Recent Posts

Prior to Derivative Suit, Shareholder Demand Must Clearly Identify Wrong and Demand Action
Posted on 20 May 2013 by Lee Berlik

A shareholder acting on behalf of a corporation may bring a "derivative suit" against corporate directors and management for fraud , mismanagement, self-dealing or dishonesty. Before bringing such a suit, the shareholder must make a written... Read More

Virginia Court Pierces Corporate Veil But Declines to "Reverse Pierce"
Posted on 1 Aug 2011 by Lee Berlik

Courts don't often grant requests to " pierce the corporate veil " - in other words, to disregard the existence of a corporation and to hold a shareholder personally liable for the corporation's debts - but in a recent Virginia case... Read More

UCC Protects Bank from Breach of Contract Allegations
Posted on 10 Mar 2010 by Lee Berlik

Even in Virginia, which recently placed which recently placed first in a ranking of the " Best States for Business " by, businesses often fail. Particularly in small companies, relationships among the owners sour and partnership disputes... Read More

Virginia Limited Liability Company (LLC) Membership Interests Analogous to Partnership
Posted on 13 Dec 2011 by Lee Berlik

The Virginia Supreme Court ruled on November 4, 2011, that membership in a Virginia limited liability company is comprised of two components--a control interest and a financial interest--and that only the financial interest is transferable by will... Read More

Misrepresentation of Present Intent to Perform Contract
Posted on 10 Oct 2012 by Lee Berlik

In Virginia, a fraud claim must state (1) a false representation, (2) of a material fact, (3) made intentionally and knowingly, (4) with intent to mislead, (5) reliance by the party misled, and (6) resulting damage to the party misled. Fraud claims cannot... Read More

Virginia's Subpoena Power Does Not Extend Beyond Its Borders
Posted on 21 Apr 2015 by Lee Berlik

Back in 2012, the Alexandria Circuit Court ruled in an Internet defamation case that discovery could be obtained from a nonresident third party by serving a subpoena on the company's registered agent in Virginia. That decision was reversed last week... Read More

Prominent Defamation Lawyers Pursue Sherrod's Libel Case Against Breitbart
Posted on 22 Feb 2011 by Lee Berlik

Last summer, United States Department of Agriculture official Shirley Sherrod was forced to resign after conservative activist Andrew Breitbart posted online a speech that she had made 23 years before, when she worked for a nonprofit organization. The... Read More

Virginia's Economic Loss Rule
Posted on 20 Jun 2014 by Lee Berlik

A plaintiff filing a lawsuit usually wants to demand as much money as possible, both for the intimidation value and because in Virginia state court, you cannot recover damages in an amount greater than what you asked for in the complaint, even if the... Read More

How IronClad Is Your Non-Compete Agreement?
Posted on 11 Mar 2011 by Lee Berlik

In Virginia, employers who wish to restrict their employees from competing with them in a new job need to write restrictive covenants tightly and narrowly and should define all the key terms in their noncompete and nonsolicitation agreements carefully... Read More

Managing Agents Must Travel to Virginia for Depositions
Posted on 24 Jan 2011 by Lee Berlik

During discovery, an examining party has the power to compel the deposition of a corporate defendant's " managing agents ." If the plaintiff's lawyer designates an individual to testify who is not an officer, director, or managing agent... Read More

Dissolving a Partnership for Frustration of Purpose
Posted on 8 May 2012 by Lee Berlik

Under Virginia law, a partner can apply for dissolution of a partnership under Virginia Code § 50-73.117(5) upon grounds that: (a) The economic purpose of the partnership is likely to be unreasonably frustrated; (b) Another partner has engaged... Read More

Law of Fraudulent Conveyances Outlined by Virginia Supreme Court
Posted on 27 Sep 2011 by Lee Berlik

Once a plaintiff has introduced evidence to establish a " badge of fraud ," a prima facie case of fraudulent conveyance is established and the burden shifts to the defendant to establish that the transaction was not fraudulent. So held the... Read More

The Right to Nonsuit in Virginia Litigation
Posted on 26 Mar 2015 by Lee Berlik

What is a nonsuit? Simply stated, a nonsuit is a voluntary withdrawal or dismissal of a lawsuit by the party that filed it that allows the party to bring a second suit on the same cause of action. (See Va. Code § 8.01-380 ) [ an annotated version... Read More

Virginia Supreme Court Declines to Set Aside Defamation Verdict Against County Administrator
Posted on 9 Feb 2011 by Lee Berlik

In Virginia, as in other states, potentially defamatory statements made in official government proceedings receive protection from defamation claims . But some such statements get the benefit of absolute privilege, which means that even a knowingly false... Read More

Virginia Right to Nonsuit Unaffected by Federal Court Dismissal
Posted on 10 Oct 2012 by Lee Berlik

Dr. Adel S. Kebaish filed a defamation case in Fairfax County Circuit Court against INOVA Health Care Services and several doctors alleging defamation , breach of contract , tortious interference , conspiracy , wrongful termination and unjust enrichment... Read More