Jacobsen Law Firm, P.A.Jacobsen Law Firm, P.A.2026-07-29T18:08:20Zhttps://www.jacobsen-law.com/feed/atom/WordPress/wp-content/uploads/sites/1304119/2025/05/cropped-Jacobsen_Law_Firm_site_icon_D-32x32.pngOn Behalf of Jacobsen Law Firm, P.A.<![CDATA[4 documents to review before buying commercial property]]>https://www.jacobsen-law.com/?p=482302026-07-21T16:44:33Z2026-07-21T16:44:33ZPurchase agreement
This is the roadmap for the transaction, so it should clearly explain what both sides have agreed to. The purchase agreement outlines the price, important deadlines, contingencies, what is included in the sale and each party's responsibilities. Understanding these terms early can help you avoid disputes over repairs, closing costs or other obligations later.
Title documents
Review these documents carefully because they can reveal legal issues before they become costly problems. Look for:
Liens that could affect the property's ownership
Easements that may limit how you use the land
Deed restrictions that could affect future renovations or expansion
Other claims that could make it harder to sell the property
In Minnesota, a title examination usually takes place before closing, giving you an opportunity to identify concerns before the property changes hands. Depending on the issues you identify, you may be able to resolve them before closing, negotiate with the seller or decide whether to proceed with the transaction.
Survey and property records
These define the property's legal boundaries and physical features that may not be obvious during a walkthrough. Property surveys and related records can identify:
Boundary lines
Shared driveways
Encroachments
Utility easements
If you plan to expand the building, add parking or install new features, you can use this information to spot limits before they become expensive surprises.
Existing leases and operating agreements
Existing agreements can affect your responsibilities from the day you take over the property. Leases explain each occupant's rights and responsibilities. Operating agreements may cover shared parking, maintenance duties or common areas. Knowing these terms in advance can help you avoid unexpected obligations and protect existing business relationships.
Build your investment on a stronger foundation
Taking time to review these records now can help you avoid unexpected legal or financial issues that could have otherwise been resolved before finalizing the transaction.
If you have questions about any part of the transaction or are unsure what a document means, seek legal assistance early. An attorney can explain your options, point out potential risks and help you resolve concerns before you close the deal.]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[Who should own the commercial property: you or your LLC?]]>https://www.jacobsen-law.com/?p=482292026-06-30T16:22:17Z2026-06-30T16:22:17ZYour liability exposure
Buying commercial property through your business may help protect what you own personally if legal or financial issues arise. In Minnesota, many business owners choose to own commercial property through an LLC to separate their personal assets from company obligations.
That does not mean it is the right fit for everyone. The level of protection depends on how it is organized and whether you want to keep your personal and business affairs separate. Because every purchase is different, it is important to understand how owning the property personally or through your business could affect your level of risk.
Your financing and business goals
The right ownership structure should fit the way you plan to use the property. For example, you may occupy the building yourself, lease part of it to another business or hold it as a long-term investment. Your financing options can also vary depending on whether you or your business will own the property.
Thinking through these practical issues before closing can help you avoid changes that may be more difficult or costly to make later.
Your long-term plans
Your ownership decision should support where you want your business to go, not just where it is today. If you expect to bring on partners, grow your operations or eventually sell the business, the way you hold title could affect those future plans. Looking ahead now can make those transitions easier when the time comes.
Build a strong foundation for your investment
Choosing how to own commercial property is more than a paperwork decision. It is an opportunity to protect your investment and position your business for the future. Before you close on a purchase, consider speaking with an attorney who can evaluate your goals and help you choose an ownership structure that fits your needs.
]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[Got a side gig in construction? You may have legal obligations]]>https://www.jacobsen-law.com/?p=482272026-06-05T21:29:45Z2026-06-05T21:29:45ZWhen does a side hustle become a business?
Many construction businesses begin with a few small projects. Certain activities can indicate that your side hustle has developed into an ongoing business operation. Common examples include:
Advertising services to potential customers
Accepting paid projects on a regular basis
Entering agreements with clients
Purchasing equipment for business use
Hiring workers or subcontractors
Maintaining a separate business account
These activities can create responsibilities that do not apply when you simply help a friend or family member with a one-time project.
Common legal obligations
If your side hustle generates regular income, you may encounter a range of legal and financial obligations. Some of the most common include:
The specific requirements can vary based on the type of work you perform, where you operate and whether you hire workers. Remodeling contractors, landscapers and excavation companies may each face different requirements.
The risks of operating informally
Informal business arrangements can create problems when disagreements arise. A customer may claim that your work did not meet expectations. A dispute may develop over payment terms. Property damage or a workplace injury can also lead to financial losses.
