Business & Business-Related Areas of Practice

Business Entities — Bismarck, ND — Larson Latham Huettl LLP
Commercial Meeting — Bismarck, ND — Larson Latham Huettl LLP
Signing Contract — Bismarck, ND — Larson Latham Huettl LLP
Creditor — Bismarck, ND — Larson Latham Huettl LLP
Hand Shaking — Bismarck, ND — Larson Latham Huettl LLP
Agriculture Field — Bismarck, ND — Larson Latham Huettl LLP
Oil Pump — Bismarck, ND — Larson Latham Huettl LLP
Real Estate House — Bismarck, ND — Larson Latham Huettl LLP
Real Property House — Bismarck, ND — Larson Latham Huettl LLP

Business Entities and Formation

Larson Latham Huettl can help you pick the proper type of organization to meet your needs and help you every step of the way as your business grows. Working closely with the client's accountant, our firm believes your entity should accurately reflect your operational intent, as well as leveraging the tax ramifications of the chosen form of organization.

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    Larson Latham Huettl can help you pick the proper type of organization to meet your needs and help you every step of the way as your business grows. Working closely with the client's accountant, our firm believes your entity should accurately reflect your operational intent, as well as leveraging the tax ramifications of the chosen form of organization. 

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    In addition to the tax advantages of establishing a particular entity, your choice of entity will also be structured to provide you and your business with the necessary liability protections. To put it another way, the entity will provide you with the ability to protect your hard-earned individual assets from your business’s creditors and other liabilities. 


    Whether a small, family-owned business or a corporation, Larson Latham Huettl has represented and advised a number of clients in a wide variety of transactions including:


    Debtor/Creditor Relations

    • Debt Instruments (Promissory Notes, Security Agreements, Loan Agreements)
    • Debt Restructuring
    • UCC Documentation, Filing and Compliance

    Entity Formation

    • Partnerships
    • Joint Ventures
    • Limited Liability Companies (LLC)
    • “S” and “C” Corporations
    • Limited Liability Partnerships (LLP)
    • Limited Liability Limited Partnerships (LLLP)
    • Limited Partnerships (LP)
    • Non-Profits

    Business Planning

    • Employment Agreements
    • Shareholder, Partnership, Owner, and other Corporate Agreements
    • Intellectual Property Protection
    • Liability Insulation
    • Maintenance of Legal Status
    • Stock Options, ESOP, and other Benefits Plans
    • Restructuring/Reorganization
    • Mergers and Acquisitions
    • Leveraged Buyouts and Recapitalizations

    Tax Planning

    • State and Federal Filing Compliance
    • Achieving and Maintaining Non-Profit Status

    Disputes

    • Shareholder Disputes
    • Partner Disputes
    • Owner Disputes

    Securities Compliance

    • Registration
    • Public and Private Offerings

    We can assist you with choosing and establishing the best entity to meet your goals and objectives and, thereafter, providing annual and other periodic services, including meeting minute drafting, preparation and filing of annual reports, and registered agent services. In other words, we will assist you in establishing the best entity and as little or as much thereafter as you desire.

Commercial Law

Commercial Law is a broad category which encompasses many areas of law relating to the transaction of business. Central among this broad category are the laws relating to sales, banking and lending, financing and secured transactions, consumer protection, and antitrust.

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    The term commerce generally refers to the trading of economic value between two or more parties. This includes trading between suppliers, producers, wholesalers, retailers, and consumers. A written contract is generally necessary to define the rights and duties of the parties, but oftentimes the parties enter into oral contracts. Although some commercial contracts are very simple, such as a receipt, some are quite sophisticated. 


    Problems can occur during the contract drafting stage, the execution stage, and the enforcement stage of any commercial arrangement or transaction. The parties may have trouble agreeing on key terms. Suppliers or producers may fail to meet their deadlines. Borrowers may default on their loans. Large businesses may use oppressive tactics against consumers. When these problems occur, an aggrieved party must seek legal counsel who will aggressively and intelligently represent their interests. 


    Larson Latham Huettl has a well-established commercial law practice and regardless of the issue that arises we can help. Our expertise has proven beneficial for recently established businesses seeking to grow operations, as well as established businesses seeking to streamline their operations. We can help structure and enforce financial arrangements. We can also help if you are a business or consumer who has been victimized by improper business practices. Whatever your commercial law matter may be, we can help.

