Home Improvement Contractor - Licensed Contractors

Is my independent contractor agreement valid if I am engaging him in Canada and he lives in Europe? I made sure to include this clause "This Agreement shall be governed and construed in accordance with Alberta law. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect." Can the independent contractor be bound by contracts with Alberta Law when he lives in Europe?

Is it legal to sign an Independent Contractor agreement with no starting date for work? In November 2005 I signed an Independent Contractor agreement to teach in a school. There was no starting date and I did not hear from the company for 4 months. I sent a termination letter and then received a reply that I could work for them shortly as "Supply". I worked in various schools and then worked afternoons in one school for 2 months. The contract has no been terminated due to me as they say" having inappropriate conversations " with the students in the classroom. I want to know if I can receive some monies from them based upon the contract arrangement in November.....no starting date, no contact with me, and then no courseoutline, no textbooks etc etc.

Can I apply for unemployment in Michigan after my independent contractor agreement is over? I got laid-off in Michigan and then got re-hired as an independent contractor by the same company the next week. I have at least a month worth of work but nothing guaranteed after that. Will I still be able to apply for unemployment if they have no more work for me after a month or two? In my independent contractor contract it says that the company isn't responsible for unemployment. I worked there for 3 years as a Full-Time employee.

independent contractor agreement How Much? I need a lawyer to help me write a custom independent contractor agreement. How much can I expect to have to pay in fees for this? This is not something that I am signing. I am hiring someone.

I need a templete for "independent contractor agreement" FREE, any suggestions?

I signed an agreement as an independent contractor to give 3 weeks notice on leaving. Do I have to now? I have worked for the company for about a week and a half. The management is hard to deal with. I am not being trained properly and I just want out. I have another job waiting and they want me to start immediately. I am also in an "employment at will state", where any employer can fire you without a reason. Anyway, I am an independent contractor. So can I just up and quit? I contracted to work over the internet to a company in Boston.

where can i find a sample "independent contractor agreement" based on India standards?

If a independent contractor breaks there own confidentiality agreement in there contract am I still bound? I have a ex-designer that has recently got malicious and posted blogs about my self and my company. I questioned her work one time and she completely atacked me. She contacted my clients and told them fictional information about me in order to blackmale me to pay her for work she did not do. I want to know if I am bound to her contract if it's confidentiality agreement says she can not contact my clients for any reason and specifically she can not offer any information on how my business works good or bad.

Independent Contractor Agreements? 1)Law dealing with employment and independent contractor agreements. 2) What does the contract need to include to be properly viewed as an independent contractor agreement and not an employment agreement.

Does anyone know where I can find out how to write up a independent contractors contract or agreement. Maybe? you know how and you can help me or if there is a website that I could go to because I have been searching on yahoo and google for like the last 30 minutes and for the life of me I can't find anything. I need to just write up a simple contract stating that I'm an independent contractor hiring someone else to just help me exclusively. I want to work it out correctly so they can't just turn around and come and sue me. I just need to basic stuff like what to include in the agreement or the contract and what not to include. I need help and I need this by the morning becasue I've hired someone and I really don't wanna get messed up. So if anyone can give me some advice or send me to a site that can help me out a little bit. Thank you so so so much.

can you be an independent contractor without a contract? I was hired as an independent contractor (salesman) for a recycling firm, although was treated as and clearly worked as a common law employee. however I never signed an independent contactor agreement. Today, "my position was eleminated due to finances". What, if any are my rights?

Independent contractor? I'm being offered an assignment as an independent contractor (1099). But they (the company) say there is no agreement or contract that I'd have to sign. I'm not sure if they'll ask for SSN later, but for now they haven't asked that from me. Usually, how does it work? Is there no paper work involved at all with 1099? Or is optional? If they ask for SSN later, is it safe to provide that info? My other concern is - if there is no contract, then how can I be assured that I'll get paid? I checked with them again on having a signed contract - I'm told that they are a small company and although there is no contract as such, they'll send something like an offer letter signed by them listing me as an "independent consultant" that has the payment terms mentioned briefly and pay me on 1099. So, with that would it be OK to go ahead? Besides the risk of not being paid, is there any legal restriction? I mean, is an agreement mandatory (according to law) for the independent contractor?

Tax concerns as a new independent contractor? I just signed an independent contractor agreement to be a fantasy maid. I have never been an independent contractor, so I don't know what to do as far as taxes. I will meet with an accountant so they can set me up, but I wanted to ask a few questions here first. I get paid in cash at the end of every day. I will be earning an average of $1000 a week...the company sets my appts and tells me where to go. They will be sending me a 1099 at the end of the year. I have my first job with them tomorrow, Feb 27. Do I need to pay estimated quarterly taxes, or do I wait to get my 1099? What should i be putting aside to pay my taxes? I'm guessing 30% of what I earn each week? Can I deduct things like lingerie, shoes, and cosmetics since they are necessary to do my job, and the mileage between jobs? What do I need to do to prove mileage? Can I deduct the mileage between my home and the clients home since I will be going somewhere new every day, or just the mileage between clients homes A fantasy maid is basically a girl (sometimes a guy is available, but rarely) who will provide regular maid service like Molly Maids, but with a twist. We clean in flirty little maids outfits complete with apron, fishnets, and heels, or in lingerie, or topless depending on what the client wants. Some do fully nude, but my agency does not allow it. There is absolutely no physical contact between client and maid...it's basically a "perfect wife" fantasy. We will serve drinks and such as well. You get a sparkling clean home with a little entertainment on the side :)

Is a non-compete agreement enforceable on an insurance agent who is a independent contractor in the Nevada? I have two contracts stating that I am an independent contractor and not an employee of the agency but the employment contract states that I am forbidden from working for any other agency or company for a period of three years. I looked up the law that states an agreement like this is legal but the law uses the term "employee". In my contract it makes it clear that I am not an employee of the agency. The link to the Nevada law is here: http://leg.state.nv.us/NRS/NRS-613.html#NRS613Sec200 Any help would be greatly appreciated.

Is a "Contract Employee" the same as an "Independent Contractor"? I am to work as a contract employee at a company. They will pay to my own company and I have to take care of my taxes. My company is an LLC, the only person in it is me, and I am not sure if in this case a "Contract Employee" the same as an "Independent Contractor". We will sign an agreement of my dutties to his company and will be paying me by job done. What would be the difference?

Does anyone know where I can download a free independent contractor legal form w/ no compete claus? I have a LLC and want to hire a few independent contractors to help out. I need a free download, one that can stand up in VA (where business is located) but the contractors are in various other states. Does anyone know of a form/agreement that I could use with a no compete and confidentiality clause in it?

salon independent contractor? Does anyone have a sample independent contractor lease, and or agreement?

I just hired a an independent contractor to do some sales for my company? Besides the contract / agreement that we signed today, what kind of forms do I need him to fill out? I'm assuming a 1099? Anything else? Do I need a copy of his drivers license? SS Card? Anything else?

What are my options if I was unable to complete my portion of an agreement due to actions of the other party? I am an independent contractor. I entered an agreement with a company to complete work for them for the next twelve months on a covert basis. The company somehow revealed my identity which means I will not be able to complete my portion of the agreement. The company has canceled our agreement due to this. However, since I had no responsibility in the cancellation of the agreement and was counting on the compensation for this project, what are my options?

What policy is served by the law that employers do not have copyright ownership...? in works created by independent contractors (unless there is a writen "work for hire" agreement)?

Can I quit my job with only an e-mail notification? So I'm working as an "independent contractor" in an office assistant role for a consultant. I'm working for a part-time professor and consultant. No papers or agreements were signed. I thought I would be able to learn about the health industry and consulting, but it hasn't been that way after a month of work that consists of filing his house mail, getting his bills ready to be paid, cleaning up his house and cleaning out the cabin of his cars. I haven't been paid yet. It's only $100 worth of work and frankly I don't want to ask him for it. He's often very condescending and his personality is often disagreeable to me. I simply do not want to waste my time here even though it's only a couple hours a week. I thought this was a great opportunity to learn so I asked for a couple days out of my full-time job with decent pay to work a couple days each week. He's condescending enough that I do not want so see him for one more day. I tied up all my projects of searching for a laser printer and lowering his phone bills. When I took the job, he wanted me to put in 4 months for him and talked about how some of his assistants "used him" and left after a month or two. He claims that he has connections with grad schools and have been known to put in a bad word (I think it's just hot air but it scares me). I was wondering if I should e-mail him and just mention that I want to leave?

Do I need to give permission to the candidate review committee to contact my main company as well as my LLC? I was an independent contractor with a franchise like agreement with a national company, but I had to name a separate LLC from this company. My resume has both company's names on it, because I was ranked #1 in the country for several months, but when I filled out paperwork for the candidate review board at a new company that has an intensive interviewing process, I gave permission for my LLC to be contacted, but not the main company, because technically I was self-employed and the company won't even acknowledge that I worked there. It is not too late to give the company I am interviewing with permission to contact the main company I worked for? If I don't, I run the risk of the potential employer thinking I am hiding something, but if I do I run the risk of the company saying I did not work there. Plus we did not leave each other on good terms. This is a big job opportunity. Do I need to give permission to the candidate review committee to contact my main company as well as my LLC?