If you operate without formal agreements, business records or appropriate insurance coverage, resolving those issues may become more difficult. Depending on the circumstances, the effects can extend beyond the business itself.
How business risks can become personal risks
Many side-hustle construction businesses begin through personal connections. You may work for friends, neighbors or referrals from people you know. That informal approach can work well until a disagreement or unexpected event occurs.
Once you begin taking on regular projects for paying customers, questions about contracts, insurance and business structure can take on greater importance. What begins as weekend work can carry many of the same responsibilities that apply to larger construction businesses.]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[Can a handshake deal hurt your Minnesota business?]]>https://www.jacobsen-law.com/?p=482252026-05-12T07:51:39Z2026-05-12T07:51:39ZVerbal agreements can create proof problems
Minnesota may recognize oral agreements in many situations. The harder question is not always whether a deal existed. It is whether you can prove the terms clearly enough to enforce them.
A written contract gives both sides a record of the agreement. Without one, a business owner may have to rely on emails, text messages, invoices, payment records and witness statements. Those records may help, but they may not answer key questions such as price, timing, scope of work, cancellation rights or who pays when something goes wrong.
That is why business agreements should usually address the details before work begins, not after the relationship becomes tense.
Some agreements need writing
Certain contracts create bigger risks when the parties rely only on a conversation. Minnesota’s statute of frauds requires a signed written agreement for certain promises, including agreements that cannot be performed within one year and collateral promises to cover another person’s debt, default or doings and certain real estate agreements.
State law also incorporates the Uniform Commercial Code (UCC), which has special writing rules for sales of goods priced at $500 or more. A record can sometimes satisfy the rule even if it does not include every term, but the agreement generally cannot extend beyond the quantity shown in the writing.
For small businesses, these rules can matter in everyday situations, such as:
Multi-year service agreements
Large material orders
Personal guarantees
Commercial lease or real estate transactions
Long-term supply arrangements
A short written agreement can prevent an expensive argument over whether the deal can move forward at all.
Clear terms help protect working relationships
Good contracts do not have to feel hostile. In many cases, putting terms in writing helps preserve the business relationship because it gives both sides the same reference point.
A useful agreement should explain the work, price, deadlines, payment terms, change-order process and what happens if one side cannot perform. For professional practices, contractors, farms and local service businesses, those details can keep one disagreement from turning into a broader business problem.
Put the deal in writing before trust is tested
Handshake deals often start with trust. Written contracts protect that trust when projects become stressful, costs rise or people remember the conversation differently.
The practical move is simple: write down the deal while everyone still agrees on it. That record may not prevent every dispute, but it can make the next problem easier to solve.]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[You paid a freelancer – who owns the asset now?]]>https://www.jacobsen-law.com/?p=482192026-04-14T15:30:08Z2026-04-14T15:30:08ZCommon misunderstandings about contractor-created work
Most ownership issues begin with assumptions that do not align with how the law applies in practice, as the creator will generally own the asset unless an agreement states otherwise. The following are some of the most common ones:
Paying for work means you own it: Payment alone does not transfer intellectual property rights, and without a written agreement, the person who created the work may still retain ownership.
All work for your business belongs to your business: Work created by employees usually belongs to the employer, while work created by contractors often does not unless the agreement clearly addresses ownership.
“Work made for hire” covers everything: This phrase has a narrow legal meaning and does not apply to every project, so using it incorrectly may fail to transfer ownership as intended.
Informal agreements are enough: Verbal agreements or email exchanges may not clearly define ownership, and gaps in documentation can lead to disputes later.
These issues often come into focus when the relationship changes or when the business moves into a new phase.
What can happen when ownership is unclear
Ownership questions often arise when circumstances change. A business may try to trademark a logo and learn it does not hold the rights, or it may want to update a website but cannot access or reuse key parts. In some cases, a contractor may reuse similar work for another business.
Disputes may also arise when a working relationship ends, as each side may take a different view of who owns the asset. Without clear contract terms, resolving that issue can require time and added cost.
These situations do not always come from bad intent. In many cases, they trace back to assumptions made at the start of the project.
What clear ownership means for your business
Ownership shapes how a business can use an asset over time and whether it can rely on that asset as part of its operations.
When a business owns the asset, it can modify it, reuse it and control how it appears in the market. When it does not, the business may have only limited rights to defined uses, which can create operational or legal issues as it grows or updates its operations. Ownership can also affect transactions, as buyers and investors often look for clear control over key assets.