Contracts

Normally, when people think of the word “contract,” they sit up a little straighter in their chair, pull out their reading glasses, and get their favorite pen ready to sign on a dotted line. However, there is much more to the world of contract law than the stereotypical document “signed by the parties thereto.”

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    Every day across the globe people are constantly entering into contracts of various forms. People can enter into contracts without any thought, just as they do in brushing their teeth, bathing, or eating. Contracts can be formed through a simple telephone call, an exchange of letters or e-mails, filling a shipping order, or simply agreeing with someone that “if you do this, I’ll do that.”


    The law of contracts historically was controlled by common law, or “judge-made” law. However, over time, many common law principles, along with other concepts and controls, have been codified in statutes to provide consistency. The most shining example of this is the Uniform Commercial Code. Today, contract law is a hybrid of common and statutory law.


    In the simplest sense, a contract is a legally enforceable promise to do something in exchange for something – I promise to pay you $25 to mow my lawn and you agree to mow my lawn for $25. In the legal world, there are three basic elements at play in a contract: offer, acceptance, and consideration. In the example above, the offer is my promise to pay you $25 to mow my lawn; the acceptance would be your agreeing to mow my lawn for $25; and the consideration is in the form of my $25 and your providing the benefit of your mowing prowess.


    Many contracts are not required to be in writing, but to do so is taking on a huge risk. Oral contracts are a Petri dish for confusion and mischief. If something goes wrong, the situation often becomes a game of “he said, she said,” requiring the court to consider all parties’ testimony and their actual performance to determine the bounds and duties of the contractual relationship. Thus, while not all contracts are required to be in writing, it is advisable to do so in order to avoid any disputes down the road. Also, there are some particular kinds of contracts that are required to be in writing to satisfy the “statute of frauds” (sale of land, guaranty contracts, contracts which cannot be completed within one year’s time, sale of goods over $500, etc.).


    Our attorneys have years of experience in the drafting, negotiation, and interpretation of contracts. We can help you put your agreement in writing so that your intent is clear and easy to understand by both laypersons and lawyers. Or, if you’re having trouble enforcing or deciphering an agreement, we can put our skills and knowledge to work for you in making sure your rights are protected.

Debtor-Creditor Relationship

Larson Latham Huettl can help you pick the proper type of organization to meet your needs and help you every step of the way as your business grows. Working closely with the client's accountant, our firm believes your entity should accurately reflect your operational intent, as well as leveraging the tax ramifications of the chosen form of organization.

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    When a person is in the process of obtaining a loan, the person asking for the money is generally referred to as the “borrower,” while the bank, credit union, or other person or entity with the money is known as the “lender.” However, once the borrower signs on the dotted line, they become a “debtor,” owing the “creditor” the amount they borrowed and, usually, interest – the debt.


    There are two types of debt a person can owe – secured and unsecured. Secured debts are generally governed by the Uniform Commercial Code, which is found in state statutory law. In order for a debt to be “secured,” a borrower must pledge “collateral,” when they take out the loan. The collateral operates to secure the debt so that, if the borrower fails to repay the debt owed, the lender can take possession of and title to the pledged collateral and use its value to offset the loss from the unpaid loan. The act of securing the debt is generally performed by the borrower and lender entering into a security agreement, which is often done at the same time the borrower signs the promissory note on the loan. Once the security agreement is executed and in place, the lender has a “security interest” in the collateral. However, the lender generally has to file a “financing statement” or take some other action in order to “perfect” their security interest, which gives them a preferential right to the collateral, should it be used as collateral for another loan. The most common types of secured debts are mortgages and vehicle loans.


    Unsecured debts are also governed, to some extent, by statutory law. In an unsecured debt situation, the lender or creditor does not have a right to any specific collateral, so if the debtor defaults, or doesn’t pay on the loan, the creditor is forced to use other means to offset the loss of the unpaid loan. This often is accomplished through the creditor obtaining a judgment against the debtor for the unpaid amount and then “executing” on the judgment, using various tools available to satisfy the debt, such as garnishing the debtor’s wages or filing a lien against the debtor’s real estate or other assets. The most common types of unsecured debt are credit cards and student loans.


