Business License Denial Appeals and Office of Administrative Hearings

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If your business license was denied by a government agency in Minnesota, you need to act immediately to secure an administrative appeals lawyer to analyze the facts of your case from a legal perspective. In almost all cases, a license denial by a government agency can be appealed for additional review. This right to appeal, however, usually has a definite time limitation. Most Minnesota government agencies give you as little as thirty (30) days to appeal the denial of your business license, and it is very rare to have more than sixty (60) days to appeal an administrative determination.

In Minnesota, most of the business license denial cases are appealed to the State of Minnesota Office of Administrative Hearings. The Office of Administrative Hearings is an independent agency which should conduct impartial hearings for other state agencies. Once you appeal your business license denial, you will become part of what is known as a “contested hearing” – basically, this means that there will be a trial-like hearing. An administrative law judge will preside over a hearing while both sides have an opportunity to present their evidence and cross-examine each other’s witnesses.

Indeed, even though this is supposed to be an administrative hearing with much more relaxed procedures than those adopted by the civil courts, the Office of Administrative Hearings follows a set of rules which partially adopt and/or resemble the Minnesota Rules of Civil Procedure. This means that a skilled lawyer may take full advantage of the prehearing motion practice to benefit his client’s case.

A major drawback of the contested hearings conducted by the Office of Administrative Hearings is the fact that, in most cases, an administrative law judge is only able to issue a recommendation which may be rejected or accepted by a government agency that originally denied the license. This means that, if the government agency persists in its denial and ignores a contrary ruling by an administrative judge, you will have to appeal the case further to the district court. This is not common, but it happens.

As you can see, the appeal of a business license denial is not an easy task and may require a detailed knowledge of laws and administrative procedures. This is why it is important to secure the help of a Minnesota administrative appeals business attorney as soon as possible.

Sherayzen Law Office has the necessary administrative appeals experience and knowledge of the rules and procedures of the Office of Administrative Hearings to mount an effective and vigorous representation of your interests.

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International Contract Lawyers Minneapolis | New Incoterms 2010

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The International Chamber of Commerce (“ICC”) has announced that Incoterms 2010 is scheduled to be launched in September and come into effect on January 1, 2011.

Incoterms is the abbreviation for “International Commercial Terms” and were introduced by the ICC back in 1936 to provide people engaging in international trade a common set of trade terms that would be understood across the world. Incoterms are crucial when trading across borders and should be included in all international sale of goods contracts because they help parties avoid misunderstandings by clearly identifying the obligations of the buyer and seller. They stipulate in one short acronym exactly who will pay for the freight, who wears the risk in the goods at which point in time, who pays for insurance and duty.

In order to keep up with the rapid expansion of world trade and globalization, the Incoterms rules are revised about once a decade. Since the last revision in 2000, much has changed in global trade and the current revision will take into account issues such as developments in cargo security and the need to replace paper documents with electronic ones.

Therefore, the new 2010 edition includes 11 terms instead of the 13 in the previous edition. The following terms from Incoterms 2000 have been deleted from the list: DAF, DES, DEQ and DDU. These two new terms have been added to the list: DAT and DAP.

Another significant change has to do with categories of the Incoterms. Incoterms 2000 had four categories, while Incoterms 2010 only has two categories. The first category can be called “Rules for Any Mode of Transport” (also knows as “multimodal” Incoterms) and includes the following terms:

CIP – Carriage and Insurance Paid
CPT – Carriage Paid To
DAP – Delivered At Place
DAT – Delivered At Terminal
DDP – Delivered Duty Paid
EXW – Ex Works
FCA – Free Carrier

The second category is described as “Rules for Sea and Inland Waterway Transport Only” and includes the following terms:

CFR – Cost and Freight
CIF – Cost, Insurance and Freight
FAS – Free Alongside Ship
FOB – Free On Board

All current and potential exporters should be aware that new Incoterms are expected to take effect in 2011. Sherayzen Law Office will continue to update the readers on the progress of the revisions. In the meantime, we recommend that you ensure, and if necessary seek legal advice to ensure, that your commercial trading terms accurately reflect the transaction.

Call NOW to discuss your contract with an international trade attorney!

Minnesota Money Transmitter License Application: Required Enclosures

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When a business entity applies for a Minnesota money transmitter license, the applicant must be aware that, in addition to answering the questions on the application, the Department of Commerce (“Department”) requires a large number of additional documents that must accompany the original license application. While the precise nature of the required documentation varies depending on whether the applicant is a corporate entity or noncorporate entity and how many locations the applicant intends to operate, the following documents usually must be submitted with the original license application.

1. Sample of the authorized delegate contract(s), if applicable;
2. Sample of the form of payment instrument(s);
3. If the applicant is a corporation, copy of the “Certificate of Incorporation” or, if incorporated in another jurisdiction, copy of the “Certificate of Foreign Incorporation” from the Minnesota Secretary of State. If, however, the applicant is not a corporation, then a copy of the “Article of Organization”;
4. Certificate of good standing from the state in which the applicant is incorporated (if applicable);
5. Copy of criminal history verification for each person listed in Section III or IV of the application;
6. Required financial statements;
7. Surety bond, irrevocable letter of credit, or other similar security device for the required amount (the form is included in the application);
8. Uniform Consent to Service of Process and acknowledgment form;
9. If the applicant has employees in Minnesota, then evidence of current worker’s compensation coverage;
10. Authorization to Release Information form;
11. Affidavit of Official Signing Application form; and
12. Check of money order for the applicable fee amount payable to the “Department of Commerce”.

