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We are small business lawyers in Fairfax, Northern Virginia, providing high quality and personal service for small businesses, organizations, and associations. Welcome to the Gross &Romanick, P.C. Blog. We are a law firm located in the dynamic County of Fairfax, Virginia. We assist individuals and businesses with legal matters in Virginia, Maryland and Washington DC. We take an aggressive and creative approach to achieve our client’s goals.

Gross & Romanick Changes Name Effective on January 1, 2019

Dependable Lawyers. Effective Solutions. We are happy to announce that, effective on January 1, 2019, Gross & Romanick, P.C. will officially change its name to Gross, Romanick, Dean & DeSimone, P.C. We will continue to offer the same high quality legal services upon which Gross & Romanick, P.C. has built its stellar reputation, but will do so with the addition of two named partners, A. Charles Dean and Christopher J. DeSimone. This name change reflects the expanded roles that Messrs. Dean and DeSimone have undertaken since becoming partners of the law firm in 2014. Please note that, as of January 1,...

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Enforceability of Non-Compete/Confidentiality Agreements with Competitor

Obviously, it is not advisable to share proprietary and trade secret information with competitors or potential competitors, but business circumstances may dictate a need for such revelations, such as a possible merger, acquisition or future business arrangement. In these situations, the parties generally enter into a Non-disclosure Agreement ("NDA") and should also consider a Non-compete and Confidentiality Agreement ("Non-compete Agreement"). The 2018 case of Darton Environmental, Inc. v. FJUVO Collections, LLC, et.al. (U.S. District Court, Western District)(the "Darton Case") illustrates the risks of revealing your secrets to a competitor, even with a Non-compete Agreement in place. If the situation turns bad,...

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Purchasing a Virginia Residential Rental Property at Foreclosure? You Need to Understand the Tenant’s Rights.

If you purchase a Virginia residential rental property at foreclosure, you need to understand the rights of the tenants occupying the property. In the wake of the 2009 foreclosure crisis, Congress enacted the Federal Protecting Tenants at Foreclosure Act ("PTFA"), which expired in 2014 but was permanently extended on May 24, 2018. The purpose of the PTFA is to protect tenants from immediate eviction after the homeowner defaults on the mortgage and the lender forecloses on the property. Virginia Code § 55-225.10, which went into effect on July 1, 2017 before the extension of the PTFA, also protects tenants from...

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Reservation of Rights Letters

Have Your Cake and Eat It Too A reservation of rights letter (a “RORL”) is a notice that one party to a contract or dispute (the “sender”) provides to the other party (the “recipient”) in order to preserve certain contract rights or remedies that might otherwise be deemed waived as a result of the sender’s actions. A typical RORL will include language that the sender’s performance of a certain act "is not a waiver of any of the sender's rights under the contract and applicable law" and that the sender “reserves all of its rights and remedies under the contract and...

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Why Do We Care About the Common Law of Old England?

When most people hear the term "common law" they think of "common law marriage" in which two individuals can be considered legally married even though they never formally wed. Virginia is one of a majority of states in which you cannot create a common law marriage. Although common law marriage is a very interesting topic, this article will not discuss common law marriage. Instead, it will provide a basic understanding of the common law and how it is relevant to our modern legal system. A brief history of the common law: The foundations of the common law dates to the Battle...

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Assignment of Commercial Leases | Gross & Romanick, P.C.

In most business sale transactions, the buyer will want to operate the business at the current location(s) after the sale. As a result, the seller’s real property leases must be “assigned” to the buyer as of the closing date of the sale. A commercial lease is “assigned” when the buyer steps into the shoes of the seller and becomes the “tenant” under the lease. In the vast majority of cases, the written consent of the landlord must be obtained before the lease can be assigned to the buyer. One of the first things the buyer should do as part of...

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Asset Sale or Equity Sale? | Gross & Romanick, P.C.

There are two primary methods for buying or selling an existing business: (1) The asset purchase and, (2) The equity purchase. The advantages and disadvantages of each method should be assessed in every business sale. The purpose of this article is to explain in very general terms how these two transactions differ. In the equity purchase, the buyer acquires an ownership interest in the business that is sufficient to control the company. If the business is a corporation, the buyer purchases stock in the corporation from the existing shareholders. If the business is a limited liability company (LLC), the buyer purchases a...

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Gross & Romanick Sponsors PRS Non-Profit Work Derby Day 2017

Gross & Romanick is proud to be a sponsor of this year’s Raising the Stakes for Hope & Recovery event, benefitting PRS, Inc., (www.prsinc.org). PRS is a nonprofit helping those living with serious mental illness or facing life crises in our local community. Their annual Kentucky Derby tradition. Raising the Stakes for Hope & Recovery Benefit will take place at the Hidden Creek Country Club in Reston, Virginia on Saturday, May 6, 2017, 5:00 – 8:30 pm. The event features watching the 143rd Run for the Roses as well as a grand silent auction, heavy hors d’ oeuvres, mint juleps, Derby hat contest...

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Can a business owner be held personally liable for the obligations of an entity operating under a tradename?

In Virginia, a business entity is permitted to operate under a name that differs from the legal name of the entity. For example, a restaurant business owned by “John Doe, Inc.” could choose to operate under the name “Johnny’s Diner”. This operating name is generically referred to as a tradename, but may also be referred to as a “DBA” (doing business as), or “A/K/A” (also known as), or “T/A” (trading as). The technical legal term for a tradename in Virginia is a “fictitious name”. Virginia law requires any business entity (domestic and foreign) operating under a tradename in Virginia to register...

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What is the difference between a merger and an acquisition? – Registered Agent Newsletter

Business sales and combinations can take a variety of forms, and there is no standard method by which businesses are purchased or acquired. Each transaction is unique, with the form of the transaction dependent upon the goals of the parties, the existing legal structures of the parties, and the tax consequences resulting from the transaction. The terms “merger” and “acquisition” are often used interchangeably in reference to the sale and combination of two business entities, but each term has a distinct legal meaning. The purpose of this article is to differentiate between the two terms - not to analyze the...

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