    The difference between secured and unsecured debt has its greatest importance when a debtor, realizing they cannot pay all their debts, files a petition for bankruptcy, which is a process governed by federal law in the federal court system. Bankruptcy does not always have to be the only option for a debtor, and foreclosure doesn’t always have to be the only option for a creditor. 


    Our firm has represented creditors and debtors in a wide variety of debt situations, a number of which have been resolved without extensive and expensive litigation. If you’re a debtor or a creditor facing a problem with a particular debt or multiple debts, our staff and attorneys are here to assist you in finding a satisfactory resolution to your problem.

Legislative and Government Relations

We live in an age of statutes. The vast majority of laws we deal with in our everyday lives, whether they’re called rules, regulations, statutes, or ordinances, are written by our elected representatives in government, whether they serve in Congress, the Legislative Assembly, County Commission, or City Council.

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    Legislative and Government Relations, more commonly known as “lobbying,” is an art as old as government itself. The stereotype of a lobbyist is often humorous and reflects the public’s general misunderstanding of government relations – a portly, cigar-smoking man, clad in a top hat or fedora, who wines and dines lawmakers, taking them for rides in his private jet, all while slipping money into their pockets.


    Section 54-05.1-01 of the North Dakota Century Code defines a lobbyist as “any person who, in any manner whatsoever, directly or indirectly, performs any of the following activities:


    Attempts to secure the passage, amendment, or defeat of any legislation by the legislative assembly or the approval or veto of any legislation by the governor of the state.


    Attempts to influence decisions made by the legislative council or by an interim committee of the legislative council.”


    However, lobbying involves much more than the persuasion of legislators. Lobbying involves intense research and analysis of legislation or regulatory proposals; monitoring and reporting on developments in particular areas of public policy; attending committee or regulatory hearings; working with coalitions interested in the same issues; and educating legislators, government officials, and employees and corporate officers in regard to the implications of proposed changes to statutory law. What comes to mind for most people when they hear “lobbying” – communicating with legislators and other government officials – actually reflects the smallest portion of a lobbyist’s work for their client. Most of a lobbyist’s efforts are devoted to the other aspects of the legislative process, generally consisting of preparation, information, and communication.


    Lobbying is simply advocating a point of view – either by groups or on an individual basis. “Special interests” are merely groups expressing their respective viewpoints, whether they’re public and private colleges and universities, religious organizations, charities, professional organizations, business groups, the local PTA, or an environmental group. Lobbying is also a legitimate and necessary part of our democracy. Government decisions affect both people and organizations, and information must be provided so that informed decisions can be made. Legislators and government officials need input from a broad group of interested parties to make a fair and informed decision.


    Our attorneys and staff have the experience, connections, and capabilities to best represent your interests from the capitol to the city commission.

Agriculture Law 

Agricultural law not only deals with crops and livestock, but also with land use, environmental rules, government programs, and the use of food products. With the increasing sophistication of farming, ranching, and agribusiness, issues often arise in a multitude of subject matter areas and different legal arenas. Agricultural law is truly a multidisciplinary area and those seeking legal representation may benefit from Larson Latham Huettl’s expertise in more than one of the following areas:

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    • General Business
    • General Business Consulting Incorporation
    • LLC's 
    • Partnerships
    • Estate and Succession Planning
    • Contracts and Agreements 
    • Ag Finance - Lending / Borrowing / Leasing Land Transactions
    • Leases / Acquisitions Intellectual Property
    • Licensing Creditors' Rights Mergers and Acquisitions 
    • Cattle Marketing / Packers & Stockers 
    • Act Tax 
    • Law/Entity (LLC, Corporate, Partnership) 
    • Income Estate Farm Program Payments
    • Government Programs and Regulations
    • Conservation Reserve Program (CRP)
    • Deficiency Payments
    • Disaster Payments
    • Production, Safety, and Market Regulations
    • Crop Insurance
    • Environmental and Natural Resources
    • Water Law 
    • Water Rights
    • Mineral Rights
    • Wind Energy Rights, Leasing, and Easements
    • Pollution Compliance & Litigation
    • Litigation
    • Landowner and Business Disputes
    • Pesticide Spray 
    • Drift Seed Disputes
    • Product Liability 
    • Genetically Modified Organisms (GMO) 
    • Contract Disputes 
    • Nuisance Disputes 

    For more detailed information about our Agricultural law practice and how we are suited to serve your needs, please do not hesitate to contact us at Larson Latham Huettl LLP.

