Law Office of Christopher Scott-Dixon APC

Law Office of Christopher Scott-Dixon APC Legal services for the small business.

09/09/2026

You agreed on the price. You're ready to sign the LOI. Stop for a second it's probably not the first document you should sign.

Before financial details, contracts, or employee information change hands, the NDA comes first. Then the LOI and it deserves more attention than most people give it. Its real job is to lock in the major terms early: price, deal structure, financing, due diligence, closing conditions, exclusivity. Settle those now, and you spend a lot less time and money fighting over them later.

Here's the catch: LOI provisions are often called non-binding, but depending on where you are, some of them can still be legally enforceable. This isn't just paperwork.

Before you sign an NDA or LOI to buy or sell a business, get it reviewed by M&A counsel.

Comment "LOI" and we'll send you what to check before you sign. 👇

Link on bio.

Where did your client agreement actually come from?A mentor's template. A colleague's file. Language carried over from y...
09/08/2026

Where did your client agreement actually come from?

A mentor's template. A colleague's file. Language carried over from your last firm. It's how most design businesses start but an agreement written for another state, a different business model, or clients you don't serve won't show the gap until a project goes sideways.

Three clauses we see missing most: a phased fee structure that ties payment to work actually completed, not a forfeited deposit. A clear procurement role, spelling out when you're buying as the client's agent versus reselling as the principal. And custom-order approval written sign-off on non-cancellation terms before anything is placed or shipped.

Your agreement should fit how your studio actually works.

Comment "TEMPLATE" for the three-clause audit. 👇

09/07/2026

Buying a business? First question: are you buying its assets, or the company itself?

In an asset purchase, you acquire specific things spelled out in the agreement equipment, inventory, IP, contracts, customer data, goodwill. In an equity purchase, you're buying ownership interests in the company its shares or membership interests. The company keeps its assets, and it keeps its existing obligations too. Buy the equity, and those obligations come with it.

This one decision affects liabilities, contracts, taxes, financing, and how much risk you're actually taking on. It's not just two boxes to pick between.

Before you sign, know exactly what you're buying and what you're inheriting.

Link on Bio.

09/04/2026

Buying a business? Here's what due diligence is actually protecting you from.

Every acquisition carries risk that's not the problem. The problem is closing without finding out what that risk actually is. Real due diligence means going through the financials, taxes, contracts, employees, leases, IP, insurance, licenses, litigation, debt, equipment, customers, and vendors before you sign. Sometimes it confirms the deal is solid. Sometimes it uncovers something worth fixing first. Sometimes it's serious enough to change the price or walk away.

There's a second reason it matters: if things go wrong later, that process becomes the record of what was disclosed, requested, and known before closing.

Don't skip it because the business feels small. Link in bio

Your client refused the custom order. Now who pays?This is one of those situations where the contract can make a major d...
09/03/2026

Your client refused the custom order. Now who pays?

This is one of those situations where the contract can make a major difference.

If your studio places an order and the client later changes their mind, refuses delivery, or says the piece wasn't what they expected, you may need to look closely at how your purchasing relationship is defined.

In this carousel, Christopher Scott-Dixon explains:

✓ What it means to purchase as the client's disclosed agent
✓ What it means to purchase as a principal
✓ How the distinction can affect sales tax
✓ How it can affect risk of loss during transit
✓ Who may ultimately absorb the cost of a refused custom order

Review your procurement language before a difficult client situation exposes a gap in your agreement.

Comment “TITLE” for the procurement clause checklist, or visit csdbusinesslaw.com to discuss your business concerns.

"Non-refundable" on your retainer doesn't automatically mean you've earned it.If a client cancels and loses that payment...
09/02/2026

"Non-refundable" on your retainer doesn't automatically mean you've earned it.

If a client cancels and loses that payment simply for canceling with no real tie to work you've already done California can treat that clause as liquidated damages, not earned fees. For residential projects, liquidated damages provisions are generally void unless calculating actual damages would be genuinely difficult. Commercial and hospitality work runs under the opposite assumption.

For a studio juggling both, the same retainer language can hold up on one job and fall apart on another.

The real protection isn't stronger wording it's a fee structure tied to the phases you actually bill for.

Comment "RETAINER" and we'll send you the phase-billing breakdown.

08/31/2026

Your first hire could become your biggest legal risk if you get worker classification wrong.

Imagine hiring a friend or colleague for a construction job and agreeing that they'll work as a 1099 subcontractor.

You both agree. You sign an independent contractor agreement. You pay them as a 1099.

But that doesn't necessarily make them an independent contractor under California law.

California generally uses the ABC test to determine worker classification, and simply labeling someone a subcontractor isn't enough.

In this video, Christopher Scott-Dixon explains:

✔ Why employers and workers can't simply choose the classification
✔ How California's ABC test comes into play
✔ Why 1099 payment doesn't automatically establish contractor status
✔ Why construction businesses face significant risks when workers are misclassified
✔ Why getting the classification right matters before your first hire

A serious workplace injury or other dispute can turn a simple hiring decision into a major legal and financial problem.

Want to know what to look at before making your first hire? Comment "CREW" or send us a DM.

Learn more at https://vist.ly/5gsvt.

08/28/2026

Thinking about walking off the job? Stop read this first.

Sometimes a contractor has a real reason to terminate a contract: serious nonpayment, a homeowner blocking the work, a genuine breach on their end. But you can't just pack up your tools and leave. There's a process read the contract for what counts as a material breach, give written notice and a chance to cure if required, and follow any termination steps it spells out. Then document everything: payments, delays, disputed work, site conditions, photos.

Here's the part that catches people off guard if you're wrong about who breached first, the homeowner can claim it was you, and come after you for damages and the cost of finishing the job. That can spiral into mechanics lien issues, licensing problems, and claims you didn't plan for.

Walking away is a legal decision, not just a business one. Comment "TERMINATE" and we'll walk you through what to check before you leave a job site. 👇

Link in bio.

08/27/2026

"My sub does great work." Doesn't matter if they're not properly licensed and it's on you to check.

As the GC, you're responsible for verifying your subcontractor before they touch the job: active CSLB license, correct classification for the actual work, good standing, required workers' comp, and a business name that matches the license on file. Skip it, and you're both exposed the prime contractor stays responsible for the whole project, and disciplinary action can hit either side.

California just raised the minimum civil penalties for unlicensed activity as of July 1, 2026. The homework takes minutes. Skipping it doesn't.

Comment "CHECKLIST" and we'll send you what to verify before your next hire. 👇

Before the logo. Before the website. Start here.It's easy to jump straight to branding when you're launching a private p...
08/27/2026

Before the logo. Before the website. Start here.

It's easy to jump straight to branding when you're launching a private practice that's the exciting part. But most licensed health professionals in California actually need a professional corporation, not the LLC that gets recommended everywhere online. Your license determines your options, not a generic template.

Once the entity is right, it needs bylaws, the correct filings, and tax elections that fit your practice. Then come the agreements for any provider you hire, and for any EHR or billing vendor handling patient information.

Get the foundation right, and everything you build on top of it the brand, the launch, the growth actually holds.

Comment "LEAP" or DM us to start the conversation. 👇
Link in bio.

Address

3130 Fifth Avenue, Suite 1
San Diego, CA
92103

Telephone

+16198951066

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