Contractors vs. Employees? It is my understanding, per my local SBA, that you cannot have an individual (i.e. a non-company individual) be an independent contractor. To the contrary, that an independent contractor must be a company. However, I'm now hearing from alternate sources that an individual can be an independent contractor. So who's right? It seems that there has to be a legal way to create an agreement between a company (sole proprietorship) and an individual that treats that individual the same as a contractor - i.e. the company and the individual agree that the company is not held liable in any manner (unemployment, taxes, insurance, etc.) and that the individual assumes full liability. Does anyone know a simple way of doing this? Is there any place on the web where I can find an example of a contract for an individual independent contractor? And most importantly: Will I be responsible for taxes, insurances or expenses if I have independent contractors; what would they be? FYI, I'm in TX.

Who owns the customer contact list acquired by an independent contractor? I was wondering if someone could give me some insight to an IC issue. I was asked to help but never offered employment to do fashion for a company, and I researched and acquired my own list of names & numbers of vendors. Since I never signed an employment agreement, I consider myself an IC. My relationship is now ending on a sour note with this company, and to date they have NOT paid me for projects I've completed. Unfortunately, I do not have a written contract, since this all happended very informally. However, they're asking that I turn over my vendor contact list, along with files and a detailed list of procedures required to do my job. Who is the rightful owner of this list? Can someone please help?? Thanks!

dispute with employer? My husband is a mortgage broker. Recently he had a major dispute with the broker he hangs his license with. Now he wants to leave but he broker says he signed an employment agreement that states the employee will stay with the company for 5 years and not do business in any other mortgage company for 2 years after that and if they do to pay the company $50,000. My husband had signed this agreement(he started of as a processor) but he is paid on 1099. Does it apply to him if he is an independent contractor?

should I incorporate? I am a small business gaining income with independent contractors who work with me. I have income form other agencies as an IC but am growing with private clients, and would like to wean out of the IC status. I do sign confidentiality agreements with my clients, and also at the time receive 1099 from the companies I work with as an IC, I plan on submitting my new EIN and they now want to send me two 1099, one as IC and one with new EIN. does this pose a problem?

Can someone lower my salary for work that has already been done? I signed an independent contractor agreement with the company at $75.00/hour. After invoicing them for my work done, they then reclassified me as an employee at $35.00/hour and took out taxes. By the way, I work in California. Can this company do this for work I completed for them as a contractor?

I recently got canned, and my employer threatened me with a gag order. What do i do? can it be upheld? I don't have any prior bad history with the company. The boss is extremely paranoid. I haven't violated a contract and never signed any privacy agreement when i started working for this company. In the termination letter he gave me, he said his lawyer would be serving me a gag order. Aside from being a complete surprise, this was incredibly insulting. This is a small business, and i was an independent contractor. Legally, would the gag order hold up in court? should i fight it?

What do you do if a company you worked independently for file w/the IRS that they paid you when they haven't? A friend of mine is in a bit of a jam. He is an independent contractor and a company he worked for didn't pay him. When they filed their taxes claimed they paid him a ridiculous sum of money (to the tune of 90k) and he is having a heck of a time proving to the IRS that this didn’t happen (In fact, the original agreement was for 1 or 2k I believe, but I am not sure if this was documented any where). He sent them copies of his bank statements but that wasn’t enough. At this point he is deep in debt and can’t really afford a lawyer. Is there something he can do on his own to resolve this? What proof would he need to show that he never received this money? Thanks.

How do I report reimbursed business expenses on my U.S. taxes? I recently left my job to work for a different company. I signed an agreement with that new company to work as an independent contractor. They are reimbursing me for all my business expenses. This is my first time through paying (estimated) tax as an independent contractor. I've been wading through IRS forms and instructions and a whole lot of jargon and have learned a lot about sole proprietorships, paying self-employment tax, etc. but don't yet have a good understanding of what portions of what forms (e.g., 1040, Schedule A, Schedule C) I need to fill out to explain the money I'm receiving that reimburses my business expenses and what deductions I'm able to claim for these reimbursed business expenses (again, which portions of which forms). Thanks in advance! Ok, so on Schedule C, gross receipts are my fees plus reimbursed expenses, but then I subtract those expenses to report income on 1040. What about deductions: do I report any reimbursed business expenses on Schedule A?

I entered into a contracting agreement in January and neither of us signed a written agreement.? Now that the project is done, I sent in an Invoice to the company, who is now balking on my fees. Clearly we did not sign a formalized written agreement, but we were both so busy we completely forgot. However, my work as an electrical engineer is obvious ... I built and supervised an entire system! I have a copy of my schematics and other work documents that I took home with me upon project complete (as an archive). I am glad that I did now, because it is the only evidence that I have of my work now. Obviously we are both in error because neither of us (the company and myself as the independent contractor) signed a formal agreement. But the work was done, and there is no question they admit this as well. Any suggestions? I have received less than $3K total payment on a $75K invoice. I am having to borrow money to pay my rent, and so on, in the meantime.

Employee v. Independent Contract Agreement? I am working with another company that requires me to have W-2 paying employees and not independent contractors and I am not sure whether I should have an employee agreement or a work for hire agreement? The thing is that the most these employees will be working would be for 6 months. Is it possible to put a termination clause in the employee contract? I am mostly trying to avoid paying unemployment insurance to these "employees" since they won't be working for me that long. I don't want them to all of a sudden try to claim unemployment insurance if they have only been working for a couple of weeks. Is that possible/legal? Thanks for your responses in advance

How can I sue for damages and breech of a verbal agreement? How can I sue for damages and breech of a verbal agreement? I recently moved my offices from one location to another at the request of a company that I have worked with for 10 years as a independent contractor agent. We had several meetings together prior to the move, discussing the new operation and the growth of the business. A minimum of 2 years services was mentioned several times by the company's CEO. After 5 months into the operation, the company pulled out. There was an expected revenue of over $500,000 for the 2 year period. To facilitate the new business, I entered into several contracts that have bound me to expenses and penalties. Can I sue for damages and breech of a verbal agreement? I have documentation of the meetings and other companies ( witnesses ) were also told of the two year minimum period. Thanks

Independent contractors under contract? I'm a DJ and I'm interested in signing this contract with this promotions company. I was reading the agreements under their contract and it states that I am only an independent contractor to their promotions company, but I must fully represent their company name while doing events for them and I also can advertise myself under their business name. And also as an independent contractor I must have my own insurance and the promotions company's insurance won't cover me in case anything happens. Can they legally put that under contract because to me that sounds like I should be an employee under them and not an independent contractor?

Legal jargon/contract question I will be an independent contractor, and have a question about one of the items in the contract. About termination, what does "Termination under this paragraph shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this agreement," mean?

HOW WOULD I ANSWER THIS QUESTION PROFESSIONALLY? Confirm that the relationship between the firm and its employees is an employer/employee relationship, not an independent contractor agreement.

Do I need a Workman's Comp Attorney? I am running a small - medium size healthcare staffing company that provides LPNs and RNs to Nursing Homes in NY Metro area. Each nurse works as a 1099. One of the requirements is that before they can start on their assignments with our clients, they are required to fill out an Independent Contractor's agreement that states they are responsible for their own worker's Comp and Disability Insurance. 6 Months ago, while on an assignment, a nurse fell at the client's facility on the wet (from rain) floor and hurt her leg. She Then proceeded to file a Worker's Comp claim through the client. After I learned of this, I spoke to the client and the client agreed to put the claim through his facility's insurance (WC). Now I am getting a letter from Worker's Comp asking me how how my company has no Worker's Comp Ins. Should I be worried? If yes, do I need a specialized attorney? Do you know a good one in NY area?

Hiring 1099 contractors that are not insured? I hire friends and some of their friends to help set up events. Each event is different and these guys work for multiple companies not just mine. I have them sign a Independent Contractor agreement stating that they are responsible for their own taxes and insurance. Non of these guys have any kind of insurance. With this industry no one is put on payroll. I'm afraid if someone gets hurt that they could come after me. I do have general liability but they keep charging me fees for the uninsured buddies. Does anybody have any ideas on how I can get workmen's comp on IC? IS there such a thing? Or any type of insurance for the IC?

How are Non-compete agreements illegal for independent contractors? If I am an independent DJ and have to supply my own music can the company prevent me from playing outside the organization for a year? Does the IRS consider me an employee because I am told when and where to work? Can a company prevent me from having more than one job within the same field when there are no secrets involved ( as would be found in a scientific setting)?

New Realtor with a question please....? Hi There.... I am ready to sign on with a large agency in Northern California next week. I am going over the "Independent Contractor Agreement" with the broker and just wondering if this is something I should have an attorney look at?? It looks pretty standard to me, but just curious what others have done. Thanks so much in advance!

Can anyone shed light on Illinois Independent Contractor laws? A company I worked for still hasn't paid me on two deals. They are in the process of being collected on. IN the mean time, another deal I did 3 months ago is finalized, but one of the checks (out of four) that were made out to the company bounced... it came back insufficient funds. The company then called and told me that they'd take it out of the money from the two deals I haven't been paid on yet (like back charged) until they collect... if they dont collect, I don't get paid. I can't seem to think this is legal... as I am an IC and it's a paid per deal agreement and these are all separate deals. It's like a waitress being charged for someone who dines and ditches... it just doesn't happen. Can anyone shed some light on this subject so I can adress the management being somewhat educated? I have since quit the company and I think they are f'ing with me. Any opinions?

does anyone know anything about independent contractor? I have to sighn a agreement with my boss I have been employed with for a year. It states Independent contract laborer agrees to alot of diff things. I HAVE ALWAYS WORKED IN FACTORIES exactly what does independent contractor mean besides i have to do my own taxes and what are my rights as a independent contractor concerning schedule and working hours which are not stated on agreement it has blanks on hourly rate and blanks on schedule i will work looks almost like there not even sure they know what there doing. plus im owed money i have not been paid yet in the sum of over a thousand dollars.

