Posted on June 13, 2025 in Real Estate

When it comes time to contribute personally owned real estate into your LLC, there are key legal steps and practical considerations that must be followed to ensure a proper transfer of title and risk management for both the individual and the LLC. The process involves more than simply recording a deed—it must be done in a manner that protects your interests and complies with lender requirements, lease obligations, and title insurance coverage.

Form the LLC and Obtain an EIN

Before you can transfer title to your LLC, you must properly form the LLC with the Virginia State Corporation Commission and obtain an Employer Identification Number (EIN) from the IRS. This establishes the LLC as a legal entity capable of holding title to real estate.

Draft and Record Deed of Gift

A Deed of Gift is commonly used when contributing property to an LLC without receiving payment. This deed must clearly identify the grantor (you) and grantee (your LLC), with proper legal descriptions of the property. The deed must be executed, notarized, and recorded in the land records of the county or city where the property is located.

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 Posted on June 09, 2025 in Real Estate

Our office is often contacted by homeowners whose property has been damaged by a contractor during a home remodeling project. What’s worse is that the contractor is discovered not to have a license, as required by Virginia law, so filing a complaint with the Virginia Department of Professional and Occupational Regulation (DPOR) would serve no good. So what are your options as a homeowner in Virginia? 

Definition of A "Contractor" Under Virginia Code 54.1-1100:

            Virginia Code § 54.1-1100 defines a "Contractor" very broadly as follows:

A "contractor" may be any person who bids on or accepts contracts or orders to perform or manage construction, repairs, improvement, or removal of a building or structure for a fixed price, fee, percentage, or commission. The "improvements" performed by a contractor may include cleanup, remediation, or containment of contaminants on a premises or other work performed to ensure that real estate property will be usable and can be occupied by humans according to the guidelines established in § 32.1-11.7.

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 Posted on June 04, 2025 in Real Estate

The Virginia Residential Property Disclosure act is a statutory scheme enacted by the General Assembly of Virginia that requires a seller of real estate in Virginia to "furnish to a purchaser a residential property disclosure statement for the buyer to beware of certain matters that may affect the buyer's decision to purchase such real property" Va Code 55.1-703. The act essentially codifies the caveat emptor standard under Virginia law regarding matters within the scope of its disclosure.

This article will discuss the respective rights and remedies of buyers and sellers with respect to issues related to the VRPDA.

Applicability of the Virginia Residential Property Disclosure Act.

          Under Va. Code § 55.1-701, the VRDPA applies to any transaction related to the "transfers by sale, exchange, installment land sales contract, or lease with option to buy of residential real property consisting of not less than one nor more than four dwelling units, whether or not the transaction is with the assistance of a licensed real estate broker or salesperson." In other words, the VRDPA applies to sales, or leases with an option to buy, of residential real estate, regardless of whether a real estate broker is used.

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 Posted on May 16, 2025 in Business

In the complex field of construction and business litigation, understanding the principles that govern liability is essential. One such principle is the "Source of Duty" rule, a key concept in Virginia law that plays a pivotal role in determining whether a claim should be pursued as a tort or as a breach of contract. This blog will explore the Source of Duty rule in depth, referencing key cases and applying this rule to common scenarios encountered in construction disputes. For the attorneys at Fox & Moghul, based in Fairfax, VA, specializing in real estate and business litigation, a thorough understanding of this rule is crucial to securing favorable outcomes for their clients.

What is the Source of Duty Rule?

The Source of Duty rule helps determine whether a claim in construction litigation should be classified as a tort or a breach of contract. The distinction is critical because the remedies available in tort and contract law differ significantly, impacting the litigation strategy. Essentially, the rule states that if the duty breached arises solely from the contractual agreement, the claim must be pursued as a breach of contract. Conversely, if the duty exists independently of the contract, the claim may be actionable in tort.

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 Posted on May 15, 2025 in Business

In the intricate realm of Virginia construction law, the concepts of privity of contract and the economic loss rule play pivotal roles in determining the recourse for economic losses incurred due to negligence. This legal framework establishes a boundary between tort and contract law, specifying the conditions under which economic damages can be pursued. Through an exploration of case law and statutes, this blog provided by our highly sought after litigation attorneys at Fox & Moghul sheds light on how these principles are applied in Virginia, particularly in the context of construction disputes.

