Legal Question in Business Law in California

legal form needed

hello my company manufactures

precast products(table bases,

mantels) I am getting ready to place

about 20 products(showroom

samples) into a shoowroom which is

owned by another party. Is there a

certain form I can buy to cover

myself that these are my pieces, only

showroom samples- not to be sold. I

don't want to put these pieces in the

showroom then have this guy turn

around and say the pieces are his

because they are on his property.


Asked on 7/08/09, 12:58 pm

6 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: legal form needed

Although five answers should be enough, I can't resist making a comment or two. The first would be that you are probably trying to develop a long-term and mutually profitable relationship with the showroom owner. Therefore, while you need to protect yourself, you don't want to come across as an unreasonable jerk.

Next, being on someone else's property is insufficient to transfer title or give a right to sell to the other. However, there is opportunity, over time, for confusion over ownership, right to sell, return duties, storage charges, and the like.

What I recommend is a more comprehensive agreement or set of agreements. Part of this would cover the furnishing, purpose and ultimate return of the samples. This part would specify that a bailment is created, that the samples remain your property, the value of each would be set forth, and the showroom would agree to take care of them, charge you no storage fees at any time, and not allow any liens of any kind to be created or remain on them. In addition, the agreement or package of agreements could also cover the right of the showroom to take orders, the terms and conditions for orders, the showroom's commission arrangement, and so on.

This is a fairly common business relationship and well-covered by modern commercial law (e.g., the Uniform Commercial Code). Perhaps your business should develop a working relationship with a local law firm that is well-versed in UCC and other commercial law areas and not treat the furnishing of samples as an isolated issue.

I might also mention that I found two California cases discussing issues arising out of similar business relationships (manufacturer vs. showroom problems) that might be of value to you or your new lawyer. Look at Mission Fixture Co. v. Potter (1915) 26 Cal.App. 691; and Executive Office Concepts, Inc. v. Wells Group, Inc., 2005 WL 3445561.

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Answered on 7/08/09, 9:41 pm
James Roberts Roberts & Elliott LLP

Re: legal form needed

Yes you can craft an agreement confirming your ownership. This would help you if the items were sold or the holder filed for bankruptcy etc.

Jim Roberts

408.275.9800

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Answered on 7/08/09, 1:06 pm
Glenn Truitt Truitt Law Group

Re: legal form needed

A simple equipment rental agreement should be sufficient to protect your ownership interests. Please feel free to contact me if you would like help putting one together!

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Answered on 7/08/09, 1:23 pm
Terry A. Nelson Nelson & Lawless

Re: legal form needed

Form? No. An agreement, yes. You should have a written agreement detailing the rights of the parties as to the samples, and to the regular sales you expect. You'd be better off spending a little money now, rather than getting involved in disputes and litigation later. Feel free to contact me for the legal help you need.

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Answered on 7/08/09, 1:50 pm
Scott Linden Scott H. Linden, Esq.

Re: legal form needed

Most likely a bailment agreement that includes a provision stating, in big bold type, that these are only showroom pieces and not for sale.

Include a high cost for each piece for the store if he sells them, something that would compensate you just in case he does sell them.

You can also include a provision that would allow for yu to recover damages plus court costs and attorney fees if the agreement is breached.

If you put enough of a cost burden on the store owner for selling them, it is highly unlikely that they will.

If you would like to discuss this matter further in a more private forum, or would like assistance at drafting the agreement, please feel free to contact me directly at the email address provided by LawGuru or through our firmís website located at PasadenaEstatePlanning.com

IMPORTANT:

No attorney-client nor confidential relationship is created through this communication. You may not rely in any way on this communication, and nothing herein constitutes legal advice nor legal opinion. Your issue may be time-sensitive and may result in a loss of rights if you do not obtain an attorney immediately.

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Answered on 7/08/09, 6:28 pm
Daniel Bakondi The Law Office of Daniel Bakondi

Re: legal form needed

I have a similar agreement I have previously drafted, for a celebrity's artifacts being displayed in a museum. I would be happy to customize it for you and it shouldn't take many hours. You may contact my office.

Best,

Daniel Bakondi, Esq.

IMPORTANT:

No attorney-client nor confidential relationship is created through this communication. You may not rely in any way on this communication, and nothing herein constitutes legal advice nor legal opinion. Your issue may be time sensitive and may result in loss of rights if you do not obtain an attorney immediately.

Read more
Answered on 7/08/09, 7:35 pm


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