I was an independent contractor with a franchise like? agreement with a national company, but I had to name a separate LLC from this company. My resume has both company's names on it, because I was ranked #1 in the country for several months, but when I filled out paperwork for the candidate review board at a new company that has an intensive interviewing process, I gave permission for my LLC to be contacted, but not the main company, because technically I was self-employed and the company won't even acknowledge that I worked there. It is not too late to give the company I am interviewing with permission to contact the main company I worked for? If I don't, I run the risk of the potential employer thinking I am hiding something, but if I do I run the risk of the company saying I did not work there. Plus we did not leave each other on good terms. This is a big job opportunity. Do I need to give permission to the candidate review committee to contact my main company as well as my LLC?

Startups: Can a startup company with sweat equity independent contractors get the ICs to sign a Proprietary? Can a startup company with sweat equity independent contractors get the ICs to sign a Proprietary Rights Agreement prior to an Equity Agreement being agreed upon? What would the consideration be (since no equity or fees have been agreed upon btwn company and ICs)

How can I keep independent contractors from stealing my customers in California? I have a small IT business in California and I need to hire independent contractors from time to time. Recently, one of the people I hired for a job went to my customer and told them he would do the same work I do for them, except he would do it cheaper. I've heard that non-compete agreements are illegal in California, so how am I supposed to protect my business?

I am thinking about renewing my lease, but i am having some reservations due to the new lease agreement? As part of my new leasing agreement, there is an abdendum which states that all rent is to be due by the 5th of the month and failure to make payment by the 5th shall result in termination of the lease, without further notice of default and will be subject to eviction and notices to default under the Landlord & Tenant act of 1951 are waived. Now, this part of the abdenum makes me a bit uneasy. Can anyone tell me if this is typical with leasing agreements and does the fact that my landlord is an independent contractor has anything to do with the new leasing agreement? What can i do to ensure i am protected as a tenant (pennsylvania)? By the way, i haven't signed the renewal yet and i don't plan to either until i have concluded my research on this issue.

Where can I download a free Confidentiality Agreement? I am in the USA. In Louisiana. I am an independent contractor offering financial services. I just want to give assurances to my clients that their information will stay confidential when they contract me.

Should I hire as contract or keep it casual? In hiring for sales positions, should I go through the process of all the legalities of hiring a contract laborer? Or am I looking at potential problems by just keeping it simple and paying them without independent contractor agreements?

Can independent contractors represent other business names and themselves? Is it legal for an independent contractor, subcontractor or contractor to represent another business name and not be considered an employee for that business? I have a DJ business in which I either subcontract a DJ or refer a DJ to a client. I want to know if a subcontractor DJ or the referral DJ can represent my DJ business name without them being considered as employees for my DJ business? Is there a certain way I must file my business in order to this(LLC, INC, Partnership, etc.)? Where can I get help getting proper wordings on written agreements?

Which of the following actions requires an agent for a corporation to have a written agency agreement? Which of the following actions requires an agent for a corporation to have a written agency agreement? a. Purchasing office supplies for the principal’s business. b. Purchasing an interest in undeveloped land for the principal. c. Hiring an independent general contractor to renovate the principal’s office building. d. Retaining an attorney to collect a business debt owed by the principal.

Is this restrictive covenant valid and enforcable under Michigan law? "Corporation and its staff, including subcontractors, during the term of their relationship with Corporation, shall not, directly or indirectly through any person, firm or company which is affiliated in any manner with Corporation, without the prior written consent of ABC during or within twelve (12) months after the termination of this Agreement, solicit or provide the contract programming or the software consulting business of any of ABC's clients to whom Corporation employees were assigned through ABC during the term of this Agreement." Situation There is an independent contractor agreement between Corporation which is a GA corp. and ABC which is a MI corp. Corporation provides an IT consultant to ABC that provides the same resource to DEF company which is a CA corp. that further provides the same resource to a GHI company for a project in Mexico where the work is being performed. If GHI company approached Corporation to provide the resource directly. Any problems here?

is an oral agreement binding in tx? Is an oral agreement between two parties binding in TX? One is an independent contractor and the other is a homeowner. Remodeling the house within a certain amount of time in exchange for pay. The IC did not complete the work in said time or at all. Furthermore avoided contact and was paid almost half upfront. If no written agreement exists, would an oral agreement hold in court with all receipts and figures of monies paid?

Question about liability and independent contracting - please answer? Hi I have an independent contracting agreement/contract and in the liability section it basically states that If you break or damage anything you will be held liable for it. However, I talked to my recruiter and she said if you follow the instructions that are given to you to setup/install something, you will not be held liable if you do damage something. However, that is not what it says in the contract. Well I don't believe that and I think she's just saying that to get me to sign the contract. What do you think of this? It's an IT recruitment company, and they get independent contractors to work for various companies. I was given the contract after I did my first job. Now the recruiter wants me to sign it to get my money from the first job, and to do additional work. Well I don't want to do additional work, and if I saw the contract in advance, I would have turned the first job down. I talked to the manager about this, and she told me to cross out what I don't agree with and send it back. She also said I wouldn't be able to work there anymore, and I'm perfectly fine with that. I talked to the labor board, and they told me to do the same thing, and a lawyer did as well. But the recruiter doesn't know that I will not be doing anymore work there, and she's now just telling me what I want to hear or something to make me feel more comfortable so I will sign the original contract. She wasn't upfront and honest with me to begin with, which is why I don't want to do any type of work for the company now. She doesn't even know I talked to the manager. She thinks she has made me feel comfortable and I will sign the original contract, but she doesn't know what I'm going to do with the contract though. She wasn't honest with me, so I don't feel obligated to tell her anything. She doesn't even know that I'm going to cross out anything on the contract. She thinks she has reassured me now and I will continue to work there...wrong. Wow some of that was repetitive =) Can you answer this question as well? It my other question pertaining to the recruiter: http://answers.yahoo.com/question/index?qid=20080620064904AAo9CzV&r=w

What does this contract mean? PERSONAL MANAGEMENT CONTRACT I desire to obtain your advice, counsel and direction in the development and enhancement of my artistic and theatrical career. The nature and extent of the success or failure of my career cannot be predetermined and it is therefore my desire that your compensation be determined in such manner as will permit you to accept the risk of failure and likewise benefit to the extent of my success. In view of the foregoing we have agreed as follows: I do hereby engage you as my personal manager for a period of years from date. As and when requested by me during and throughout the term hereof you agree to perform for me one or more of the services as follows: advice and counsel in the selection of literary, artistic and musical material; advice and counsel in any and all matters pertaining to publicity, public relations and advertising; advice and counsel with relation to the adoption of proper format for presentation of my artistic talents and in the determination of proper style, mood, setting, business and characterization in keeping with my talents; advice, counsel and direction in the selection of artistic talent to assist, accompany or embellish my artistic presentation; advice and counsel with regard to general practices in the entertainment and amusement industries and with respect to such matters of which you may have knowledge concerning compensation and privileges extended for similar artistic values; advice and counsel concerning the selection of theatrical agencies and persons, firms and corporations to counsel, advise, seek and procure employment and engagements for me. You are authorized and empowered for me and in my behalf and your discretion to do the following: approve and permit any and all publicity and advertising; approve and permit the use of my name, photograph, likeness, voice, sound effects, caricatures, literary artistic and musical materials for purposes of advertising and publicity and in the promotion and advertising of any and all products and services; execute for me in my name and/or in my behalf any and all agreements, documents and contracts for my services, talents and/or artistic literary and musical materials, collect and receive sums as well as endorse my name upon and cash any and all checks payable to me for my services, talents and literary and artistic materials and retain therefrom all sums owing to you; engage, as well as discharge and/or direct for me, and in my name theatrical agents and employment agencies as well as other persons, firms and corporations who may be retained to obtain contracts, engagements or employment for me. The authority herein granted to you is coupled with an interest and shall be irrevocable during the term hereof. I agree to at all times devote myself to my career and to do all things necessary and desirable to promote my career and earnings therefrom. I shall at all times engage proper theatrical agencies to obtain engagements and employment for me and I agree that I shall not engage any theatrical or employment agency of which you may disapprove. It is clearly understood that you are not an employment agent or theatrical agent, that you have not offered or attempted or promised to obtain employment or engagements for me that you are not obligated, authorized or expected to do so. This Agreement shall not be construed to create a partnership between us. It is specifically understood that you are acting hereunder as an independent contractor and you may appoint or engage any and all other persons, firms and corporations throughout the world in your discretion to perform any or all of the services which you have agreed to perform hereunder. Your services hereunder are not exclusive and you shall at all times be free to perform the same or similar services for others as well as engage in any and all other business activities. You shall only be required to render reasonable services as and when reasonably requested by me. Due to the difficulty which we may have in determining the amount of services to which I may be entitled, it is agreed that you shall not be deemed to be in default hereunder until and unless I shall first deliver to you a written notice describing the exact service which I require on your part and then only in the event that you shall thereafter fail for a period of fifteen consecutive days to commence the rendition of the particular service required. You shall not be required to travel or to meet with me at any particular place or places except in your discretion and following arrangements for costs and expenses of such travel. In compensation for your services I agree to pay to you, as and when received by me, and during and throughout the term hereof, a sum equal to percent of any and all compensation, sums and other things of value which I may receive as a result of my activities in and throughout the entertainment, amusement, musical recording and publishing industries, including any and all sums resulting from the use of my artistic talents and the results and proceeds thereof and, without in any manner limiting the foregoing, the matters upon which your compensation shall be computed shall include any and all of my activities in connection with matters as follows: motion pictures, television, radio, music, literary, theatrical engagements, personal appearances, public appearances, in places of amusement and entertainment, records and recordings, publications, and the use of my name, likeness and talents for purposes of advertising and trade. I likewise agree to pay you a similar sum following the expiration of the term hereof upon and with respect to any and all engagements, contracts and agreements entered into during the term hereof relating to any of the foregoing, and upon any and all extensions, renewals and substitutions thereof. In the event of any dispute under or relating to the terms of this agreement it is agreed that the same shall be submitted to arbitration to the American Arbitration Association in (Insert New York City or Los Angeles) and in accordance with the rules promulgated by the said association. In the event of litigation or arbitration the prevailing party shall be entitled to recover any and all reasonable attorney's fees and other costs incurred in the enforcement of the terms of this agreement. This agreement shall be deemed to be executed in the State of and shall be construed in accordance with the laws of said State. In the event any provision hereof shall for any reason be illegal or unenforceable then, and in any such event, the same shall not affect the validity of the remaining portions and provisions hereof. This agreement is the only agreement of the parties and there is no other or collateral agreement (oral or written) between the parties in any manner relating to the subject matter hereof. If the foregoing meets with your approval please indicate your acceptance and agreement by signing in the space hereinbelow provided. Very truly yours, ____________________________________________________ (Artist) I DO HEREBY AGREE TO THE FOREGOING Manager___________________________ Date:_____________________________

