News and Tips

Summary of 2017 Tax Law Changes

Whether you love or hate the recent changes to the tax code, real estate investors and business owners need to understand how these changes affect them. For an excellent summation, see Sheppard Mullin's Real Estate, Environmental and Land Use Law Blog post, and consult with your tax advisor:

"Manager" vs. "Managing Member"

We are often asked, "What's the difference between a 'manager' and a 'managing member'?" We also frequently see misuse of these terms. The good news is, a court recently held that a mistaken designation of an individual signing an agreement as  the "managing member" of an LLC did not invalidate the agreement for  lack of authority, in the absence of actual knowledge by the other party  that the individual had no authority to execute the document. Although the holding was made by a fifth circuit court, it might provide useful guidance to California courts considering the same issue. Western Surety Co. v La Cumbre Office Partners, LLC (2017) 8 CA5th 125

Kohler v. Bed Bath & Beyond

In 2015, the  Ninth Circuit Court of Appeals held that the nation's leading  housewares retailer was not liable for alleged violations of the ADA in  the common area parking lot in front of its store. Even though Bed Bath  & Beyond paid into a common maintenance fund, the court held that  the ADA does not impose "upon tenants liability for ADA violations that  occur in those areas exclusively under the control of the landlord."  This decision suggests that landlords can no longer expect to pass  liability for ADA violations in common areas to their tenants. For full decision: