Author: rober269_wp

The stock performance of Amazon stock is nothing less than amazing.   From a price of under $2 in 1997, the stock is now valued at $1,339.60.

However the road to this price was not always up.  In March of 1999, Amazon’s stock price was in the $80 range.  In November of 2008, the stock sold in the $50 range.

The stock price has really exploded since 2010.    What is amazing is the price gain.   Amazon stock now sells for over 200 times earnings (p/e ratio).

One of two things have to happen with Amazon stock – either the stock price has to drop, to get to a normal price earnings ratio, or there needs to be a rapid increase in net income, so that the price earnings ratio reaches a sane level.  Interestingly, in 2008, amazons p/e ratio was 34.8.  If Amazon’s stock goes back down to a p/e of 40, the stock’s value is $328.

I use Amazon and like Amazon.  However, everyone already knows about Amazon, so it is difficult to see how Amazon can increase its customer base.   I don’t know anyone who has told me that they are going to increase his or her purchases from Amazon (so that revenue at Amazon will increase sharply).

Mr. Bezos may know this.   In August of 2016, Mr. Bezos sold a large number of Amazon shares, apparently to diversity his own portfolio.

Many companies who cannot grow internally, try to grow by buying other companies.   In 2017, Amazon purchased Whole Foods.   This places it in direct competition with Walmart.

Recently, there is talk that Amazon will be offering a delivery service to business, in competition with UPS, FedEx and USPS.   Peter Lynch had a word for this – diworsification, expanding into areas which a business has no expertise.

Watch out for a big drop in Amazon stock.    Even if there is a reduction in big box stores, such as Macys, there is no guarantee that Amazon will get all of the lost business from big retail.

 

If you have lost money from investing, and need assistance with securities arbitration, please feel free to contact

Attorney Robert M. Singer

2572 Whitney Avenue, Hamden, CT 06518

203-248-8278

rsingerct@yahoo.com

 

 

 

 

General Statutes § 17b–265 (a),1 provides in relevant part that the

Department of Social Services (department) “shall be subrogated to any

right of recovery ․ that an applicant or recipient of medical assistance ․ has

against an insurer or other legally liable third party ․ that is ․ legally

responsible for payment of a claim for a health care item or service,”

authorizes the department or its designated assignee to seek

reimbursement from a Medicaid recipient for medical costs that the

recipient has recovered from a liable third party.

 

The department has the right to be subrogated to any right of recovery that

the Medicaid [recipient] may have against a third party. Relying on § 17b-

265 (b), which provides that the department may assign its right to

subrogation to a designee or health care provider participating in the

Medicaid program, the court concluded that the department properly

assigned its statutory rights to [Health Net]. § 17b–265 permitted [Health

Net/assignee] to bring an action against the plaintiffs (Medicaid recipient)

to recover its collateral source payments. Rathbun v. Health Net of the

Northeast, Inc., 304 Conn. 905, 38 A.3d 1201 (2012)

 

Under Connecticut law, [Health Net], as the assignee of the department,

was not required to bring a separate action against [a third-party]

tortfeasor to recover the medical expenses expended on behalf of the

Medicaid [recipient]. Further, the court found that [Health Net’s right to]

reimbursement was limited to the amount of Medicaid funds expended by

[Health Net] and identified as part of any settlement or judgment.”

(Footnote altered.) Rathbun v. Health Net of the Northeast, Inc., supra, 133

Conn. App. at 204-207, 35 A.3d 320.

 

If you have any questions concerning state subrogation rights, regarding a personal injury claim, please feel free to contact

Attorney Robert M. Singer

2572 Whitney Avenue

Hamden, CT  06518

203-248-8278

rsingerct@yahoo.com

 

Under Connecticut law, there is “[t]he equitable right to cancel or offset mutual debts or cross demands, commonly used by a bank in reducing a customer’s checking or other deposit account in satisfaction of a debt the customer owes the bank.”  (Emphasis added.)   Black’s Law Dictionary (6th Ed.1990) p. 1372;  see Normand Josef Enterprises, Inc. v. Connecticut National Bank, 230 Conn. 486, 494, 646 A.2d 1289 (1994).

The most common situation is where a customer owes money on a credit card and the customer also has a checking account.  The bank can offset the funds in the checking account against the credit card balance.