Non-Competition Clause Question? I work for a company and as part of the employment agreement that I signed, a non-competition clause was included: "While acting as, and for (24) months after his/her termination, the Employee shall not and agrees that he/she will not, directly own an interest in, operate, join, control, or participate in or be connected as an officer, employee, agent, independent contractor, partner, shareholder, or proprietorship, firm, association, person, or other entity soliciting orders for, selling, distributing or otherwise marketing products, goods, equipment, and/or services which directly compete with the Company at existing Company's customers or customers where the Company's proposals are pending without the written consent of the Company." Am opportunity has come my way (with a small start up company) that I am considering pursuing. It is in the same state and the same industry, however they do not share any clientele. However that could potentially be the case in the long term. 1) Does this clause apply in my situation? Does the situation change if I am offered stock with the new company? 2) If it does apply, how enforceable is this clause, especially since it is for 2 years? I've heard that clauses are only enforceable if they are within reason. My interpretation of the clause lies in the word "directly." I suppose this word kind of limits the scope of the clause. I don't think it will apply to me but I am unsure and wanted others' opinions. Thanks. State of New Hampshire is where the working parties are. Why would I ask HR of the company I am contemplating leaving? I need a 3rd party, to be objective. Obviously each side will be biased...

QUESTION FOR LAWYER DEALING WITH BUSINESS CONTRACT--SPECIFICALLY, AN ATTACHED INDEMNITY CLAUSE? I am thinking about working as an outside salesman/independent contractor for security company selling security-related services i.e. the staffing of security guards. The owner of the guard company and I created a contract. The contract defines what I, as an independent contractor, will be doing for the company--as mentioned, selling their security-related services. Issues such as my pay rate are described and agreed upon. But the owner wants to attach an INDEMNITY section which states: ' Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, claims, actions, lawsuits, demands, damages, costs, money judgments and expenses (including reasonable attorney’s fees) arising out of a breach of this warranty as long as they do not arise out of a breach of this Agreement by the other party. Neither party shall be liable for indirect, incidental, consequential or punitive damages or any nature or kind resulting from or arising in connection with this agreement, even if the party has been advised of the possibility of such damages.' Now my question: doesn't this, in essence, allow the owner to break the contract without having any liability for actual damages? In other words, if he does not pay my commission can he use the above as an escape clause and get of his responsibility from paying me in full? Should I accept this addition? I have attached the complete contract for your view, in case you need it as reference...thanks much...

Is my non-compete valid? I may or may not have signed a non-compete when I started working for a karaoke company in Salt Lake City, Utah two and a half years ago. I'm still waiting for them to show me a copy with my signature on it. I quit last month to start my own company, doing basically the same thing. I couldn't recall if I' d signed an agreement and I decided to just risk it. My question is this: Someone told me that non-compete agreements are difficult or impossible to enforce in Utah being that this is a right-to-work state. Is that true? Also: I haven't filled out a 1099 or W-4 form since I started working for them 30 months ago. I've been paid in handwritten personal checks the entire time and when I did fill out tax forms, it was a 1099, which I think makes me an independent contractor. Does any of this help my case at all? Or am I just grasping at straws?

Contract Details: Client vs. Employer? Recently, I tried to work with some friends. I knew it was a risk because I would be leaving a permanent full-time gig for a contract agreement. Anyway, I knew ahead of time that these people are a bit obsessed with power/control. They are both very stubborn as well (they are a couple). 3 days in working with them, the girl says something like "how many 'bosses' do you know that you can play cards with?". This irks me big time. I found it extremely disrespectful. I brought it up and they said I was being too sensitive, and that "technically" they are my bosses. This didn't sit right with me since I would be working with them as an independent contractor. So, my question is, am I right? Would the working relationship be in terms of client/service provider? Just so you know I didn't sign anything and decided not to work with them.

Irritated and have a question about employers? I'm irritated :( I would appreciate input from those who know about taxes and about the laws regarding employers. Here's the situation...... My husband recently started a job with the agreement to get paid a certain amount on the books and the rest in cash. Okay....not the greatest idea for showing what you make, but until something better came along, he agreed. Okay, first paycheck came...it was a company check with no taxes taken out. We just figured since it was only for 33 hrs and didn't exceed $600 maybe it was just easier for him. Week 2....he receives another paycheck, again a company paycheck w/no taxes taken out and was told the other money which was suppose to be cash would have to wait until next week. Now my husband is po'd. Week 3....samething again and now the supposed pay which was suppose to be cash is also in a company check with no taxes taken out. Today is Monday, and he's going to find out what the deal is because he wasn't hired as a independent contractor.... Sorry for ranting, but it's obvious this employer doesn't want to pay taxes as him being an employee....the guys slick. Anyway, my husband is looking for another job. After all this my questions is, Can an employer legally hire someone who works 5 days/40 hours a week and 1099 him as an independent contractor? Thanks for listening and your input! We're in Texas if that helps.

Am I Being Deceived in terms of Tax Filing? My brother-in-law owns a small business. He lacked some cash flow and I gave him $120,000 in Jan 1, 2007. He considered me as an investor and I have been receiving a dividend ($2,500) each month as per an official special legal agreement. A few days ago, I was surprised to hear him saying that I should expect 1099-MIS to file next year. Now he considers me as an independent contractor. I never did any work for him or anything at all. I need some advice people. Is this a legal tactic on his part? Why is doing this now? How can I challenge him? What are my rights and obligations? What tax form should I really file in this case? Please help! Thank you so much.

My first apartment but I have leasing questions. Please help!? Hello, I'm about to move into my 1st apt. I'm living in Los Angeles and the rent here is expensive! 1br is about $1000 and a 2br is about $1500. Because I believe can afford either option, it seems a 2br is the better way to go. I work as an independent contractor, so I plan on turning the 2nd br into a home office / guest bdrm. Being my 1st apt, I know that my estimate on bills may be off and I might just have to get a roommate for the 2nd br. Question #1: Do I need to add that roommate onto the lease? In my mind, I prefer not to because I know the landlord could increase the rent or extend the lease terms. Plus, I know I dont get along with certain types of people and I want the option of getting rid of them on my own terms. Any suggestions on this? Question #2: On a month2month agreement between me and my roommate, can I give them 30 days notice and get rid of them or would I need to go through the courts to evict them? Also, I understand that I am legally obligated to pay the landlord in full and responsible for any damages that my roommate would cause if that person was not on the lease. I am willing to take full responsibilities for my roommate. I am more interested in the flexibilities that this type of arrangement would bring for me. I just need to know if it is common practice or even a possible option. I also need more information on evictions... when can they be used? why are they used? Hmmm... If it's true that I can get evicted for having a roommate not on the lease... In a scenario where I have a roommate anyways, give them 30 days notice, they refuse and force me to go through the courts to evict them... what are the chances of the landlord finding out about my eviction notices for my roommate and evicting me for having that roommate in the first place? Are these things very public? Confused yet? =P