Sherayzen Law Office can help you correctly collect all of this information, review your money transmitter license application, and file the application with the Minnesota Department of Commerce.

Please, call NOW to discuss your license application with a business attorney!

Minnesota Money Transmitter License Application: Expiration of Initial License Considerations

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Applying for a money transmitter license in Minnesota can be an expensive enterprise, and the applicant should make sure that he will be able to maximize the benefits that can be derived from the license. The definition of the licensed period, therefore, becomes one of the most important considerations.

The Department of Commerce (“Department”) states that the licenses issued under Chapter 53B (the statute which grants the Department authority to issue money transmitter licenses) expire annually on December 31. In order to conduct money transmissions after December 31, the applicant will have to timely submit the application for the license renewal. Hence, it does not matter whether the license is issued on January 1 or October 30 of the same year – the license will still expire on December 31 and, in the latter case, the applicant will need to file the license renewal application almost immediately after the initial license application is granted.

Therefore, if the applicant applies for a money transmitter license in the last quarter of a calendar year, it may be beneficial for him to insist that the license should be issued as of the first of January of the following calendar year. Obviously, in this situation, the applicant may not conduct any transmissions prior to January 1 of the following calendar year. Hence, a cost-benefit analysis must be conducted in order to determine whether it is more profitable for the applicant to obtain the license now or to postpone it until January 1 of the following year.

Sherayzen Law Office can help you file your money transmitter license application with the Minnesota Department of Commerce.

Please, call NOW to discuss your license application with a business attorney!

Franchise Agreements: Typical Structure

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Over the past fifteen to twenty years, the franchise agreements have grown tremendously in complexity and size. They also tend to be more and more favorable toward the franchisor. Therefore, if you are a potential franchisee, you must read the franchise agreement very carefully to make sure that you fully understand what the agreement is saying. While it is imperative to hire a business attorney to advise you before you sign the agreement, this essay will sketch the typical structure of most franchise agreements in order for you to be able to better navigate your franchise contract.

1. Recitals. The recital provisions usually attempt to describe the franchisor’s system, its potential to contribute a great variety of proprietary information, and the reputation of the franchisor in the industry. Be careful: these provisions are generally not repeated as commitments of the franchisor and are typically disclaimed later in the franchise agreement (otherwise, the franchisee may have a breach of contract claim later).

2. Term of the Franchise and Exclusive Territory (if any). This part of the franchise agreement describes the longevity of the franchise agreement, whether any renewals are available, and what territory is granted exclusively to the franchisee against the same-brand competition.

3. Payment Obligations. Most of the agreements set out the payment obligations of the franchisee separately, while others merge this part of the contract with the rest of the franchisee’s duties.

4. Franchisor’s Duties. This part of the franchise agreement describes the franchisor’s duties toward the franchisee. Usually, however, these obligations are riddled with exceptions and references to the franchisor’s discretion. For examples, phrases such as “in its discretion” or “upon written request” are very common. Be careful: this part of the franchise contract may actually be used to impose obligation on the franchisee. Your attorney needs to review this section of the agreement very closely.

5. Franchisee’s Duties. The provisions regarding franchisee’s obligations may be especially numerous. Many modern franchise agreements may contain a very detailed list of duties imposed on the franchisee, and incorporate by reference the entire content of additional manuals and “any subsequent changes and additions thereto.” Additional covenants in separate articles may also be included in the franchise agreements.

6. Transfer, Assignment, and Termination. This part of the franchise contract sets forth how the franchisee may transfer (including through death, incapacitation, and sale) the franchise to another party. A right of first refusal in favor of the franchisor is often included. Also, be on the lookout for additional substantial fees paid by the franchisee to the franchisor in case of a transfer.

7. Miscellaneous: Choice of Law/Forum, Dispute Resolution, Disclaimers, Indemnification and Exculpatory Clauses. This part of the franchise agreement usually contains a mandatory arbitration clause and unfavorable choice of law provisions which may attempt to deprive the franchisee of the existing statutory protections. Here, you will also find various disclaimers and the indemnification requirements. Finally, various “no representation”and “no reliance” clauses (admitted by the franchisee upon execution of the franchise contract) are often included here. Despite the extreme pro-franchisor bias of many of these provisions, state and federal courts have a tendency to enforce them. Therefore, you must study these provisions with your attorney in order to make sure you understand what types of claims against the franchisor you are giving up by signing this agreement.

A typical franchise agreement is about 40-50 pages of dense legal language. Usually, it contains more information in addition to what is described above. Some agreements do not follow the above-described structure at all, but, rather, adopt their own format which may divide, omit or merge the sections described above into more or fewer articles and sub-sections. Therefore, it is highly advisable to retain services of a franchise attorney to review your franchise agreement to make sure you understand all of the provisions of this contract.

Sherayzen Law Office can help you review and analyze your franchise agreement so that you can understand your rights and obligations before you sign the contract.

Call NOW to discuss your franchise agreement with a business lawyer!