 

Bankruptcy Code Section 553

(a)Except as otherwise provided in this section and in sections 362 and 363 of this title, this title does not affect any right of a creditor to offset a mutual debt owing by such creditor to the debtor that arose before the commencement of the case under this title against a claim of such creditor against the debtor that arose before the commencement of the case, except to the extent that—
(1)the claim of such creditor against the debtor is disallowed;
(2)such claim was transferred, by an entity other than the debtor, to such creditor—
(A)after the commencement of the case; or
(B)
(i)after 90 days before the date of the filing of the petition; and
(ii)while the debtor was insolvent (except for a setoff of a kind described in section 362(b)(6), 362(b)(7), 362(b)(17), 362(b)(27), 555, 556, 559, 560, or 561); or
(3)the debt owed to the debtor by such creditor was incurred by such creditor—
(A)after 90 days before the date of the filing of the petition;
(B)while the debtor was insolvent; and
(C)for the purpose of obtaining a right of setoff against the debtor (except for a setoff of a kind described in section 362(b)(6), 362(b)(7), 362(b)(17), 362(b)(27), 555, 556, 559, 560, or 561).
(b)
(1)Except with respect to a setoff of a kind described in section 362(b)(6), 362(b)(7), 362(b)(17), 362(b)(27), 555, 556, 559, 560, 561, 365(h), 546(h), or 365(i)(2) of this title, if a creditor offsets a mutual debt owing to the debtor against a claim against the debtor on or within 90 days before the date of the filing of the petition, then the trustee may recover from such creditor the amount so offset to the extent that any insufficiency on the date of such setoff is less than the insufficiency on the later of—
(A)90 days before the date of the filing of the petition; and
(B)the first date during the 90 days immediately preceding the date of the filing of the petition on which there is an insufficiency.
(2)In this subsection, “insufficiency” means amount, if any, by which a claim against the debtor exceeds a mutual debt owing to the debtor by the holder of such claim.
(c)For the purposes of this section, the debtor is presumed to have been insolvent on and during the 90 days immediately preceding the date of the filing of the petition.

 

In the first instance, a bankruptcy court will look to state law to determine if a Bank can offset a debt of a customer against another account of the customer in the same bank.

However, Regulation Z limits the right of a bank to offset accounts, on consumer credit card payments.

 

12 C.F.R. 226.12

(d)Offsets by card issuer prohibited.
(1) A card issuer may not take any action, either before or after termination of credit card privileges, to offset a cardholder’s indebtedness arising from a consumer credit transaction under the relevant credit card plan against funds of the cardholder held on deposit with the card issuer.
(2) This paragraph does not alter or affect the right of a card issuer acting under state or federal law to do any of the following with regard to funds of a cardholder held on deposit with the card issuer if the same procedure is constitutionally available to creditors generally: Obtain or enforce a consensual security interest in the funds; attach or otherwise levy upon the funds; or obtain or enforce a court order relating to the funds.
(3) This paragraph does not prohibit a plan, if authorized in writing by the cardholder, under which the card issuer may periodically deduct all or part of the cardholder’s credit card debt from a deposit account held with the card issuer (subject to the limitations in § 226.13(d)(1)(related to billing errors)

Paragraph 3 provides for automatic withdrawals, not setoffs, if authorized in writing

For property taxes, a city or town has 15 years from the date a bill is due, to collect on a property tax bill.

The law can be found at Connecticut General Statutes 12-164 reproduced below

(a) No payment of taxes shall be enforced by any collector or other proper officer against any person, persons or corporation against which they are respectively levied except within fifteen years after the due date of the tax. The provisions of this section shall be retroactive. The fifteen-year limitation shall not apply to improvement liens except those which have been released of record prior to July 18, 1945. Collectors shall compute interest on improvement liens for a period of not more than fifteen years, and at a rate, after July 18, 1945, and retroactively, not exceeding twelve per cent per annum, any provision of any special act to the contrary notwithstanding. The term “improvement lien” as used herein includes municipal liens for repairs and services.