Reference arbitration agreements, are there any factors that can allow a person to get out of this? We had a modular home installed. We've since discovered the contractor violated several IRC codes. The latest bombshell came from an independent engineer who looked at the situation. He discovered the foundation was not done right. We have expansive clay soil (black land) and they put in the wrong type foundation. Turns out the contractor didn't follow the foundation design plan. The contractor's engineer signed off on the inspection reports and even looked at the foundation. He never mentioned his design plan wasn't followed. Legally, can we get out of the Arbitration Agreement? The contractor just wants to take the home away and pay us just the cost of the home. They don't want to paying the $6,000 in closing costs, moving costs, or provide temporary housing while a new home is built or installed, let alone compensate us for the upheaval that moving 3 times in one year causes. What a nightmare! Don't ever go modular. They might be built well, but the installation is bad.

the actual decision of the case and the legal issues? NEW SOUTH WALES SUPREME COURT CITATION: Ehsman v Nutectime International [2006] NSWSC 887 CURRENT JURISDICTION: Equity FILE NUMBER(S): 5189/05 HEARING DATE{S): 31 March 2006 DECISION DATE: 01/09/2006 PARTIES: Patricia Mary Ehsman (P/A) Nutectime International Pty Ltd (D1/R1) David Neilan Brady (D2/R2) Francis Joseph Frasca (D3/R3) David Bruce Paix (D4/R4) Timentel Pty Ltd (D5) JUDGMENT OF: Austin J LOWER COURT JURISDICTION: Not Applicable COUNSEL: R Harper SC (P/A) M J Cohen (D1-4/R1-4) SOLICITORS: McDonald Johnson (P/A) Sparke Helmore (D1-4, R1-4) CATCHWORDS: CORPORATIONS - statutory derivative action - application by 35% shareholder/director to bring derivative proceedings after company's assets were transferred to a company from which the applicant is excluded - inadequacies of proposed points of claim - whether those inadequacies prevent the court from determining the application under s 237 - distinction between personal and derivative claims - whether court is satisfied concerning good faith, best interests of company and serious question to be tried - ancillary order for applicant to indemnify company with respect to costs of derivative proceedings - considerations relating to the bringing of derivative and personal claims in single proceedings ACTS CITED: Corporations Act 2001 (Cth) ss 180-184, 232, 236-242 DECISION: See under heading "Conclusions" JUDGMENT: IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION CORPORATIONS LIST AUSTIN J FRIDAY 1 SEPTEMBER 2006 5189/05PATRICIA MARY EHSMAN V NUTECTIME INTERNATIONAL PTY LTD & 4 ORS JUDGMENT 1HIS HONOUR: Before me is an application by the plaintiff, Mrs Ehsman, for leave under s 237 of the Corporations Act 2001 (Cth) to bring proceedings on behalf of the fifth defendant company, Timentel, by filing and serving a further amended originating process and amended points of claim. 2 , 3, 4, 5 and 6 Deleted The plaintiff's case 7The parties agree that Mr Brady and Mr and Mrs Ehsman came together in a business venture before Timentel was formed. Mrs Ehsman owned some patents for a split face wristwatch display, and she wished to exploit them commercially. Mr Brady had some marketing experience. There are disagreements about the commercial utility of Mrs Ehsman's patents, and as to the precise terms of their arrangements, which need not be resolved for present purposes. It is common ground that they respectively brought to the business of Timentel, when it was formed in 1998, the patents (such as they were) and a measure of marketing/commercial input. 8When Timentel was formed, Mrs Ehsman granted it a licence over her patents, for no consideration (although she received shares in the licensee entity). There is disputed evidence as to whether, as Mrs Ehsman asserts, she entered into the licence agreement in reliance on the assumption, encouraged by Mr Brady, that the licence would always be held by a company in which she would be a director and shareholder. The licensee's interest in the licence agreement was assignable. Mrs Ehsman claims, and the defendants deny, that it was a term and condition of the licence agreement that the licence would not be assigned by Timentel to a company in which Mrs Ehsman was not a shareholder and director. 9Initially the only shareholders were the Ehsmans and Mr Brady, and Mr Brady and Mrs Ehsman were the directors. Mr Brady's evidence is that he devoted very considerable time and effort, and expense, to travelling to Europe to negotiate for the commercial exploitation of the split face wristwatch display. According to him, the people he consulted in Europe told him that Mrs Ehsman's patents were just concepts and it would be necessary to work out the most efficacious interior wristwatch mechanisms to support the split face. That is disputed by Mrs Ehsman. But it is clear enough that Mr Brady did do some amount of developmental/marketing work in Europe, the cost of which was shared or partly shared with the Ehsmans. 10Mr Brady's evidence is that he came up with the idea of having movements in each half of the split face watch case for the forward and return hand movements, all controlled by an electronic integrated circuit, and that Mr Claude Ray, an experienced watchmaker, carried out the necessary design work. The eventual product, which he called a "hinged electronic watch", was based on ideas that were fundamentally different, he said, from Mrs Ehsman's patents. These matters are contested. 11Mr Brady said he negotiated a development agreement with Mr Ray's company, using a company with which he was associated, Renaissance Management, for that purpose. In turn he caused Renaissance Management to enter into an agreement with another company with which he was associated, DNB Global Corporation (registered in the Philippines), which made advance payments to Mr Ray's company. At a final hearing of this case it will be necessary to explore these corporate relationships and their purpose, and to understand better the nature of Mr Brady's interests. DNB Global appears to bear his initials, but there is some evidence that he is just one of five directors and is indirectly a shareholder. DNB Global is important in this case because, according to Mr Brady, it incurred substantial expenses through payments for development work, for which Timentel reimbursed it out of monies borrowed by Timentel from Mr Brady, Mr Frasca and Mr Paix. But Mrs Ehsman questions whether loans were ever in fact made by those three directors. 12Mr Brady said the development of the hinged electronic watch was very expensive and under the arrangements between them, Ms Ehsman was to contribute to that development. He alleges that she defaulted in that obligation. He claims that by March 2005 she owed and had not paid about $86,000. That is contested. According to Mr Brady, the development was eventually successful and the hinged electronic watch is protected by patents in various countries, procured at a cost to DNB Global, recoverable from Timentel. 13In about June 2002 Ms Ehsman and Mr Brady decided to bring in two other parties, namely Mr Frasca and Mr Paix. There is quite a bit of evidence, not all consistent, about the circumstances in which Mr Frasca and Mr Paix were invited into the company. What is clear is that Mr Frasca and Mr Paix joined the board of directors and acquired shares, they provided some capital, and in due course they sided with Mr Brady and against Mrs Ehsman. After they joined the board, the company's issued 100 ordinary shares were divided as follows: Mr Brady 35 shares, Mr and Mrs Ehsman 35 shares, Mr Frasca 15 shares, and Mr and Mrs Paix 15 shares. 14During 2002, it seems, Mrs Ehsman visited Europe and met with one of Mr Brady's contacts, Manuel Spode of Les Artisans Horlogers. There is conflicting evidence as to what happened at the meeting. Mr Frasca gives evidence in his affidavit that the meeting led to Mrs Ehsman being criticised by the other directors for intervening secretly without the board's authority, and for her suspicious approach. Mr Frasca also says that at a meeting he had with Mr and Mrs Ehsman in 2003, they told him that they were determined to bring Mr Brady down. These matters are also disputed. Nevertheless it appears that, some time after Mr Frasca and Mr Paix arrived on the board, if not earlier, the relationship between Messrs Brady, Frasca and Paix, on the one hand, and the Ehsmans, on the other hand, deteriorated. By now the relationship has completely broken down. 15There is a considerable amount of correspondence in evidence, and minutes of board meetings. I shall not describe this material in detail here. The correspondence shows that at least since early 2005, Mrs Ehsman has been concerned about verifying payments allegedly due by Timentel to DNB Global, and also about the financial management of Timentel more generally. The evidence is that the only bank account of Timentel has been relatively dormant at times when, the defendants allege, Timentel made payments to DNB Global. Mrs Ehsman's solicitors have written to Timentel's solicitors about these matters. 16Mr Brady claims that by about May 2005 there was a pressing need for capital for Timentel, to pay invoices to DNB Global of about $216,000 and certain other smaller debts. It appears that at this time Mr Brady, Mr Frasca and Mr Paix developed a proposal to lend Timentel up to $246,000 for a term of 60 days with interest of 17% compounding monthly, secured by a registered charge. Mrs Ehsman asked the copies of the draft loan facility and charge documents but received them only after they had been executed. A board meeting attended by Mr Brady, Mr Frasca and Mr Paix, but not Mrs Ehsman, on 9 May 2005 approved the loan proposal and authorised execution of the documents. Mr Brady, Mr Frasca and Mr Paix, acting as directors of the company, purported to authorise the company to enter into the loan facility and charge agreements in which they were the counterparties, without the consent of the other director/shareholder, Ms Ehsman. 17The defendants claim that the loan facility was drawn down and the money was used directly for payment of outstanding debts of Timentel, rather than for deposit into Timentel's bank account. Mrs Ehsman, by her solicitor, sought to verify the making of the loan but she says she has not received proper documentation. The evidence includes minutes of the board meeting of DNB Global on 18 August 2005, at which the directors of that company confirmed that the company had been paid for certain invoices, but the evidence is incomplete because, for example, the identity of the paying entity is not given. 18On 11 July 2005 Messrs Brady, Frasca and Paix as lenders made a formal notice of demand for payment to Timentel of an amount of about $247,000. But they gave the company a limited extension of time to repay. Mrs Ehsman's solicitors alleged in correspondence that any attempt to enforce the charge would render it void under s 267 of the Corporations Act, because the chargees were "relevant persons" for the purposes of that section. 