Clear agreements at the outset of a project help define who owns the asset once the work is complete. A written contract can set expectations around ownership and use, which can reduce the risk of disputes later.
Why control starts with the agreement
Hiring contractors is a normal part of running a business, as it allows the business to move quickly and bring in outside skill when needed.
At the same time, what a contractor creates may become part of the brand or daily operations, and if the business does not address ownership at the start, it may lose control later. Payment alone does not determine ownership, which means early contract decisions can directly influence how a business grows and how much control it retains.
]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[Does your commercial lease survive a property sale in Minnesota?]]>https://www.jacobsen-law.com/?p=482182026-03-02T12:41:43Z2026-03-02T12:40:17ZThe general rule of continuity applies
In most cases, a lease "runs with the land." This legal concept means the agreement attaches to the physical property, not just the person who owns it. When a new owner buys the building, they usually inherit your lease agreement, too.
The new landlord steps into the shoes of the old landlord. They must honor the rent price, the lease term and any specific amenities promised in your original document. You continue your operations, but you send your rent checks to a different entity.
Critical lease clauses to review
The specific language in your contract can alter this presumption. Consider examining the following clauses:
Termination on sale clauses: Some leases include a "kill switch." This clause allows a landlord to end the lease early if they find a buyer for the building.
Assignment rights: Your lease should clarify that the landlord can assign their interests to a new owner without voiding the contract.
You need to verify these details to ensure your business remains secure from a potential disruption.
Situations that can threaten your tenancy
Certain circumstances can weaken your position during a property sale.
Foreclosures present particular risks, especially if your lease includes subordination clauses that prioritize the lender's interests. An unrecorded lease may also create disputes if a new owner claims they had no knowledge of your tenancy when they purchased the property. Month-to-month arrangements and verbal agreements offer far less security than written, long-term leases with clear terms.
Keep your business safe from legal issues
Your lease is the foundation of your business location, and a small change in ownership can lead to unexpected legal gaps. While the law generally protects tenants, the specific language in your contract ultimately dictates your actual security.
The most effective way to protect your interests is to have a professional review your agreement. Such action can help identify hidden clauses that might put your tenancy at risk during a sale. Investing in a quick lease audit provides the certainty you need to focus on running your business.]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[How to avoid misclassifying employees in your business]]>https://www.jacobsen-law.com/?p=482072026-01-29T15:00:16Z2026-01-29T15:00:16ZWhat is employee misclassification?
Employee misclassification refers to the act of labeling employees as independent contractors to avoid paying benefits, taxes and insurance. Under the eyes of the law, this unlawful act occurs when an employer:
Intentionally misclassifies an individual as a contractor when they are legally an employee.
Fails to report or treat an employee for tax, labor or insurance purposes.
Requests or requires an employee to sign an agreement or document that misclassifies them.
Generally, an individual’s employment status depends on the right to control. If you control how, when and where the work is done, a person is likely an employee, regardless of what their contract says.
What happens if you misclassify employees?
If the DLI finds that you are misclassifying employees, you can face these consequences:
You must reimburse the worker for the full value of missed benefits and wages.
You face a fine of up to $10,000 for each misclassified worker and an additional penalty of up to $10,000 for each violation of prohibited acts.
Owners, officers or agents can be personally liable for debts and penalties if they knowingly or repeatedly commit misclassification.
Liability follows the business even if it changes names or ownership.
Misclassification constitutes a form of wage theft. By mislabeling workers, you shift the burden of taxes and insurance onto the worker or the state, gaining an unfair competitive advantage over law-abiding businesses.
If you are unsure how to proceed, seeking legal advice can be a valuable resource. A business law attorney can review your employment agreements and provide guidance.]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[Common legal issues that catch Minnesota business owners off guard]]>https://www.jacobsen-law.com/?p=482052026-01-06T22:16:36Z2026-01-06T22:16:36ZRunning a business in Minnesota often feels manageable at first. Legal problems usually appear later, after growth, conflict or a compliance issue brings them to the surface.
Delaying decisions about business structure
Many owners stay sole proprietors longer than they should. This structure does not separate personal and business liability. If the business is sued or incurs debt, personal assets may be exposed.This issue matters because courts look at structure from the start. Forming an LLC or corporation later may not shield you from earlier risks.
Relying on informal agreements
Handshake deals with partners, friends or family often lead to disputes. Verbal promises are difficult to prove and easy to misinterpret.Written agreements help define ownership, responsibilities and exit rights. They also reduce confusion when expectations change.
