accept service of process and otherwise perform the functions of a resident agent, or the limited liability company itself" to adhere to this Article. I would think a PM could not act on your behalf unless you entered in to a LLP with them.

Unless, I am reading this legal mumbo jumbo wrong, I didn't have to read far to see how a REI can easily not be adhering to state law. If you are not adhering to state law I would think your closed LLC veil can just as easily be pierced

17-7666.Registered office; resident agent. (a) Each limited liability company shall have and maintain in the state of Kansas:

(1) A registered office, which may but need not be a place of its business in the state of Kansas; and

(2) A resident agent for service of process on the limited liability company, which agent may be either an individual resident of the state of Kansas whose business office is identical with the limited liability company's registered office, or a domestic corporation, or a domestic limited partnership, or a domestic limited liability company, or a domestic business trust or a foreign corporation, or a foreign limited partnership, or a foreign limited liability company, or foreign business trust authorized to do business in the state of Kansas having a business office identical with such registered office, which is generally open during normal business hours to accept service of process and otherwise perform the functions of a resident agent, or the limited liability company itself.

Link: http://www.kslegislature.org/li/b2011_12/statute/017_000_0000_chapter/017_076_0000_article/017_076_0066_section/017_076_0066_k/

I’ll read on……..

Here is what Wikipedia has to say: http://en.wikipedia.org/wiki/Piercing_the_corporate_veil

This part is interesting:
“Piercing the corporate veil typically is most effective with smaller privately held business entities (close corporations) in which the corporation has a small number of shareholders, limited assets, and recognition of separateness of the corporation from its shareholders would promote fraud or an inequitable result.

There is no record of a successful piercing of the corporate veil for a publicly traded corporation because of the large number of shareholders and the extensive mandatory filings entailed in qualifying for listing on an exchange.”

"Closed" would be one that is not a partnership (LLP) I think. Most REI's would fall into this description above I think.

I called them our “law makers” this morning, they don’t have clue and are about as worthless as the people on the phone at my states Secretary of State and Attorney Generals Office. All I get out of them is "hire a private attorney" or "you need legal advice" .

Some people starting out with no assets, the underdog DIY, has limited support for their tax payer dollar some of which are creating jobs in the community. We are still perusing the Commissions office and local university and paid them a visit today for “free legal advice”, will see what its worth soon.

It's pretty overwhelming the number of statues that govern LLC: Here are a few in my state: http://www.kslegislature.org/li/b2011_12/statute/017_000_0000_chapter/017_076_0000_article/

I plan on reading them all to educate myself.

Even when you flip a house if you don’t disclose or know about failures/hazards and do not buy a Homeowners Warrantee you are liable I believe.

Further. If you file your taxes as a “Disregarded Entity” as personal I’d wonder how that hurt your court case as being separate,

LLCs Classified as Disregarded Entities

If an LLC has only one member and is classified as an entity disregarded as separate from its owner, its income, deductions, gains, losses, and credits are reported on the owner's income tax return. For example, if the owner of the LLC is an individual, the LLC's income and expenses would be reported on the following schedules filed with the owner's Form 1040:

Schedule C, Profit or Loss from Business (Sole Proprietorship);

Schedule C-EZ, Net Profit From Business (Sole Proprietorship);

Schedule E, Supplemental Income and Loss; or

Schedule F, Profit or Loss From Farming.