19The security was not enforced but instead, at some stage it was proposed that the company would enter into an asset sale agreement and a deed of assignment of the licence, in favour of the other three directors or their vehicle, for a price supported by a valuation by Les Artisans Horlogers. In correspondence, Mrs Ehsman's solicitors endeavoured unsuccessfully to obtain information about the valuation - indeed, they approached the valuer directly without success. They alleged that the valuation did not cover all of the assets sold. They strenuously opposed the proposed transaction, on several grounds including that the transaction would be in breach of the contractual arrangements and understandings between Mrs Ehsman and the other three directors. 20Nutectime was formed in August 2005. The directors are Mr Brady, Mr Frasca and Mr Paix. The company has issued 100 ordinary shares. Mr Brady owns 60 shares, Mr Frasca owns 20 shares in Mr and Mrs Paix own 20 shares. Mr and Mrs Ehsman do not hold any shares. 21The asset sale agreement and the deed of assignment of licence were entered into by Timentel and Nutectime on 2 September 2005. The transaction was considered at a board meeting not attended by Mrs Ehsman. Messrs Brady, Frasca and Paix went through a procedure of formally disclosing their interest in the purchaser but then they proceeded, purporting to act as directors of the company, to approve the transaction. It appears that the contract was made and completion took place on the same day. The total sale price $277,000. According to Timentel's solicitors, the sale proceeds were used to pay out and discharge the charge over the company's assets. That appears to have meant that the bulk of the sale proceeds were directed to Mr Brady, Mr Frasca and Mr Paix. It is not clear from the evidence whether there was any actual movement of money. 22Up until May 2005 Mrs Ehsman had been a director and (with her husband) substantial shareholder of Timentel, which was the licensee for no consideration of her patents. On one view, the company owed a substantial amount of money to DNB Global, but it had procured substantial development work for its split face watch design. Any profits from the realisation of that development work would have come to Timentel, and Mr and Mrs Ehsman would have had a 35% interest in those profits. After 2 September 2005, Mrs Ehsman was still a director of Timentel and Mr and Mrs Ehsman remained 35% shareholders. But the company's substantial assets, and any prospect it may have had of earning profits from the development of the split face watch, had gone. Mrs Ehsman was still the licensor of her patents, but she was entitled to receive no consideration for the licence. The new licensee, Nutectime, was a company in which she had no interest, and that company had acquired Timentel's assets and any profit-making opportunity relating to the split face watch. The controllers and shareholders of Nutectime were her fellow directors and shareholders of Timentel. The draft APC and draft FAOP 23From this brief account it appears that if Mrs Ehsman could substantiate her allegations, this would be a case of self-dealing by her co-directors to her considerable disadvantage, and unauthorised diversion of a corporate opportunity. Experience shows that in such cases it is important for the plaintiff to identify with particularity the precise duties said to have been breached and the circumstances of the breach. That is important in the interests of clarity of presentation of the plaintiff's case, and to ensure that the defendant is not surprised by having to meet a case at trial different from what she had been led to expect. These considerations strongly suggest that in such a case, the plaintiff should proceed by statement of claim. Where the plaintiff is proceeding in her own right, invoking the oppression remedy, and also seeking to assert the company's rights in a derivative action, the need for clarity of pleading is especially strong. 24 Deleted 25I have endeavoured to identify those allegations that relate to some right of Timentel, and distinguish them from allegations relating to some right of Mrs Ehsman personally. In summary, for reasons given below, paras 7, 18-21, 22, 23-26, and 27-29 (and the claims to relief in paras 1-5, perhaps 7, and 8) of the draft APC are claims made on behalf of Timentel, and paras 8-16, 17, 30 and 31 (and claims to relief in para 6 and perhaps 7) are claims made by Mrs Ehsman personally. 26It is important to maintain the distinction between derivative and personal claims in the interests of clarity. But nothing in Part 2F.1A requires that a derivative action be in a separate proceeding in which no personal claims are made by the person who has carriage of the proceeding. For example, in Fiduciary Ltd v Morningstar Research Pty Ltd (2005) 53 ACSR 732 the plaintiffs were an individual and corporate plaintiffs, and leave was granted under s 237 so as to permit the individual plaintiff (who was a shareholder and officer of the corporate plaintiffs) to assert the rights of the companies in a proceeding in which he also asserted rights of his own. The combination of corporate and personal claims was not unlike the combination of claims in the present case, though the pleading was by an elaborate statement of claim. In that case, and here, the asserted derivative and personal rights arise to a large degree out of the same alleged facts. 27Here the sole plaintiff is Mrs Ehsman, and Timentel is a defendant. It is not proposed that Timentel should become a plaintiff if s 237 leave is granted, because Timentel is properly a defendant to some of Mrs Ehsman's claims. Nor is it proposed that the derivative action be constituted as a separate proceeding, because there are substantially overlapping facts concerning the derivative and personal claims, which should therefore be heard together. Section 236(2) says that proceedings brought on behalf of a company must be brought in the company's name. But there is now a substantial line of decisions holding that, despite the literal wording of s 236(2), leave under s 237 can be given where the company is a party to the proceeding as a necessary defendant in respect of other claims, without requiring the company become a plaintiff or insisting that the derivative action be brought in a separate proceeding: see especially Keyrate Pty Ltd v Hamarc Pty Ltd (2001) 38 ACSR 396, per Santow J at [18]-[19]; Metyor Inc v Queensland Electronic Switching Pty Ltd (2002) 42 ACSR 398, per McPherson JA at [14]-[15]; Charlton v Baber (2003) 47 ACSR 31, per Barrett J at [5]. 28I turn now to consider the draft APC, paragraph by paragraph. 29After preliminary allegations, para 7 of the draft APC asserts that by reason of their appointment as directors of Timentel, Mr Brady, Mr Frasca and Mr Paix owed Timentel various duties. There is a list of the standard duties of directors. The list reflects ss 180, 181, 182 and 183 of the Corporations Act, and also a duty to act honestly in the exercise of their powers and the discharge of their duties as directors (a formulation no longer found in the statute). [deleted latter part of paragraph] 30Having made allegations about the defendants' duties as directors of Timentel, the draft APC (paras 8-16) makes allegations about the licence agreement, leading to the assertion that the purported sale by Timentel to Nutectime of its rights under the licence agreement was in breach of the licence agreement. That is a personal claim by Mrs Ehsman against Timentel (and no other defendant) for breach of contract. It is not a claim for breach of any duty owed to Timentel. 31Para 17 pleads that, by reason of matters pleaded in paras 8-11, the first to fourth defendants are estopped from asserting that Timentel was entitled to sell or assign to the first defendant the rights of Timentel under the licence agreement. This was said to arise because Mrs Ehsman entered into the licence agreement in reliance on the assumption, encouraged by Mr Brady, Mr Frasca and Mr Paix, that the licence would always be held by a company of which she was a director and shareholder. Clearly the allegation of estoppel is made for the benefit of Mrs Ehsman personally rather than to vindicate some right or interest of Timentel. The document does not reveal how the allegation can be made against any defendant other than Mr Brady, given that the assumption is said to have been created and acted upon at the time of the licence agreement, which was made well before Mr Frasca and Mr Paix became involved. 32Paras 18-21 make allegations about breaches of duties owed by the other three directors to Timentel. They allege that Timentel did not receive any of the proceeds of sale of assets, or received only part of the proceeds, and Messrs Brady, Frasca and Paix received those proceeds or part of them. It is claimed that their conduct in receiving those proceeds constituted a breach of all of the duties pleaded in paragraph 7. I find it impossible to justify that claim, with respect to some of the duties identified in para 7, even taking into account the "particulars" to para 21. Moreover, the mere assertion that Timentel did not receive proceeds of sale and the other three directors did (even when the "particulars" to para 21 are added) cannot, per se, establish a breach of any of the duties identified in para 7. These allegations fall well short of a proper pleading. 33Para 22 alleges that by reason of the matters alleged in certain other paragraphs, Messrs Brady, Frasca and Paix have been unjustly enriched as a result of breach of the duties referred to in para 7. Presumably this is intended to establish a ground of recovery for Timentel. Again, the precise matters that might constitute unjust enrichment have not been adequately pleaded and, moreover, it is not easy to see why para 22 combines breach of directors' duties with unjust enrichment. 34Paras 23-26 make allegations against Nutectime, intended to support orders declaring void and setting aside the purported sale of assets or requiring Nutectime to hold the assets in trust for Timentel. These paragraphs seem to assert some entitlement to relief on the part of Timentel rather than Mrs Ehsman, although the remedies would obviously operate for her benefit as well. The precise foundation of the remedies is not clear. The drafter has not invoked the equitable principles concerning accessory liability for breach of trust with any specificity or clarity. To the extent that entitlement to the relief is said to arise out of Nutectime being "knowingly concerned in the breach" there is a suggestion of statutory accessory liability, but the statutory directors' duties do not create any accessory civil reliability for being knowingly concerned in the primary breach. There is "accessory" liability under the statute for de facto and shadow directors, but the allegations in the draft APC do not in terms invoke that liability. 35Paras 27-29 allege that the deed of charge dated 9 May 2005 is void and should be set aside because Timentel did not receive the benefit, or received only part of the benefit, of the money purported to be advanced. This seems to be the assertion of rights of Timentel rather than Mrs Ehsman personally. A deed of charge merely provides security for advances made under some other arrangement such as a loan facility agreement. It is not easy to see why the fact (if it be so) that the chargor did not receive the benefit of loan monies purported to be advanced under a loan facility agreement should, per se, lead to the consequence that the security for the loan is void. If the charge is security for money advanced under a loan facility agreement, and no money is advanced to the chargor, then nothing is secured by the charge but the charging instrument is nevertheless valid. 