Partner and shareholder disputes, breach of fiduciary duty, contracts, trade secrets, and other Kentucky business litigation.
Quick answer: To win a breach of contract claim in Kentucky you must prove a valid contract, that you performed or were excused from performing, that the other party breached, and that the breach caused you damages. Written contract claims carry a long limitations period (ten years for contracts signed after July 15, 2014 under…
Quick answer: A fiduciary duty is breached in Kentucky when a partner, LLC manager, corporate officer or director, or similar person of trust acts in their own interest at the expense of the person or company they serve. The duties come from KRS 362.180 (partners), KRS 275.170 (LLC members and managers), and KRS 271B.8-300 and…
Quick answer: A Kentucky fraud claim requires six elements: a material misrepresentation, its falsity, the defendant’s knowledge or reckless disregard, intent to induce reliance, reasonable reliance by the plaintiff, and resulting injury, all proven by clear and convincing evidence. Negligent misrepresentation and fraud by omission are related claims with different proof, and the limitations period…
Quick answer: Under Kentucky’s statute of frauds, KRS 371.010, certain contracts are unenforceable unless evidenced by a writing signed by the party being sued, including contracts for the sale of real estate, agreements that cannot be performed within one year, promises to pay another’s debt, and, under KRS 355.2-201, sales of goods for $500 or…
Quick answer: Kentucky partnership disputes are resolved first by the partnership or operating agreement and then by statute: the Uniform Partnership Act (KRS 362.150 to 362.360) for general partnerships and the LLC Act (KRS Chapter 275) for LLCs. Partners owe each other fiduciary duties, courts can order judicial dissolution under KRS 275.290, and most disputes…
Quick answer: When a customer will not pay, a Kentucky business should send a written demand, then sue in small claims (up to $2,500), District Court, or Circuit Court depending on the amount, and use prejudgment attachment under KRS 425.301 where assets may disappear. After judgment, garnishment and judgment liens under KRS 426.720 are available,…
Quick answer: Kentucky courts pierce the corporate veil and hold owners personally liable only when the entity was so dominated by its owners that it had no separate existence, and respecting the corporate form would sanction fraud or injustice. Factors include commingled funds, undercapitalization, ignored formalities, and use of the entity to evade obligations. Veil…
Quick answer: In Kentucky, venue is generally proper in the county where the defendant resides or, for a corporation, where it has its principal office or the cause of action arose, under KRS 452.400 and related statutes. A forum selection clause in a contract will usually be enforced if it is mandatory, clearly worded, and…
Quick answer: Commercial lease disputes in Kentucky are governed by the lease itself and general contract law, not the residential protections of KRS Chapter 383. The lease controls maintenance, default, cure periods, remedies, assignment, and personal guarantees, and courts enforce what sophisticated parties agreed to. Read the lease before the dispute, not after. Commercial leases…
Quick answer: A buy-sell agreement is a contract among business owners that sets who can buy a departing owner’s interest, what events trigger a buyout (death, disability, divorce, departure, or deadlock), how the price is determined, and how it is funded. Kentucky businesses without one risk ending up in partnership with an owner’s heirs, ex-spouse,…