 

Unfortunately,  on occasion,  a tax bill is assessed on October 1, and sent out for July 1 of the following year.   When the tax bill is sent out, the taxpayer has moved without leaving a forwarding address.   I have seen situations where a municipality contacts a taxpayer for a bill which is over 10 years old, but still due and owing.

What is particularly difficult about these situations is that there is an interest rate of 18%, per year, on unpaid property taxes.  In addition, most of these bills relate to property taxes on motor vehicles which a taxpayer no longer owns.

If you have any questions, please feel free to contact

Attorney Robert M. Singer

2572 Whitney Avenue

Hamden, Connecticut 06518

203-248-8278

rsingerct@yahoo.com

 

 

“Liquidated damages” is an amount of money agreed upon by both parties to a contract that one will pay to the other upon breaching (breaking or backing out of) the contract.

The amount is “liquidated” because it is a fixed amount, which is determined at the time that the contract is formed.

 

Connecticut General Statutes 42-150u – Enforceability of liquidated damages provision in consumer contracts

(a) No provision in a written contract for the purchase or lease of goods or services primarily for personal, family or household purposes that provides for the payment of liquidated damages in the event of a breach of the contract shall be enforceable unless (1) the contract contains a statement in boldface type at least twelve points in size immediately following such liquidated damages provision stating “I ACKNOWLEDGE THAT THIS CONTRACT CONTAINS A LIQUIDATED DAMAGES PROVISION”, and (2) the person against whom such provision is to be enforced signs such person’s name or writes such person’s initials next to such statement. Nothing in this section shall validate a clause that is a penalty clause or is otherwise invalid under the law of this state.

 

Several items to note

The contract must be in writing

The contract but be for “personal, family or household purposes.”  This is a consumer contract.

The contract must have in boldface, at least twelve point in size, the appropriate provision.    The statute provides language which needs to be followed to have the liquidated damage provision enforceable

The party who breaches the contract must sign or initial next to the provision.

 

A party who breeches a contract can always argue that the liquidated damage provision is a penalty which should not be enforced.  Typically, this occurs when the damage clause provides for a damage amount which is clearly far in excess of any damages which may occur from the breech.

PA 16-97 provided below limits a creditor’s right to collect against an LLC member, by way of a “charging order.” The law is effective July 1, 2017. The statute is codified at Connecticut General Statutes 34-259b.

Charging Order (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Subject to subsection (e) of this section, a charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. To the extent that the transferable interest of the judgment debtor is so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such transferable interest.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) make all other orders necessary to give effect to the charging order.
(c) The member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(d) A limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(e) The entry of a charging order is the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor’s transferable interest. With respect to the judgment debtor’s transferable interest, attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has one member or more than one member.
(f) Sections 1 to 102, inclusive, of this act do not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee.

Most new businesses are incorporated as L.L.C.s. Therefore, assuming there is a judgment against an L.L.C. member, the membership interest cannot be sold to satisfy an outstanding judgment. The “exclusive remedy” is a charging order.

The statute applies to a debt of a member individually, not to a debt of the LLC as a separate legal entity.

The charging order rules apply even if there is a single member LLC.

Assuming the LLC fails to pay over any distributions, a creditor can ask for a further order of the court. This may take the form of a receiver, or a “Turnover Order.” Creditors need to be allowed to examine an officer, and records, of the LLC, to ensure proper compliance with a charging order.

With the changes in Connecticut law, business owners will have further motivation to establish an LLC as an asset protection tool.

If you have any questions, please feel free to contact Attorney Robert Singer

2572 Whitney Avenue

Hamden, Connecticut, 06518

203-248-8278

rsingerct@yahoo.com

 

 

According to the Center for Disease Control and Prevention, approximately 10 people die each day from unintentional drowning.   Half of the drowning victims are children under the age of 15.

There are several factors which affect the rate of drowning

1. An inability to swim is one of the most significant factors in causing drowning accidents.
2. Barriers help prevent accidental drowning.   Children need to be proper supervised around swimming areas.   Any pool must have appropriate fencing.
3. The location can determine if there is a drowning risk.   For example, young children are more likely to drown in a pool.   Also, other people are at greater risk of drowning in a natural water environment, such as lake or river.
4. Life jackets save lives.   Make sure that you and your children use the right type and size of life jacket.

The US Coast Guard reported that 88% of victims of drowning were not wearing life jackets (in 2010).

