24 entries|16 concepts|8 specifics|2 flagged for review
ConceptLLC dissolution — member wind-up steps
Members approve dissolution by the vote the operating agreement requires, then the manager files the Affidavit to Dissolve with the Louisiana Secretary of State, winds up affairs, settles creditors, and distributes remaining assets per the agreement's waterfall before the entity is terminated. Keep the tax-clearance letter in the file before final distribution.
ConceptTenant-side NNN lease — our standard positions
Cap controllable CAM increases at 4%/yr; carve out capital repairs to roof, foundation, and structure as landlord's cost; require an SNDA from any lender; and add a self-help right to cure landlord defaults and offset against rent. Push back on any personal guaranty beyond the first two years.
ConceptADEA age claims — causation standard⚠ Verify
Note reads "age cases use the same mixed-motive test as Title VII." Flagged: this conflicts with the but-for standard in Gross (see Case Law). Reclassify or correct before relying on it.
SpecificGas-station lease — environmental indemnity
"Tenant shall indemnify, defend, and hold Landlord harmless from any Environmental Claim arising from Tenant's storage, sale, or dispensing of petroleum products on the Premises, including the cost of remediation to the standards of the Louisiana Department of Environmental Quality, which obligation shall survive the expiration or earlier termination of this Lease."
SpecificRegistered agent — firm's standard designation⚠ Verify
"The initial registered agent of the Company is [AGENT NAME], whose registered office address is [ADDRESS], Louisiana. The registered agent may be changed at any time by filing the appropriate notice with the Secretary of State."
SpecificContact — SoS Commercial Division
Louisiana Secretary of State, Commercial Division — expedited filings desk, (225) 925-4704. Ask for the same-day counter service before 2:00 p.m.; walk-through fee is $50 per document.
5 forms|3 clean & reusable|2 drafts awaiting review
| Form | Type | Fields | Status | Uploaded | |
|---|
| Operating Agreement — single-member LLC | docx | 14 | Clean | A. Morgan · Apr 12 | ReviewDownload |
| Articles of Organization (Louisiana) | docx | 9 | Clean | M. Kelley · Apr 09 | ReviewDownload |
| Independent Contractor Agreement | docx | 8 | Clean | A. Morgan · Mar 28 | ReviewDownload |
| Commercial Lease — retail NNN | docx | 22 | Draft ⚠ | J. Reyes · May 02 | ReviewDownload |
| Secured Promissory Note | docx | 11 | Draft ⚠ | J. Reyes · May 06 | ReviewDownload |
Forms are added with @claude form — the client, members, dates, and addresses are replaced with [PLACEHOLDER] fields on upload. Drafts need a human to verify the field map, then Mark clean. The original file is never stored.
7 decisions|cite · appeals court · summary|4 with a Westlaw summary on file
Gross v. FBL Financial Services, Inc.U.S.
557 U.S. 167 (2009) · 129 S. Ct. 2343
An ADEA plaintiff must prove that age was the but-for cause of the adverse employment action; the Title VII mixed-motive burden-shifting framework does not apply to age-discrimination claims.
McDonnell Douglas Corp. v. GreenU.S.
411 U.S. 792 (1973)
Establishes the burden-shifting framework for circumstantial discrimination claims: plaintiff's prima facie case, employer's legitimate non-discriminatory reason, then plaintiff's showing of pretext.
Caldwell v. St. Charles Gaming Co.La. Sup. Ct.
2019-01238 (La. 1/29/20) · 347 So. 3d 562
Clarifies the Louisiana test for whether a worker is a covered employee under the LHWCA versus state law — turns on the vessel's status in navigation, not the job title.
Shreveport Plaza, LLC v. Dollar Tree StoresLa. App. 2 Cir.
55,102 (La. App. 2 Cir. 6/28/23)
A commercial co-tenancy clause is enforceable and not an unlawful penalty where reduced rent is tied to a measurable drop in anchor-tenant occupancy. Cited in our retail-NNN redlines.