Overlooking Minnesota employment laws
Minnesota employment rules can be more complicated than many business owners expect. Some of the most common trouble spots include:
Worker classification: Calling someone a contractor when they should be an employee can lead to fines and unpaid wages.
Pay rules: Minimum wage and overtime depend on your business size and the worker’s age.
Payroll deductions:Minnesota Statute § 181.79 limits when you can take money out of an employee’s paycheck for things like damage or losses
These rules matter because intent does not always matter. Even honest mistakes can lead to audits, penalties or employee complaints.
Neglecting intellectual property and trade secrets
Business names, logos, systems and client lists all have value. Without protection, competitors or former partners may use them.Identifying what information gives your business an advantage is the first step. Consistent safeguards show that you treat that information as confidential.
Mixing personal and business finances
Commingling funds weakens liability protection. It also complicates bookkeeping and tax reporting.Separate accounts reinforce the legal boundary between you and the business. That boundary often determines whether personal assets remain protected.
Missing tax and regulatory obligations
Licenses, permits and tax filings apply from the beginning. Missed deadlines or incomplete filings can lead to penalties that grow quickly.This risk increases as businesses add employees, expand locations or change revenue streams.
How early guidance can help
Many of these issues overlap. Employment mistakes affect taxes. Informal agreements affect ownership. Poor records weaken your position in disputes.Consulting an attorney early can help identify risks before they escalate. Legal guidance can support entity formation, contract drafting, compliance planning and dispute prevention. Having an established relationship also makes it easier to address issues as they arise.]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[How to manage trade secrets in your small business]]>https://www.jacobsen-law.com/?p=482042025-12-23T14:01:39Z2025-12-23T14:01:39ZAs a small business owner, some of your most valuable assets are not physical. Proprietary processes, client lists, pricing strategies and other confidential information help your business stand out. Managing trade secrets carefully protects your competitive edge. It also prevents your hard work from benefiting someone else.
Understand what qualifies as a trade secret
Not every piece of sensitive information qualifies as a trade secret. Trade secrets are any information that gives your business value and is not widely known. You must also take steps to keep it secret.Minnesota and federal law protect trade secrets. It recognizes the importance of keeping information confidential and the steps businesses take to do so. First, figure out which information gives your business an edge. This is the starting point for keeping it safe.
Implement practical safeguards
Once you know what part of your business needs protection, start limiting exposure. Here are some ways to manage sensitive information effectively:
Limit access to confidential information to key personnel only
Use confidentiality agreements or NDAs with employees and contractors
Secure sensitive information both digitally and physically
Train staff on proper handling of proprietary data
Regularly review and update security practices
Using these measures consistently makes protecting trade secrets part of your daily routine. It becomes second nature, not an afterthought.
Plan for employee transitions and disputes
Employees leaving or internal disagreements can put trade secrets at risk. Reduce these risks with clear exit procedures. Remind employees about confidentiality. Keep documented policies in place. Maintaining a record of training and agreements shows that you take protection seriously.This blog post is for informational purposes only and is not legal advice. Consulting a qualified attorney may help with guidance specific to your business.
Keep your business ahead of the competition
Protecting trade secrets is an ongoing process. Small businesses that actively manage sensitive information stay ahead of competitors.You protect your unique ideas and strategies by understanding what qualifies as a trade secret. Use practical safeguards and prepare for employee transitions. Making this part of your daily operations helps ensure that your competitive advantage stays where it belongs, with you.]]>On Behalf of Jacobsen Law Firm, P.A.<![CDATA[2 things you should never miss during an M&A due diligence]]>https://www.jacobsen-law.com/?p=481982025-11-11T10:13:23Z2025-11-11T10:13:23ZIntellectual property
Investigate your target company’s intellectual property (IP), as this is a crucial part in meeting your business goals. Review their ownership of patents and trademarks to see if they are at risk of infringement lawsuits. Failure to do this can make you liable for the damages after assuming as the company’s new owner.
Contract transferability
Your target company has contracts with its vendors and customers. Assuming that these agreements automatically transfer to you can be a costly mistake.
Consider reviewing all contracts and checking whether they have anti-assignment clauses. These prohibit the current company owner from transferring their rights or obligations to you. Some contracts may allow transfer, provided that all parties agree on this term before closing. Violating this provision can result in a loss of clients, legal consequences and financial penalties.
Planning your due diligence strategically
Business transactions can be complex and overwhelming. Navigating M&As alone can allow costly errors to emerge, which can turn your supposed investment into a liability.
Planning a purchase can help you protect your capital. Create a due diligence checklist to address potential concerns. Seeking legal advice can offer clarity on uncovering risks, helping you make informed decisions.]]>