5.   Avoid alcohol when out on the water.   Alcohol increases the risk of drowning, for many reasons, including reducing a person’s ability to swim to safety.

6.   Anyone with a seizure disorder is at increased risk for drowning.   The bathtub is the site for the highest risk of drowning.

Attorney Singer hopes that you and your family have a safe time around any water areas, including pools, lakes and rivers.

If anyone you know has been injured in a drowning accident, please feel free to contact Attorney Singer.

 

Robert M. Singer, Attorney at Law

2572 Whitney Avenue

Hamden, CT  06518

203-248-8278

rsingerct@yahoo.com

   Serving all of Connecticut

 

 

In Connecticut, the statute of limitations for Promissory Notes can be

found in Connecticut General Statutes 42a-3-118. Also,   the statute

applies to Promissory Notes associated with mortgages.

 

Connecticut General Statutes 42a-3-118 Statute of limitations

(a) Except as provided in subsection (e), an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date

(b) Except as provided in subsection (d) or (e), if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within six years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of ten years

(c) Except as provided in subsection (d), an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within three years after dishonor of the draft or ten years after the date of the draft, whichever period expires first.

(d) An action to enforce the obligation of the acceptor of a certified check or the issuer of a tellers check, cashiers check, or travelers check must be commenced within three years after demand for payment is made to the acceptor or issuer, as the case may be.

(e) An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within six years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the six-year period begins when a demand for payment is in effect and the due date has passed.

(f) An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced (i) within six years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time, or (ii) within six years after the date of the acceptance if the obligation of the acceptor is payable on demand.

(g) Unless governed by other law regarding claims for indemnity or contribution, an action (i) for conversion of an instrument, for money had and received, or like action based on conversion, (ii) for breach of warranty, or (iii) to enforce an obligation, duty, or right arising under this article and not governed by this section must be commenced within three years after the cause of action accrues.

 

 

The major case in this area is Fleet National Bank v. Lahm. 86 Conn. App

545 (2004).

In Fleet National Bank v. Lahm

The note provided that in the event an installment payment is not made

when due, “the entire indebtedness with accrued interest due thereon

under this Note, shall, at the  option of lender, accelerate and become due

and payable without demand or notice of any kind.” Emphasis added.

 

The note in this case was not payable at the will of the plaintiff, but,

rather, at the option of the plaintiff only if an installment payment was not

made when due and the plaintiff exercised  its option to demand

payment.  (Therefore the note was not a demand note). Emphasis Added.

 

CGS 42a-3-118(a) applies because the note was payable at a definite time

rather than on demand. Although a debtor may be in default on one

installment, other installments lie in the future. “The fact that a cause of

action may have accrued with respect to an installment in

default does not necessarily mean that a cause of action has also accrued

against future installments that are not even due.” Id. When acceleration

of the total unpaid debt is optional on the part of the holder of a note, and

the holder has given no indication to the debtor that the entire balance is

presently due, the cause of action does not accrue until that balance is due

pursuant to the particular note or the holder has notified the debtor of an

earlier date

 

 

The result of Fleet National Bank v Lahm can be summarized as follows

1. If there is a Promissory Note which provides for installment payments over a period of years, and the Note provides for an option to accelerate, the statute of limitations does not start until the end of the term of the Note, or acceleration by the Note Holder, whichever occurs first.

Example:  20 year promissory Note – Signed on 1/1/2006, with final

payment on 12/1/2025.

Assuming there is an option to accelerate, and any defaults

• If no acceleration by Note Holder, the statute of limitations doesn’t start until the due date of 12/1/2025.  See CGS 421-3-118

• If there is acceleration, the statute of limitations starts on the date of acceleration.

 

 

Connecticut General Statutes 42a-3-118(b) applies to demand notes.

General Statutes 42a-3-108(a) provides: “A promise or order is `payable on demand’ if it  states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or …. does not state any time of payment.”