Privity of Contract and Economic Loss Rule: A Legal Overview

Virginia law stipulates that for one to recover economic losses in a negligence action, there must be privity of contract between the parties involved. This requirement underscores a fundamental distinction between tort law — which safeguards against harm to persons and property — and contract law, which protects the expectations negotiated between parties.

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 Posted on May 14, 2025 in Business

Introducing the Limited Liability Company - The Cross Specie between A Corporation and Partnership

Think of a Limited Liability Company ("LLC") as a hybrid of a corporation, limited partnership and general partnership. It combines the tax advantages and management flexibility of partnerships with the limited liability shield of a corporation. In other words, the LLC is an unincorporated organization governed by contract, the terms of which are typically detailed in a document called the Operating Agreement.

Ever since Wyoming enacted the first Limited Liability Company statute in 1977, these hybrids have slowly but steadily become the business entity of choice for most real estate ventures. In 1991, Virginia adopted the Virginia Limited Liability Company Act, and by 1996, all states and the District of Columbia had adopted their own versions of LLC acts.

Don't Let the State Govern Your Business
The Importance of Customizing Your LLC's Operating Agreement

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 Posted on May 13, 2025 in Business

At Fox & Moghul, we specialize in fiduciary duty litigation, representing clients in business disputes, shareholder derivative actions, corporate governance matters, and cases of corporate misconduct. Whether you are a business owner, investor, or corporate executive, understanding fiduciary duties is critical to protecting your legal and financial interests.

This blog breaks down fiduciary relationships, key legal obligations, common breaches, and defenses under Virginia law, while keeping all case law citations intact to ensure accuracy.

What Is a Fiduciary Relationship?

A fiduciary relationship is based on trust, confidence, and reliance between parties. Virginia courts define it as follows:

"A fiduciary relationship is one founded upon trust or confidence reposed by one person in the integrity and fidelity of another. It is said that the relationship exists in all cases in which influence has been acquired and abused, in which confidence has been reposed and betrayed."

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 Posted on May 08, 2025 in Business

At Fox & Moghul, we specialize in business litigation and have successfully handled complex tortious interference claims for both plaintiffs and defendants in Virginia. Whether you are dealing with a breach of contract, business sabotage, or a competitor wrongfully interfering with your client relationships, we have the expertise to protect your interests.

This blog guide breaks down the key elements of tortious interference, common defenses, and landmark Virginia case law that impacts businesses facing such disputes.

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 Posted on May 05, 2025 in Business

At Fox & Moghul, we are Virginia’s top business and employment attorneys, specializing in non-compete agreements and restrictive covenants. Whether you are an employer seeking to protect trade secrets or an employee fighting an overbroad restriction, our legal team has extensive experience in drafting, negotiating, and litigating non-compete agreements across Fairfax, Arlington, Loudoun, Prince William, and Alexandria.

This guide covers everything you need to know about Virginia non-compete agreements, including key case law, enforceability standards, and common pitfalls.

What Is a Non-Compete Agreement?

A non-compete agreement (also known as a covenant not to compete) is a contractual restriction that prohibits an individual from working in a specific field or geographic area after leaving a company. Employers use non-competes to protect confidential information, trade secrets, and client relationships from competitors.

Common Uses of Non-Competes in Virginia:
✔️ Preventing former employees from working for direct competitors
✔️ Restricting contractors or partners from soliciting clients
✔️ Protecting proprietary business practices from being used by competitors

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 Posted on May 01, 2025 in Business

At Fox & Moghul, we pride ourselves on being Virginia’s premier fraud litigation attorneys, with extensive experience in business fraud, real estate fraud, and consumer fraud cases. Fraud claims are notoriously difficult to prove, and many lawyers fail to grasp the nuances of actual vs. constructive fraud, reasonable reliance, and fraudulent concealment under Virginia law. This comprehensive guide explains the legal elements of fraud, case law precedents, and common pitfalls that could derail your claim.

1. What Is Fraud Under Virginia Law?

Fraud is a deceptive act or misrepresentation made with the intent to induce another party to act to their detriment. Fraud is not the same as breach of contract; it requires an intentional or reckless misrepresentation that results in actual harm.

2. Actual Fraud vs. Constructive Fraud

There are two types of fraud recognized under Virginia law:

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