Partner and shareholder disputes, breach of fiduciary duty, contracts, trade secrets, and other Kentucky business litigation.
Quick answer: An indemnification clause shifts responsibility for specified losses, including third-party claims and sometimes attorney’s fees, from one contracting party to the other. Kentucky enforces these clauses as written, including clauses covering the indemnitee’s own negligence when the language is clear, so the scope, triggers, defense obligation, and insurance backing should be negotiated before…
Quick answer: To dissolve a Kentucky LLC or corporation properly, owners must approve dissolution as the operating agreement or bylaws require, file articles of dissolution with the Secretary of State under KRS 275.285 or KRS 271B.14-030, notify and pay known creditors, resolve tax obligations, and distribute remaining assets. Skipping these steps can leave owners personally…
Quick answer: Kentucky’s version of the UCC, KRS Chapter 355, gives buyers of goods claims for breach of express warranty (KRS 355.2-313), the implied warranty of merchantability (355.2-314), and fitness for a particular purpose (355.2-315). The buyer must give timely notice of the defect under 355.2-607 and sue within four years under 355.2-725, and damages…