Category Archives: General Counsel

Business Law Attorney, Colorado

Business law is an area of law that pertains to every aspect of business start-up and ownership. Business creation requires an understanding of the formation, or entity, of the company and the correct filing of the necessary documents with state and local agencies to establish the new business. Once the business is established, the functions of business law include the governance of the company regarding public interaction, tax laws, employee rights, mergers and acquisitions, and business dissolution, to name a few.

Acquiring a business attorney who understands the complexities of business law can make all the difference when it comes to starting and maintaining a business. Ted Bendelow of Bendelow Law Office LLC has practiced law for over 46 years and offers his services in Denver, Boulder, Longmont and throughout northern Colorado.

Some areas of business law that Bendelow Law Office LLC specialize include:

  • New Business Start-Up: After careful analysis and discussion, Bendelow Law Office, LLC will help you determine the best entity for your business. Once the business formation is determined, Bendelow Law Office, LLC will prepare and file the required documents to establish your new company.
  • Business Ownership: For established businesses, Bendelow Law Office, LLC will provide general counsel for various legal needs to include employee benefits and agreements, wage administration, debt collection, and business litigation, as well as other areas of legal counsel that pertain to business law.
  • Compliance Program: Bendelow Law Office LLC will continuously work with your corporation or limited liability company through their compliance program that is offered. This program is designed to assist business owners with proper documentation of the business’s innerworkings.
  • Mergers and Acquisitions: Businesses tend to change. With that said, we can assist you throughout the changes. We offer legal assistance with restructuring, growth, mergers and acquisitions of other companies, and the sale of your business. Should you choose to dissolve a business, our legal team will work with you throughout the process.

These are just a few areas of business law that Bendelow Law Office LLC practice. If you live in Colorado and seek a business attorney, Ted Bendelow of Bendelow Law Firm LLC has the knowledge and expertise in business law to offer trusted, professional legal counsel. Call the experienced team at Bendelow Law Firm LLC for a consultation today.

Water Rights Attorney in Colorado

When it comes to water rights in Colorado, it can be difficult to understand the complex nature in which such rights are regulated by Colorado’s laws. While water rights vary from state to state, Colorado controls the allocation of water based on the prior appropriation system. This system determines who uses the water, when the water is used, and various uses allowed. This governed system is also known as the priority system, or “first in time, first in right”. In other words, the first person to take water and put it to beneficial use has first water rights to that water system. Keep in mind, Colorado’s appropriation system is much more complicated than appears, which is why it is important to use a water rights attorney. Ted Bendelow at Bendelow Law Offices, LLC has been offering general counsel in Colorado, to include water rights, for over 38 years.

Ted Bendelow of Bendelow Law Offices, LLC provides legal counsel in most aspects of water rights laws. Some of his services include:

• Protection of existing water rights
• Investigation of water rights
• Negotiation and drafting of contracts
• All phases of water rights litigation, to include representation in the courts
• Water rights involved in real estate transactions
• State and local issues pertaining to water rights

To manage water rights in Colorado, the use of legal counsel is highly recommended. An experienced attorney will help to navigate through the complex legal process and provide a better understanding of water rights laws in Colorado. Ted Bendelow of Bendelow Law Offices, LLC has the knowledge and expertise pertaining to Colorado’s water rights. Ted Bendelow and his team of experts offers legal counsel to ranchers, farmers, homeowners, lenders, land developers, and real estate brokers.

The most common individual questions involve learning about water rights in general and the their situation. I have represented various ditch companies for years and and general counsel work is most common, with little involvement in water rights or water court. In both casesability to address clients concerns is most crucial.

Whether a government agency, business owner, or private citizen, if you are seeking the representation of a water rights attorney in Colorado, call the experienced legal team at Bendelow Law Office, LLC.

Trademarks

There are many things to consider when it comes to starting a business in Colorado. From choosing a name to filing the necessary paperwork, the process of a business start-up can be quite overwhelming. One of the most important factors of the business to consider is how to promote the product or service being offered. Many business owners choose a Trademark to not only promote their business, but to differentiate their products or services from others in the marketplace. A Trademark, which can be a word, name, slogan, or symbol is basically a brand classified as Intellectual Property.

A Trademark can be registered with the United States Patent and Trademark Office (USPTO). There are many regulations to comply with while filing in which the owner of the mark is responsible. Not only are there specific regulations to adhere to, the process of researching state and federally registered Trademarks and those trademarks that are not registered, can be quite tedious. While the USPTO only registers trademarks, it is up to the owner of the trademark to understand the application and registration process and to enforce the Trademark once registered, which is why it is imperative to hire a private trademark attorney with the knowledge and experience necessary to deal with the legalities pertaining to such marks.