Oil & Gas Law

Oil and gas law is a specialized area of real estate law concerning the title, ownership, use, exploration, exploitation, and development of the mineral estate. North Dakota is considered an ownership in place state, which means the surface estate (ownership of the surface) is separate and distinct from the mineral estate (ownership of the minerals beneath the surface) as though they concern two completely different parcels of land. The mineral estate concerns the ownership of the various substances beneath the surface, or minerals, the most common of which are coal, oil, and gas and is created when the mineral estate is severed from the surface estate, usually through a reservation in a patent or deed.

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    The focus of our oil and gas practice naturally centers on ownership of the mineral estate. Our attorneys have extensive experience representing landowners and mineral title holders regarding the various matters that arise regarding their interests in the mineral estate, particularly those related to title issues concerning ownership determination and preservation, lease review and negotiations, litigation, and estate planning.


    Mineral Title


    The foundation of every oil and gas matter is the title, or recorded ownership of a portion of the mineral estate which is usually referred to as an interest. Mineral ownership is broken down into three classifications, or interests: the general mineral interest, royalty interests, and leasehold interests.


    The mineral interest is the basic form of mineral ownership. One who owns a mineral interest has a right to sell all or part of his interest, explore and develop the minerals, execute leases to others to secure the exploration and development of his minerals, and the right to share in production. This is the most common form of interest which derives directly from the severance of the mineral estate from the surface estate. Absent some express provision to the contrary, the owner of the mineral interest has the exclusive right to lease, explore, and develop the minerals in the land, even if there is an outstanding royalty interest. A royalty interest holder has no power or right to lease, explore, or develop. Thus, it is important to research the history of ownership of the mineral estate by reviewing the chain of title to determine what type of interest you may own.


    A thorough title examination is the first step in preserving, using, and enforcing your rights of ownership in the mineral estate. Our attorneys have experience in assisting clients in determining their ownership of any share of the mineral estate by carefully reviewing the chain of title to determine whether there are or may have been any defects in past deeds or lapses in the use of their or their predecessor in interest’s mineral interests. If you believe you have a mineral interest in property in North Dakota, our attorneys and staff are here to help you determine and preserve whatever interests you may have.


    Lease Review & Negotiation


    Since most mineral interest holders do not have the means to explore and develop the coal, oil, and gas they own beneath the surface, they often lease their interest to companies in the business of developing these valuable natural resources. Mineral leases often last for multiple years. The most common oil and gas lease in North Dakota will last for three to five years; however, some leases may have a term of up to ten years.


    In return for signing the lease, the companies will pay the mineral owner a “bonus” for signing the lease along with a “royalty,” or a portion of the profits from production which is set in the terms of the lease. The royalty is almost always represented in fractional terms and is usually somewhere between 1/8 and 3/16. Often the amount of the bonus will determine the royalty. However, mineral owners need to be cautious in executing a lease and should take steps to be sure they’re getting a fair market value for their lease.


    A mineral lease is a contract between the mineral interest owner and the company seeking to develop the minerals. Usually, the company will seek out the mineral interest owner (the lessor) through their own representative or an independent contractor, both of whom are commonly referred to as a “landman” to lease the land and will have prepared a “standard” lease they will ask the mineral interest owner to sign. Despite the landman’s typical characterization of the lease being simple and straightforward, oil and gas leases are very technical and concern multiple aspects of the development process.


    Mineral owners should be aware and take caution because these leases have been written by and are drafted to the advantage of the company, not the mineral owner. There is no such thing as a truly standard agreement or what is referred to as the “Producer’s 88.” All leases, just like any other contract, are negotiable, and mineral owners have definite rights and interests to protect in their formation.


    Our attorneys have extensive experience in reviewing and advising clients regarding the terms of oil and gas leases and have experience in negotiating with the companies to achieve a lease that is fair and reasonable. If you have been approached by a landman with a lease, be sure to protect your ownership rights and secure a fair lease. Our attorneys and staff are here to assist you in making sure you’re getting the best possible deal on your lease.


