Corporate & Business Law

Corporate Representation & Formation
Business Entity Formation
Business Entity Ownership Disputes
Hazardous Products / Product Liability
Premises Liability




Corporate Representation & Formation

When it comes to business and legal matters, you need Practical advice that takes into account your individual business goals and needs. All of the legal issues you face can involve various risks and solutions. Therefore, it is important that your attorney understand your business, business needs, and business goals in order to tailor customize your legal options. Unfortunately, most law schools do not teach business skills, and law firms do not generally train lawyers to think like business people. T. Mitchell Kalom is unique; he is not just lawyer; but has over twenty two years of experience in managing, owning and operating a variety of businesses. It’s this kind of business perspective that allows Kalom & Associates, PLLC to provide legal advice and options that take into account practical business needs. With this experience the firm can provide your business the advantage of timely and custom designed legal services without the overhead and cost associated with hiring an in house general counsel. Kalom & Associates, PLLC can serve as an affordable, flexible and accessible General Counsel alternative, saving you time and money that can be better focused on what you do best, running your business.

Kalom Law Firm, PLLC can also handle the mundane day to day and week to week issues that may arise. We are available every day by phone and, can also arrange to be on site at your business on a routine basis. We can also review your contracts or audit aspects of your business to help you avoid costly legal problems down the road.


Business Entity Formation

Regardless of whether you determine that the best entity for you is a corporation, S-Corp., LLP, LLC or other entity, Kalom & Associates, PLLC has the expertise necessary to assist you in the decision making process and in the complete formation of your entity. The firm also offers its clients the service of maintaining their corporate records for a small annual fee, which helps to ensure your entity is in compliance and up to date.


Business Entity Ownership Disputes

Ownership disputes often arise when business partners or business associates decide that they no longer wish to work together. Usually, a contract between the parties sets forth the right to ownership that each partner or associates has, but disputes may nevertheless arise. Some of the most frequent disputes revolve around customer lists, the limitation in competition, and the ownership of entity assets. In such instances, the lawyer’s function is to help resolve these questions between individuals before the dispute turns into a costly and complex court battle. For that reason, it is important that the attorney have good negotiation skills and an understanding of the structure of the contract so that a fair and reasonable resolution can be achieved between the disputing parties.

Although a contract may limit competition between previous business associates, such limitation may not overreach. Although the law generally allows great latitude in business and contractual agreements between parties, it balances those rights against an individual’s fundamental right to earn a living. To that end, the law has put-in-place various limitations regarding the length of time; size of territory; ownership/restriction upon use of customer lists; and type of professional limitations sought to be enforced. Often these types of problems involve very emotional reactions and thus the attorney must be able to understand and deal with such emotions while at the same time keeping the parties focused upon achieving resolution.


Hazardous Products / Product Liability

Product liability deals with cases involving defective or unsafe products. Manufacturers, wholesalers, and retailers of products can be held liable for damages arising from the use of defective products. Products covered by this area of law, include food, drugs, and real estate, as well as virtually all consumer products. The user who is injured and seeks damages does not need to be the original purchaser of the product. Nor does a person seeking damages have to prove negligence in many cases. Product liability frequently is a question of strict liability: that is, if the product is defective and that defect caused injury, the injured user may sue for damages as long as the product was used as it was meant to be used and not substantially changed from its original condition.

If the injured user was using the product in a manner not intended by the manufacturer or retailer, or had altered the product so that safety features were disabled, it may not be possible to prove that injuries were caused by defects in the product. The defendant may be able to successfully claim that the injuries were caused by the acts of the plaintiff.

Questions of negligence and breach of warranty are also grounds for a claim for damages under product liability. In the case of negligence, if it can be shown that a company was negligent in testing its product adequately or in supplying directions for its use, the injured party probably has grounds for filing suit. Similarly, a manufacturer implies a warranty for fitness of use and freedom from defect when an item is sold. If the item proves to be defective, or is unfit for the purpose intended, an injured user can file a product liability case. In a case of negligence, it is important that the plaintiff be able to show that the product was defective when it left the control of the party he is suing. It is not possible to hold someone liable for a defect that occurred after that party had control over the product.

In product liability, there are various areas of defects that can occur. If a claim of strict liability is to be pursued, the injured party will need to show that the product was unreasonably dangerous for its intended use, due to a defect. There are generally three areas in which a product can be unreasonably dangerous:

The manufacturer or seller can fail to warn about dangers associated with the products use. Manufacturers and sellers are expected to give adequate warnings about possible dangers, and to provide clear and adequate instructions of use. Failure to do so can cause a useful product to become deadly. For instance, coolants used in automobiles are extremely toxic – failure to print warnings of this toxicity on the product labels could lead to an accidental poisoning and thus to a suit for damages.

The product may have a design defect. This means that the product is manufactured with a defect, even if it is assembled perfectly. An example would be a car gasoline tank that is designed with weak walls such that an impact can rupture the tank and cause the car to catch on fire, even when the tank is correctly assembled and installed.

A manufacturing defect exists when an otherwise safe product is rendered dangerous because it is assembled improperly. A car whose wheel is installed with missing or cross-threaded bolts may lose a wheel at high speed, injuring or killing the driver and passengers. If it is proved that the car was manufactured with that defect, the manufacturer will be liable.

In all cases of product liability, it is essential to the success of the case that the product be preserved and that all paperwork showing the origin of the product be made available. Receipts showing purchase, any repair records, etc., can be vital to building a successful case.

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Premises Liability


When someone is injured as a result of unsafe property or building conditions, they may have a right to make a claim for their damages against the owner of the property.

In some states, the landowner's duty to protect an entrant on the land depends on whether that person is a trespasser, licensee or an invitee. The landowner's duties are different for each type of entrant. The landowner owes less of a duty to protect the trespasser then the other types of entrants. The landowner's duty of care is highest for business invitees. Some states, however, have done away with these multiple classifications in favor of one standard of "reasonableness under the circumstances" of a particular case.