Ted Bendelow of Bendelow Law Office, LLC has been providing general counsel, to include Intellectual Property Law, for over 38 years. He has represented a client that had 54 trademarks. Ted understands the complex nature of Trademark law and has the experience to handle the legal hurdles that can arise during the Trademark registration process. He proudly offers his legal expertise in Trademark law in Boulder, Denver, Longmont and surrounding areas. From the USPTO application process to protecting the rights of your registered Trademark, Ted Bendelow of Bendelow Law Office, LLC is a trusted, knowledgeable Trademark Attorney who is ready to work for you.

If you’re a business owner in Colorado and need a legal team to assist with a Trademark, contact the team at Bendelow Law Office, LLC.

50-50 AGREEMENTS

When two folks decide to do business together, they commonly agree that they are 50-50 partners, whether a partnership; a corporation or an LLC. That means they both must agree on decisions. That arrangement is fine so long as they agree on everything. It is a recipe for disaster if they don’t.

A 50-50 partnership requires 100% agreement. If partners don’t agree, the business is paralyzed and commonly the relationship is destroyed. The parties are left with some third party – a judge, an arbiter, effectively running the business, because the decision authority now rests with that third party, a party who can easily and unintentionally make bad decisions which can damage, if not destroy the business.

There are two solutions to this dilemma. First, give one-person decision-making authority. That is easily done by allocating ownership at lease 51-49. The hardest part of this approach is getting one of the people to accept the minority role.

A second approach is to provide a mediation/arbitration provision that either party can invoke. It does involve a third party, but the mediator has no authority and simply tries to get the parties to agree. The arbitrator is different, as he/she decides and their decision is generally final. The benefit of the mediation/arbitration approach is the parties get to select the Mediator/Arbitrator. There are procedures set out in the American Arbitration Association (AAA) rules for mediation and arbitration that are commonly followed.

One of the benefits of the mediation/arbitration process is that it has a great tendency to force the parties to reach agreements amongst themselves. The parties don’t want to effectively turn their business over to a stranger, who knows nothing about it.

A third option, we call the “nuclear option” is a “put or call” agreement, whereby one party offers to buy out the other party or sell to the other party, for a fixed priced. The other party must buy or sell for the fixed price.

So, the lesson from this: don’t enter a 50-50 agreement or create a structure to resolve disputes. Otherwise, you have turned your company over to some unknown party.

Longmont Attorney Ted Bendelow General Counsel

General Counsel.  I get asked all the time, what does that mean?  I describe it as a cross between traffic cop, family physician and paramedic.  I represented a major auto racing organization, with 50,000 members, for 25 years.  I have represented a motorcycle racing organization with 5,000 members for over 20 years, since its formation.  I represent a Korean high tech company in its US operations.  I have represented a variety of construction companies, small manufacturers, limited liability companies and sole proprietors.  In short, pretty much every type of entity.

What do I do?  You name it.  From contract to complex litigation.  From insurance coverage to trademarks (one client owned over 50 registered trademarks).  I have litigated cases in Florida, New York, Texas, Minnesota, California and Colorado.  I have handled negotiations that went on for days with some of the major figures in American industry.  I have been involved in deals in the beginning, in the middle when I took over from someone else or, too commonly, at the end when problems have arisen and there is panic in the air.  What do we do!?

But, that’s the fun and the challenge.  Identify the problem, find a solution.  Generally negotiations work but the variety of courts listed suggests, not always.  Sometimes the “traffic cop” requires finding a varieties of experts or attorney specialists and pointing them in the right direction; monitoring their efforts and their billings but hopefully not “herding cats”, though sometimes it feels like that.

What are the rights of a ditch company in maintaining a ditch?

The right to a ditch easement is recognized under the Colorado Constitution and statutory law. The Colorado Supreme Court has held a ditch easement includes the rights to “inspect, operate, maintain and repair the ditch” and the rights of ingress and egress over the burdened estate.

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A ditch easement can arise by condemnation, grant or prescription. When an easement arises by grant, one must look to the document creating the easement to establish the rights of the dominant and servient estates. If the document is silent regarding maintenance, the owner of the easement has the right to maintain it. When an easement arises by prescription, history plays a role in determining the dominant estate’s maintenance rights but is not dispositive.