    Surface Owner Contract Review & Negotiation


    While mineral owners have the right to explore and develop their minerals, surface owners are also impacted by leases and have rights to protect. Surface owners often need to consider the impact mineral exploration will have on the surface estate – the ground they farm, ranch, hunt, or live on. Surface owners need to understand how leases will affect their property and their ability to use their property.


    Our attorneys are well versed in contract drafting and negotiation. If you are a landowner and a company has approached you regarding a surface damages contract, be sure to protect your ownership rights and secure a fair agreement that will represent all parties’ interests. Our attorneys and staff are here to assist you to make sure you are treated fairly and are reasonably compensated for the loss of your use of your property.


    Litigation


    On occasion, disputes will arise regarding mineral ownership, dormancy of the mineral estate, payments on leases, or destruction of property as a result of increased activity in oil country. People discover they own minerals they never even knew about and some may have allowed their interests to go unused for too long (in which case the mineral estate can revert, or be awarded to the surface owner). Sometimes, when the price of oil drops, the company that was so anxious to get you to sign that lease becomes a little less anxious or outright forgets to send you a check to pay for their lease. And, on occasion, accidents will happen, and property will be damaged beyond the extent everyone bargained for.


    Our attorneys are experienced in representing clients involving these complex issues. If you have concerns regarding your claim to the mineral estate, or are being sued over your claim, protect your rights, and contact us. We are here to help preserve and enforce your ownership interests.


    Estate Planning


    One of the positives of mineral ownership is the income one can attain from a mineral lease, especially when the price of oil is high. However, as we all know, without proper planning and budgeting, money can often be spent as fast as it comes in. It can also change the amount of taxes the government will want to collect from you.


    Our attorneys are experienced and well versed in estate planning and taxation. We can help you preserve your newfound wealth for your children, grandchildren, and great-grandchildren. Please contact us to find out what we can do to assist you in preparing for your and your family’s future.

Real Estate

There are many different aspects to real estate law, the most common of which is the sale of land or a home. However, there are several other issues that pertain to real estate, such as surface and mineral leasing, mortgage financing, foreclosure and workouts, development and construction, eminent domain and condemnation, marketable title disputes, environmental issues, partition and quiet title actions, mechanic’s liens, drainage issues, and landlord tenant disputes.

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    Our attorneys have extensive experience and can assist you in all aspects of the purchase and sale of real estate, from early negotiations through the closing. We perform a number of services for our clients and provide advice in all aspects of the transaction including the review and drafting of sale agreements and closing statements, issuing title opinions, title insurance, and conducting the actual closing. Where possible, we look to assist our clients in structuring tax-deferred exchanges as well.


    In the area of leasing, we’ve represented both landlords and tenants on numerous occasions in a wide range of industrial, retail, office and residential leasing issues. Our attorneys also regularly counsel clients in regard to mineral reservations and leases. We are also sought out to review mortgage and loan documents and assist with loan closings. In addition, Larson Latham Huettl is authorized to conduct closings on behalf of the United States Department of Agriculture’s Farm Service Agency (FSA).


    Our attorneys also have a great deal of experience in assisting and advising clients in land development ventures. We have advised numerous clients on issues related to land use planning, government approvals processes, construction contract review, negotiation, and drafting, as well as drafting restrictive covenants for large real estate developments in addition to condominium and townhome organization documents. We have also assisted contractors in contract enforcement, including mechanic’s liens.


    Our attorneys also have represented both lenders and borrowers in foreclosure actions. Where possible, we work to help negotiate and restructure financing to avoid the painful and costly matters associated with foreclosure.

Real Property Law

All land, structures, firmly attached and integrated equipment (such as light fixtures or a well pump), anything growing on the land, and all "interests" in the property which may be the right to future ownership (remainder), right to occupy for a period of time (tenancy or life estate) the right to drill for oil, the right to get the property back (a reversion) if it is no longer used for its current purpose (such as use for a hospital, school or city hall), use of airspace (condominium) or an easement across another's property. 


Real property should be thought of as a group of rights like a bundle of sticks which can be divided. It is distinguished from the other type of property, personal property, which is made up of movable items. 2) one of the principal areas of law like contracts, negligence, probate, family law and criminal law.