Five months before the LLC was founded, McInnis, who had experience operating successful restaurants across the country, filed an application for registration for the “Root & Bone” service mark with the United States Patent and Trademark Office (PTO) on behalf of his separate company, CHEF Jeff McInnis LLC. McInnis did not share the listing request with Freedman. Root & Bone LLC`s operating agreement has remained silent on the ownership of the restaurant`s name. Nearly a year later, when McInnis and Booth moved to Florida, the PTO registered the “Root & Bone” service mark with chief Jeff McInnis LLC. A few months later, McInnis signed a “Restaurant Management and Licensing Agreement” on behalf of Root & Bone LLC and Chef Jeff McInnis LLC, which granted the latter the right to license the Root & Bone name to third parties as well as food and beverage menus, user manuals, and other intellectual property rights. The licensing agreement gave McInnis a 6% management fee and also provided for monthly target distribution amounts for Freedman. Determine the contribution each owner makes in exchange for their ownership shares. This can take the form of cash, goods, services or a combination of these. However, the judge did not prohibit them from working for the two Root & Bone restaurants they had already opened in Miami and Puerto Rico, and he did not prohibit those two restaurants from using the name or other intellectual property, acknowledging that Freedman “benefited from its association with the defendants, who are largely responsible for creating the value associated with the Root & Bone name and intellectual property.” If, as in the Freedman case, one of the principal officers of the new company has already taken steps to register the trademark in person, the co-owners should contact an agreement in advance and remember some kind of agreement, either to transfer the trademark to the company or to license the trademark on terms acceptable to all. If you don`t take these steps, it will almost certainly lead to disagreements – or worse – on the road. There are no laws that require what actually goes into a company agreement, but remember that this is the basic agreement between members. First of all, in any business project, it is better to describe in writing the conditions under which the company will operate.
There are statues that provide for certain standard rules. Some of them are related to the overall nature of LLCs and others are initiated by the government. The limited liability company as a place of refuge, but without an operating agreement, may not provide adequate protection, even if you are sued. In December 2017, Freedman sought an injunction and injunction to prevent McInnis and Booth from obtaining a license or working for the root & Bone name and to prevent such a licensee from using the root & Bone name or any other intellectual property. The world of media is the Mecca of processes. That is the first principle. Therefore, you need to protect every property you create! You can also read the LLC and the law. In recent cases, courts have required that membership documents be duly signed by all members.
The court will also examine whether the provisions of the agreement have been complied with. Judge Ostrager pointed out in favor of Freedman and also noted that root & Bone LLC`s operating agreement “indisputably” required Freedman`s approval of the license agreement and that McInnis, acting without him, was also acting in flagrant violation of Section 411 of the New York LLC Act, which governs transactions with “interested managers.” The court`s opinion mentions the company`s operating agreement, which was signed by the three members when DB Squared was founded, but says little about it. It is easy to assume that the employment contract did not contain any provision that any software developed by any of the Company`s members would be treated as contract work and that the Company owns all copyright and other related intellectual property rights. Alternatively, the Johanson brothers could have insisted at first that Oliver, as the developer of the software, enter into a separate written employment contract in which his work product is also called contract labor. Freedman then filed a lawsuit against McInnis and Booth, claiming that they had illegally converted the Root & Bone name into violation of the operating agreement and fiduciary duty. Freedman claimed that although he discussed the license agreement with McInnis, he never approved it as required by the company agreement. He also claimed that McInnis and Booth had opened restaurants in other places called Root & Bone. If you intend the company to own all the intellectual property created by the members, be sure to include a provision that says the same thing. .