36Para 30 contends that the other three directors repeatedly failed or refused to furnish information to Mrs Ehsman relating to the affairs of Timentel. Particulars are given. As expressed, this is an allegation of breach of duty to Mrs Ehsman rather than Timentel. There is no allegation of any particular duty but it seems that the drafter had in mind either or both of the statutory rights of a director to gain access to certain information under ss 198F and 290, or the director's general law right of access to the information needed to discharge her fiduciary duty (eg Edman v Ross (1922) 22 SR(NSW) 351). A director seeking to assert those rights is not required to show that inspection is sought in good faith and for a proper purpose, whereas a shareholder seeking inspection under s 247A must do so. Para 30 is not clear enough. 37Para 31 asserts that, by reason of the matters asserted, the other three directors have conducted the affairs of Timentel in a manner oppressive to, unfairly prejudicial to or unfairly discriminatory against Mrs Ehsman, or contrary to the interests of the members as a whole, contrary to s 232. Mrs Ehsman has personal standing to complain under that provision. The difficulty with para 31 is that it relies globally on all of the other allegations, some of which do not seem to be pertinent (for example, the pleadings against Timentel itself based on breach of contract and against Mr Brady based on estoppel). It should be re-formulated with more precision. 38 Deleted 39The draft FAOP contains the same claims for relief as the draft APC, and therefore suffers from the defects just noted. It also contains a prayer for an order under s 237. This is inappropriate, given that the interlocutory application presently under consideration seeks a s 237 order and also leave to file the FAOP, so that the question of s 237 leave will have been addressed before the FAOP is filed. Further, in the draft FAOP the application is said to be made pursuant to ss 232, 236 and 237. Sections 236 and 237 do not need to be mentioned, for the reason just given, and s 232 appears from the draft APC to be only one of the statutory provisions under which relief is sought, the others being the various directors' duties provisions. 40My conclusion is that the draft APC and the draft FAOP are seriously defective, and therefore I shall not accede to Mrs Ehsman's application for leave to file and serve them in their present form. What is needed is a carefully considered pleading by statement of claim. However, my view is that the draft APC identifies in broad terms, though imprecisely and at times in a confused way, some derivative and personal causes of action that emerge on Mrs Ehsman's account of the evidence. The causes of action are: (A)a personal claim by Mrs Ehsman against Timentel for breach of contract arising out of Timentel's purported sale and assignment to Nutectime, sounding in damages (paras 8-16); (B)a personal claim by Mrs Ehsman against Mr Brady based the allegation that at the time of the making of the licence agreement he encouraged her to assume that the licence would always be held by a company of which she was a director and shareholder - though the appropriate remedy, if this ground is established, is debatable (para 17); (C)claims by Timentel against Messrs Brady, Frasca and Paix for breach of ss 182 and 183 and their general law duty to avoid conflicts of interest, by virtue of their self-dealing in the loan and security transactions and then the sale and assignment transactions, leading an order for an account of profit or an order setting aside the transactions, or a compensation order under s 1317H (paras 18-21 and 22); (D)a claim by Timentel against Nutectime for accessory liability under equitable principles which apply to a person who assists in a breach of fiduciary duty or receives property transferred in breach of duty, leading to an order requiring Nutectime to hold acquired property on trust or to account as a constructive trustee (paras 23-26); (E)a personal claim by Mrs Ehsman against the other three directors asserting infringement of her right of access as a director to information of Timentel, under the general law and perhaps under ss 198F and 290, leading to an order for access or to restrain obstruction (para 30); (F)a personal claim by Mrs Ehsman for relief under the "oppression" remedy in s 232, arising out of specifically pleaded facts and circumstances, leading to a range of possible remedies to address the oppressive or unfair conduct (para 30). 41I am not persuaded that there is any viable course of action underlying paras 27-29. 42I think the appropriate course is to dismiss the application for leave to file and serve the amended points of claim, and to direct Mrs Ehsman to file and serve a statement of claim to give effect to her personal and derivative claims having regard to these reasons for judgment. 43Section 237 authorises the court to grant leave to permit a person to bring proceedings on behalf of a company. Part 2F.1A does not explain the word "proceedings" or give any direct indication of the level of specificity of pleaded allegations and prayers for relief that the applicant for leave must achieve. Typically the applicant will provide the court with a draft statement of claim or (as here) points of claim, or some other document giving particulars of the derivative claims. But in my view it cannot be the case that a full statement of the derivative claims must be presented before the court can consider and determine a leave application. Were that to be required, any subsequent amendments to the pleaded case would need to be treated as a leave application under s 237 to which the criteria in s 237(2) would have to be applied. That, in my view, would be an unnecessary burden for case management. 44In my opinion the applicant for leave must identify and describe the proposed proceedings with sufficient precision that the court can properly assess the application having regard to the criteria that it is required to consider under s 237(2), and the opponents can respond to the application in terms of those criteria. That may be achieved by presenting the court with a draft pleading, but it may be achieved in other ways such as by outlining the claims in affidavit evidence. It is not hard to envisage an application that falls so far short of identifying the derivative causes of action to be asserted that the court is left unable to assess, for example, whether it is in the best interests of the company that the applicant be granted leave, and whether there is a serious question to be tried. Here, however, Mrs Ehsman has done enough in her draft points of claim (defective though they are) and in the voluminous evidence that has been adduced, to permit me to identify the causes of action broadly described in paragraphs (A)-(F) above, of which paras (C) and (D) are derivative claims. I am able to consider the application for leave under s 237 as an application for leave to bring proceedings on behalf of Timentel by a statement of claim that would assert the causes of action identified in paras (C) and (D) and seek appropriate equitable and statutory relief. The requirements for leave to bring a derivative action 45Section 236(1)(a) allows a member or officer, inter alios, to bring proceedings on behalf of the company with the court's leave. Ms Ehsman has standing both as a member and an officer of Timentel. 46Under s 237(2) the court is required to grant the application for leave if it is satisfied of five matters set out in subparagraphs (a) to (e). Subsection 237(3) and (4) establish a rebuttable presumption that the granting of leave is not in the best interests of the company in certain circumstances, but it is agreed that those circumstances have no application to the present case. There is no suggestion of the members of the company purporting to ratify or approve the conduct of the other three directors, so as to invoke s 239. 47Of the five matters that the court must address under s 237(2), the parties agree that the notice requirement in subparagraph (e) has been satisfied here. The defendants did not concede, in terms of subparagraph (a), that it is probable that the company will not itself bring the proceedings, or properly take responsibility for them, or for the steps in them. However, the evidence before me plainly establishes that this criterion is satisfied, in respect of proceedings to pursue any derivative claims of the kind identified at paras (C) and (D) above. Timentel is under the control of the other three directors, who are acting together in respect of the company's dealings with Mrs Ehsman. The other directors (and spouse, in the case of Mr Paix) are the majority shareholders. They have caused the assets of Timentel to be passed to Nutectime, a company in which they but not Ms Ehsman are the directors and shareholders. They have asserted, in answer to the present application, both on their own behalf and on behalf of Timentel, that there is no foundation for derivative claims to be brought. It is clear from their attitude, revealed in the evidence and upon the application, that they would not authorise the company to bring such proceedings. 48That leaves for consideration subparagraphs (b), (c) and (d) of s 237(2). In their submissions, the parties referred me to a substantial number of decided cases. It seems to me, however, that the courts' approach to these subparagraphs has become relatively clear in the course of decisions, and it is unnecessary for me to refer to authorities extensively. Additionally, I have reached the conclusion that this is a plain case in which all three criteria have been established, and that extensive exposition is unnecessary. Good faith 49In the Swansson case, Palmer J expressed the opinion at least two questions are generally relevant to this issue: namely, whether the applicant honestly believes that a good cause of action exists and has reasonable prospects of success; and whether the applicant is seeking to act in a derivative capacity for such a collateral purpose as will amount to an abuse of process. This approach has been followed frequently in subsequent cases. I was referred, inter alia, to the discussion by Brereton J. in Maher v Honeysett & Maher Electrical Contractors Pty Ltd [2005] NSWSC 859, at [30]. 50The evidence shows that Mrs Ehsman believes that a derivative action exists which has reasonable prospects of success. She has given sworn evidence in para [24] of her affidavit of 9 December 2006 to the effect that the company has a good cause of action with reasonable prospects of success for the claims that she outlines. I can see no proper basis in the evidence for doubting that this belief is honest. The highest the evidence goes is in the affidavit of Mr Frasca, where he deposes to a discussion with Mr and Mrs Ehsman in 2003 in which, on his version of it, they conveyed an implacable desire to destroy Mr Brady. But that evidence is contested and in any event, if accepted, it would not point to any lack of honesty in Mrs Ehsman's belief at the present time of her prospects of success in a derivative action. 