Message from the Editor

Jerome A. Grossman

Welcome to Business Law News (BLN) 2020 Issue 1! We are pleased to present in this issue a diverse array of articles:

• First up, we have Rick Frasch’s introduction to the Business Law Section’s Opinions Committee’s soon-to-be published sample legal opinion for personal property transactions, based on the previously published sample legal opinions for business transactions, venture capital financing transactions, and partnerships and limited liability companies. The report should be a welcome addition to the library of anyone whose practices touches upon secured transactions or legal opinions generally.
• We follow that with an article by Layton Pace analyzing Presta v Tepper and Han v. Hallberg, two Court of Appeal decisions (the former issued in 2009, the latter issued just last year, in 2019) addressing whether an ordinary trust, such as an estate-planning trust, can be a partner in a partnership. The Presta court said, "no"; the Hallberg court said, "yes." As this issue goes to press, Hallberg is on appeal to the California Supreme Court, with briefs due the first week of February.
• Next, Grant Nagolian’s article, The Current Plight of the California Franchise Business Model, challenges the application to business franchises of last year’s AB5, mandating that many workers previously classified as independent contractors (and, possibly, as franchisees) now be classified as employees entitled to the protection of California’s wage and hour laws.
• Kit J. Gardner’s article discusses recent case law addressing a party’s right to recover contractual (and, in some cases, non-contractual) attorneys’ fees from a debtor in bankruptcy.
• We are pleased to present a reprint of an article by Barry Kurtz and Katherine Wallman, originally published in the Daily Journal, laying out the elements of what constitutes a franchise and addressing the risks of unintentionally creating a franchise when documenting what the parties intend to be an entirely different relationship.
• Lastly, tax practitioner Robert W. Wood describes the effect of the 2017 Tax Cuts and Jobs Act on the taxation of attorneys’ fees awarded to plaintiffs in personal injury litigation and provides guidance regarding the methods that have been (or might be) employed in efforts to maximize the actual economic benefit realized by plaintiffs from their awards.

Now, as always, the BLN is seeking articles of general interest to business law practitioners. Publishing in the BLN is a terrific opportunity both to influence the discourse in the areas in which you practice and to market yourself and your skill set. PLUS: if your article was written specifically for the BLN (and not as a work project), you can get CLE credit for the time you spend writing it!