For demand notes, the statute of limitations is as follows:

• If there is a demand for payment, 6 years from the date of demand.  CGS 42a-3-118(b)
• If there is no demand for payment, 10 years from the date neither principal nor interest has been paid. Id

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Robert M. Singer, Attorney at Law

2572 Whitney Avenue

Hamden, CT  06518

203-248-8278

rsingerct@yahoo.com

 Serving all of Connecticut

 

The basic idea with a fraudulent transfer is that property is transferred for less than fair market value, in order to avoid paying a creditor 

There can be actual fraud (intent not to pay a creditor), or constructive fraud (a transfer for less than fair value although not actual fraud).  

The Connecticut Statute describes four situations

1.         Transfer made or obligation incurred by debtor when claim of creditor occurred before date of transfer or obligation, and debtor was insolvent (assets greater than liabilities) or became insolvent because of transfer or obligation, and no reasonably equivalent transfer (gave more than received) 52-522(f)(1)

 

EXAMPLE

Debtor gives property away worth $80,000 for $20,000 cash on 2/1/2017

On date debtor gives away property, debtor is insolvent, assets are $100,000 and liabilities/debts are $200,000

Creditor Alex was owed $70,000 when debtor gave away property

 

2.        Creditors claim occurred before transfer is made or obligation incurred.  Transfer made by debtor on antecedent debt (old debt).  Debtor was insolvent at time of transfer, and transfer to insider.  CGS 52-5252(f)(2). Insider had reasonable cause to believe that debtor was insolvent

 

Example

   Debtor gives away property

   Property is given to an insider, typically a relative. 

  On date debtor gives away property, debtor is insolvent, assets are $100,000 and liabilities/debts are $200,000. 

 

  Insider debt was from a transaction which occurred over 6 months before transfer.  

 

  Insider/relative knew debtor’s financial condition. 

 

3.        Creditors claim occurred before transfer or obligation.   Debtor made transfer with actual intent to hinder, delay or defraud creditor.   CGS 52-522e(a)(1)

 

             In this situation, a creditor has to prove actual fraud.   The amount of the consideration given is not relevant. 

 

4.         Creditors claim occurred before transfer or obligation and either

 

a.       No receipt of reasonably equivalent value (partial gift) and

 

1.       Debtor was engaged or about to engage in business or transaction for which the remaining assets are unreasonably small in relation to business or transaction or

2.       Debtor intended to incur or reasonably should have believed that he would incur debts beyond his ability to pay

CGS 52-522e(a)(2)

EXAMPLE

    Debtor owed creditor $70,000 from a transaction in July of 2016

    On 1/2/2017, debtor gives someone a $100,000 piece of property to pay a $55,000 bill. 

    On 1/2/2017, debtor either

a.        Was about to enter into a large transaction for $250,000, knowing that he had no assets to pay off the bill

b.      Expected to enter into a large transaction, in the future, and knew that the bill(s) would not be paid

The statute of limitations to bring an action is 4 years, except that the special transfer rules for insiders provide for a statute of limitations of 1 year.

Robert M. Singer, Attorney at Law

2572 Whitney Avenue

Hamden, CT  06518

203-248-8278

rsingerct@yahoo.com

   Serving all of Connecticut

 

Provided below is the Connecticut statute which prohibits an insurance company from having subrogation rights against an owner or operator of an underinsured motor vehicle.

Sec. 38a-336b. Subrogation against owner or operator of underinsured motor vehicle prohibited. No insurer providing underinsured motorist coverage as required under this title shall have any right of subrogation against the owner or operator of the underinsured motor vehicle for underinsured motorist benefits paid or payable by the insurer.

Example:

James Jones is involved in an accident with Jimmy Johnson who causes a collision.  Jimmy Johnson has an Allstate Insurance with a policy coverage of $20,000 per person.   Allstate pays the full $20,000 to cover the claim.   James has $100,000 coverage per person, of underinsured motorist claim. James claims and receives payment under his underinsured motorist coverage, under a State Farm policy.   There is no right to subrogation as there was a payment on the underinsured motorist coverage.

(Without the prohibition, State Farm would be subrogated to the rights of James Jones, against Jimmy Johnson)

NOTE – The prohibition only applies to cases in which there is payment for underinsured motorist coverage.  The statute does not apply to “uninsured motorist” coverage.

Robert M. Singer, Attorney at Law

2572 Whitney Avenue

Hamden, CT  06518

203-248-8278

rsingerct@yahoo.com

   Serving all of Connecticut