51Mr Frasca's evidence might be taken to point to a collateral purpose on the part of Mrs Ehsman. But the evidence, if accepted, relates to a conversation some years ago, and the assertion of a collateral purpose is inconsistent with Mrs Ehsman's affidavit evidence. It seems to me that if Mrs Ehsman succeeds in making out her factual contentions, there is a plausible derivative action along the lines of paras (C) and (D) above. If such a derivative action is pursued successfully it will have a beneficial effect on the position of Mrs Ehsman in Timentel. Those conclusions, arising out of the evidence as a whole, makes it difficult to maintain that Mrs Ehsman's purpose in pursuing the derivative cause of action is a collateral one. As Brereton J remarked in Maher v Honeysett (at [33]), the objective facts and circumstances speak louder than an applicant's words about her honesty and purpose, and here the objective facts and circumstances, supported by much evidence, are reasonably eloquent. 52My conclusion is that Ms Ehsman has succeeded in satisfying me that she is acting in good faith for the purposes of s 237(2)(b). Best interests of the company 53In Maher v Honeysett, at [44], Brereton J observed that the phrase "best interests" directs attention to the company's separate and independent welfare, a notion that imports the familiar concept of the interests of the company as a whole. Here it is unnecessary to investigate the qualifications to that proposition arising where the company is insolvent or near to insolvency. In the present case Mrs Ehsman's pursuit of derivative claims will, if she is successful, enure to her benefit, as I have explained. 54As Brereton J pointed out (at [45]), "the existence in an applicant of a personal interest in the outcome of a proposed derivative action, or even of a personal animus against the company or other members of it, cannot be significant, let alone decisive, because they are usual concomitants of the types of disputes which lead to derivative actions, and few if any such actions would be brought but for personal interest on the part of the relevant applicant and in the absence of animus against the company or other shareholders". I respectfully agree. The fact that Mrs Ehsman has a personal interest in the outcome of Timentel's derivative claims, and even the existence of personal animus against Mr Brady (if Mr Frasca's disputed evidence is excepted), are not matters standing in the way of the conclusion that the pursuit of the derivative claims is in the best interests of Timentel. 55Relief having the effect of returning Timentel's assets or their beneficial ownership to the company cannot be obtained by Mrs Ehsman 's pursuit of personal claims (except perhaps through some creative orders on the "oppression" ground). The most direct and obvious way of recovery of the property is for Timentel to assert claims for recovery orders derivatively through Mrs Ehsman. If those claims are successful the result will be orders for the restoration of Timentel's property, an outcome which will be in the best interests of the company, although obviously not in the best interests of the majority shareholders. 56In my view it is appropriate for the derivative claims to be pursued in proceedings in which Mrs Ehsman also asserts personal claims, provided that great care is taken to distinguish the two categories of claims and the ingredients of the case to prove each category. I hope that a first step along that path will be taken by the preparation of a statement of claim. Although there is a risk of confusion in allowing a single proceeding that asserts personal and derivative claims, there is considerable advantage in doing so where, as here, there is a substantial common substratum of fact underlying the two categories of claims (see Maher v Honeysett at [53]). 57In all the circumstances I am satisfied that it is in the best interests of Timentel, for the purposes of s 237(2)(c), that Mrs Ehsman be granted leave under s 237. Serious question to be tried 58In my view this case should be treated as a case where the applicant is applying for leave to bring derivative proceedings, rather than to intervene in existing proceedings. The effect of my granting leave to her to file a new initiating pleading will be, if the job is done properly, to overhaul and substantially reconstitute the proceedings, as proceedings in which she pursues clearly articulated derivative and personal claims. Where the applicant is applying for leave to bring proceedings, s 237(2)(d) requires the court to be satisfied that there is a serious question to be tried. 59As Barrett J explained in Charlton v Baber at [55], the applicant bears the onus of proving sufficient material to enable the court to make this determination. But as I explained above, referring to Palmer J's judgment in Swansson (and see Maher v Honeysett at [19]), the court does not normally enter into the merits of the proposed derivative action to any great degree. The evidence must reach the same standard as applies for an interlocutory injunction, set out in such cases as Castlemaine Tooheys Ltd v State of South Australia (1986) 161 CLR 148 and Australian Broadcasting Corporation v Lenah Game Meats Pty Ltd (2001) 208 CLR 199. The standard has been described as "relatively low" (Maher v Honeysett at [19]). 60In this case Mrs Ehsman has filed quite extensive evidence, which she relies on for the purposes of the application, and I also have before me substantial evidence on behalf of the defendants. I infer that the evidence before me is substantially the evidentiary cases of the parties for final relief. This is certainly not a case of affidavits hurriedly cobbled together to meet the exigencies of an interlocutory occasion. Having considered the evidence my view is that, although there are many disputed questions of fact, which I am not in a position to resolve, Mrs Ehsman's allegations are sufficiently substantial to cross the "serious question to be tried" hurdle. I am therefore satisfied that s 237(2)(d) has been met. The court's powers 61The court is empowered by s 241 to make any orders, and give any directions, that it considers appropriate in relation to proceedings brought with leave, or an application for leave. That section affirms the court's power under the Civil Procedure Act 2005 (NSW) to make an order requiring that the proceedings be brought by statement of claim, a step that I shall take for the reasons I have explained. It also expressly permits the court to make orders requiring mediation, a step that the court is also empowered to take by s 26 of the Civil Procedure Act. During the course of the hearing, I floated with the parties the question whether it would be appropriate to make an order for compulsory mediation. The suggestion was not opposed and I formed the view that if the parties did not voluntarily agree to mediate I should make an order. Unless the parties have, in the meantime, organised for mediation to take place, I shall include a mediation order in the orders that I make pursuant to these reasons for judgment. 62Section 242 permits the court to make any orders it considers appropriate about the costs of various persons, including the company, in relation to proceedings brought with leave under s 237 (see Fiduciary Ltd v Morningstar Research Pty Ltd (2005) 53 ACSR 732, at [56]). In such a case as the present, where the company is essentially a vehicle to pursue the commercial interests of four parties, one of whom is at odds with the other three, who oppose the bringing of derivative claims, and the plaintiff wishes to combine derivative claims with personal claims largely arising out of the same facts, it seems to me appropriate to require the plaintiff to indemnify the company in respect of costs it may incur, either directly or by virtue of a court order against it, with respect to the pursuit of the derivative claims. If the indemnity were not given, the other three directors would as a practical matter be required to bear the burden of 65% of the company's costs of pursuing derivative claims which they do not want it to pursue. Obviously, to the extent that the plaintiff makes a personal claim against the company, she should not be required to give such an indemnity. Further, the indemnity needs to be qualified so that it does not apply to any cost order made by the court with the intention of overriding the effect of the undertaking. The main purpose of that qualification is to enable the trial judge to make such order as to costs as he or she thinks appropriate after the final hearing, untrammelled by an undertaking that may cause an order for costs against the company to rebound against the plaintiff; but the qualification may also be useful to allow the court to override the undertaking in circumstances not presently foreseeable. 63Mrs Ehsman has succeeded in establishing that leave should be granted to her to bring derivative proceedings on behalf of Timentel, and to file and appropriate pleading to initiate those proceedings (and also to clarify her personal claims). That suggests that she should have her costs of the interlocutory application of 12 December 2005, against the defendants other than Timentel. In my view the fact that she will be required to give an undertaking as to the company's future costs is immaterial to the question of the costs of the application. Although I have found that the draft amended points of claim are seriously defective, they nevertheless convey plainly enough the nature of the derivative claims that Mrs Ehsman wishes to pursue. The defects in the pleaded case did not, in my view, provided a justification for the attitude of complete opposition to the application that the defendants presented to the court. Conclusions 64For the reasons I have given, I propose to make orders along the following lines: (1)Subject to the condition identified in order (2), grant leave to the plaintiff, under s 237 of the Corporations Act 2001 (Cth), to bring proceedings on behalf of the fifth defendant against the first, second, third and fourth defendants, asserting the causes of action generally identified in these reasons for judgment and seeking all or any appropriate remedies; (2)Order (1) is subject to the condition that, before any such proceedings are brought, the plaintiff must indemnify the fifth defendant for and in respect of all costs that the fifth defendant may incur (either on its own account or under an order of the court) by reason of the bringing, maintenance and conduct of the derivative proceedings, provided however that the indemnity is not required to extend to costs that the fifth defendant may incur in the proceedings as a defendant in respect of any personal claim made by the plaintiff, and shall not apply with respect to any final order for costs in the proceedings; (3)Direct the plaintiff to file and serve a statement of claim to give effect to her personal and derivative claims, having regard to these reasons for judgment, by no later than a date to be specified; (4)Order the first, second, third and fourth defendants to pay the plaintiff's costs of her interlocutory process filed on 12 December 2005, as agreed or assessed; (5)Subject to orders (1), (2) (3) and (4), the plaintiff's interlocutory process filed on 12 December 2005 is dismissed; (6)Order that the proceedings be referred for mediation by a mediator agreed to by the parties, such mediation to take place by no later than a date to be specified; (7)Liberty to apply to Austin J on 2 days notice. 65However, I shall give the parties the opportunity to draw my attention to any particular matters that might affect the question of costs, by (for example) causing me to award costs on a different measure or to limit the order for costs in some way. I shall also give them the chance to consider my proposed orders. I shall stand the matter over for the purpose of hearing any such submissions and making orders.