Absent a writing setting forth the dimensions of the right of way, the easement extends to the bed of the ditch with sufficient ground on either side to operate the ditch properly, depending on the particular circumstances. As long as the owner of the ditch easement does not expand the easement, the owner can do “whatever is reasonably necessary” to maintain the ditch. The owner of the ditch easement may do whatever is reasonably necessary to permit “full use and enjoyment of the easement including the exercise of rights of ingress and egress for maintenance, operation, and repair.” It is not trespassing to enter land to maintain a ditch. But the owner of the easement cannot put a greater burden on the land than that which existed when the ditch was constructed or was reasonably necessary to operate it. At the same time courts have recognized the right to modernize the methods and tools of maintenance.

The owner of the burdened estate may also make certain uses of the easement as long as he or she does not “damage the ditch or unreasonably inhibit the benefited estate owner’s ability to maintain the ditch.”

Ditch companies not only have the right to maintain ditches, but also the duty. Willful interference with a company’s ditch or road easement is a misdemeanor and gives rise to damages and costs in the event of a suit.

Colorado courts have recognized particular ditch maintenance rights. The holder of the ditch easement may operate machinery and other appliances and may remove obstructions. The holder of the easement may travel on the access road and spray and burn weeds. It may use a dragline to remove weeds and vegetation to retain the normal grade and cross section of the ditch. It may clean ditches of silt.

Courts in other states also have recognized specific ditch maintenance rights. The Supreme Court of Montana found that installation of a culvert and bridge across a ditch by a property owner unreasonably interfered with the ditch company’s maintenance rights because it made bringing in a bulldozer difficult. The Supreme Court of Washington ordered a property owner to remove trees and sprinklers within 20 feet of a lateral centerline to allow the ditch company to safely bring in and operate backhoes, slopers, and mowers. The Supreme Court of Idaho held a ditch company could clean the ditch and put the dirt on the banks as long as the ditch wasn’t enlarged or deepened. An appellate court in New Mexico ordered a property owner to remove a fence that interfered with operation of a tractor and other ditch-cleaning equipment.

As the case law from Colorado and other jurisdictions shows, the right to do “whatever is reasonably necessary” should encompass all normal ditch maintenance. Ditch riders may drive along the ditch to open head gates and to monitor the ditch. If there is a problem with water flow, they may use equipment necessary to repair leaks or open blockages. The removal of weeds and other debris from the ditch should be considered reasonably necessary. Burning brush should be allowed. The ditch company is allowed to use heavy equipment as necessary but not to increase the historical burden on the land. The company is allowed to adjust flows and to maintain embankments. If a landowner sets up an obstacle or obstruction in the easement, such as a gate, bridge or trees, the question will be whether it unreasonably interferes with maintaining the ditch. A wise course is to investigate the circumstances before removing the obstacle. Whether extraordinary activities are allowed as part of maintenance will depend on the circumstances of the case and a balancing of the servient owner’s rights. In the Shrull case, cited above, the court approved blasting to open a ditch, but in that case there was a history of opening the ditch with explosives. Swampy land prevented the use of heavy equipment. If the land had been dry, the court might have required a different method for opening the ditch. Activities that are the standard in the industry will likely be found reasonable and necessary.

Conclusion

A ditch company may do whatever is reasonably necessary to maintain its ditch as long as it does not expand the burden on the servient owner’s estate. In considering activities of the servient estate owner that interfere with the ditch company’s maintenance rights, courts will weigh whether the interference is reasonable or unreasonable given the property owner’s right to a noncompeting use of the easement.

From: Ditch Company

To: Ditch Rider

Re: Right to Maintain the Ditch

As a ditch rider, you have the right to do whatever is reasonably necessary to inspect, operate, repair and maintain the ditch as long as you do not expand the ditch bed or the historical burden on the land. The ditch company’s right of way extends from the ditch bed to sufficient ground on either side of the ditch to operate the ditch properly. You have the right to drive along the ditch in the right of way to operate, inspect and monitor the ditch, to perform maintenance, and to repair the ditch. If necessary, you can bring in appliances and equipment, including heavy equipment. You can remove obstructions from the ditch and the right of way. However, if an obstruction, such as a gate, a tree, or a bridge, does not unreasonably interfere with your ability to access or maintain the ditch, it should not be removed. If you believe it does interfere, you should consult with the company before removing it. You may clean ditches of silt. You can remove weeds (by spraying or burning) and other vegetation and debris from the ditch. If there is a problem with water flow you may do whatever is reasonably necessary to plug leaks or open blockages. The company and you have the right and obligation to maintain the ditch including the embankments. If you are uncertain whether certain actions are permissible, always check with the ditch company.