Legal Question in Business Law in New York

What to do if a confidential discussion happened before business formation?

I am an independent consultant and was asked to sign a CDA to cover conversations from 8/23. I would prefer to sign under an LLC rather than personally, however, I have not yet formed the LLC. If I form it today, and try to sign the CDA dated 8/23, I would imagine the conversation from 8/23 is not covered. What do you recommend?

My business and I are in NJ and the counterparty is in NY.


Asked on 8/30/16, 6:05 am

2 Answers from Attorneys
Roman Fichman Esq. Law Practice of Roman Fichman Esq.

I think you mean an NDA not a CDA. An NDA can be signed retroactively. You may find that the other side would still want you to sign the NDA personally, irrespective of the LLC. There are ways to limit your liability by and through amending the NDA. I can assist you to form the LLC and review the NDA. My formation fee is similar to the formation costs of the large websites, so why not use an attorney.

Please contact me directly

Roman R. Fichman, Esq.

www.TheLegalists.com │ @TheLegalist

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Disclaimer: This post has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice or be relied upon. No intention exists to create an attorney-client relationship or any other special relationship or privilege through this post. The post may contain errors, inaccuracies and/or omissions. You should always consult an attorney admitted to practice in your jurisdiction for specific advice. This post may be deemed as Attorney Advertising.

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Answered on 8/30/16, 6:15 am
Frank Natoli Natoli-Legal, LLC

It is not likely that any party would be ok with you signing the NDA/NNN solely under an entity. If there is a breach then who are they going to hold accountable? A likely judgment-proof entity? That rarely happens. As noted, they can be signed retroactively as I see no issue with that.

Before you sign anything, I would have it properly reviewed.

If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.

Our firm is now referred by the American Bar Association (see under the New York section):

http://www.americanbar.org/groups/delivery_legal_services/resources/programs_to_help_those_with_moderate_income.html

Kind regards,

Frank

www.LanternLegal.com

866-871-8655

[email protected]

DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.

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Answered on 8/30/16, 7:54 am


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