JW Zepeda
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Business Law | Business Needs

business Law

Words from the Founder:

In our society, very few things can give you the financial freedom most hope for, like owning your own business. 

You are the boss and make your schedule.

We all want more QUALITY time with our family, and that is what having your own business can do for you, and I have known that since I was a boy.

I founded this law firm and a Business Group: Path to Plenty, LLC.

At Path to Plenty, we help start-ups and people who are already in business become more successful by increasing their market reach and conversion rate, amongst other things.

I know how important your business and your dreams are to you. 

I also know how important it is to start and run a business correctly.

Success or failure is decided by your plan or lack thereof, your foundation (the groundwork your empire will build on).

There are certain must-haves in business and other things that you should do to succeed.

Success is not for those who dream alone but for those who plan and do.

I write these words, coming from poverty and welfare. 

I write these words from being the first of my family to get a professional degree.

I write these words as someone who has been at the “dreaming stage” or “I need help stage,” as you may find yourself now. 

I did not learn about business in a classroom alone. I lived it and live it. 

I assure you that this firm will take your business needs personally because I know how much it means to you and yours. One of my great joys is watching people’s dreams come true.

It is a pleasure to help make your dreams come true by helping your business succeed.

We Stand Ready To Serve.

JW Zepeda

jw zepeda law firm about

These claims have a time limit in which they must be brought. Act now.

Businesses are the bridges to:

  • A brighter future.
  • Going places with your family, you have always wanted to.
  • Paying your kid’s school.
  • A financially secure retirement.
  • A legacy of success for generations to come.
  • Amongst other things.

Business Law Can Put Your Dreams On A Secure Foundation

But when running a business, many essential needs increase your chances of success.

One of every business’s essential needs is a proper business plan, which comes from appropriate strategic planning.

Whether you are in business and have a need or are just starting a business with many needs, we are here to serve you.

Some of the areas we can help you with are:

Business Exploration:

  • Suppose you are considering starting a business and want an unbiased professional to explore the possibilities. In that case, this firm can be your counsel.
  • If you are still determining if a business idea may be potentially prosperous, this firm can help you figure it out.

Putting together a proper business plan:

  • If you know what business you want to start and like help to build a proper business plan, this firm can help you through a guided strategic planning session.

Advising on different business entity types:

  • Sole Proprietor
  • General Partnership
  • Limited Partnership
  • Limited Liability Partnership
  • Close Corporation
  • C Corporation
  • S Corporation
  • Foreign Corporation
  • Benefit Corporation
  • Nonprofit Corporation
  • Professional Limited Liability Corporation
  • Limited Liability Corporation

Business formation:

This firm can advise you on what business formation best suits your needs.

This firm can legitimize your business and give you the peace of mind and security that comes with certain business formations by correctly forming your business.

This firm can help you create and draft operating documents that will govern how your business is run and mandated in some instances to stay legal.

    • Articles of Incorporation
    • Bylaws
    • Articles of Organization
    • Operating Agreements
    • Partnership Agreements
    • And more

Business Contracts:

We can help with all your business contract needs.
For Example:

    • We can draft your employee contracts
    • Purchase and Sale Contracts
    • Service Contracts
    • Commercial Lease Contracts
    • Partnership Agreements
    • Financing Contracts
    • Non-Compete Agreements
    • Non-Disclosure Agreements
    • Vendor and Independent Contractor Contracts
    • Manufacturing Contracts
    • Distributor Contracts
    • Terms of Use Contracts
    • Privacy Policies
    • Legal Disclaimers
    • Consignment Contracts
    • Rental Contracts
    • Policy and Procedure Agreement
    • Letters of Intent
    • Recording of liens
    • And more

Breach of Contract:

Whether you want to bring this claim or defend against one, this firm stands ready to defend your Family’s Honor and fight for the justice you deserve. 

Contracts are highly favored in Texas and usually rule the day. So, if you breach or are being accused of Breach of Contract in Texas, it can be a severe matter.

 There are two main types of breaches of contracts:

 Material Breach: 

These breaches involve a material (essential to a reasonable person) provision. Material breach means one or more parties did not carry out the fundamental purpose of the agreement. In this type of breach, the offended party’s performance can be excused, and they can sue for Damages.

Non-Material Breach:  

These breaches do not involve the essential purpose of the contract, and therefore performance is not excused; however, you can sue for Damages.

There are many defenses to Contract Claims, for Example:

Attack the contract formation:

There must have been a meeting of the minds for a contract to exist. 

“Meeting of the minds” is a term of art that conveys that both parties understood their rights and responsibilities under the contract. 

Ambiguity: Parties may not have had a meeting of the minds due to ambiguity. 

An ambiguous contract is when both parties may have understood the agreement to mean something else. An ambiguous contract may allow for the introduction of parole evidence.

Parole evidence is anything outside of the contract that a party can introduce to aid the court in deciding one party’s reasonable interpretation of the contract.


If you were lied to by the other party or they hid facts from you to get you to sign the contract, you may be able to void the contract due to Fraud. 


The agreement could be unenforceable if you signed the contract due to a threat against you. If someone seriously pressured you, controlled you, or made you sign a contract, these are all forms of duress that can make a contract void. Duress comes in many forms, so your situation needs to be correctly evaluated to decide if the pressure you may have been under qualifies as duress.

Statute of Frauds:

Contracts do not usually have to be in writing. Still, specific contracts must be in writing to be enforceable, with few exceptions.

Contracts that need to be in writing are:

A promise by an executor or administrator to answer out of the estate for any debt or damage due from his testator or intestate.

A promise by one person to answer for the debt, default, or miscarriage of another person.

An agreement made on consideration of marriage or consideration of nonmarital cohabitation agreement.

A contract for the sale of real estate.

A lease of real estate for a term longer than one year.

An agreement that is not to be performed within one year from the date of the contract.

A promise or agreement to pay a commission for the sale or purchase of:

      • An oil or gas mining lease.
      • An oil or gas royalty.
      • Minerals. 
    • Or a mineral interest.

An agreement, promise, contract, or warranty of cure relating to medical care or results made by a physician or health care provider as defined in Section 74.001, Civil Practice and Remedies Code. This section shall not apply to pharmacists.


If you cannot fulfill your part of the contract due to things beyond your control, in some cases, you no longer need to complete your end.

The Law Is Our Shield

Equitable Defenses: These are defense allowed due to fairness.


If you are unable to fulfill your part of the contract due to things beyond your control, in some cases, you no longer need to complete your end of the contract.


Waiver occurs when the party suing has failed for an unreasonable time to assert their rights, and therefore they have lost their right to assert this power.


Laches is an equitable defense used if there was an unreasonable delay in asserting a legal claim and due to the delay, the other party detrimentally relied on the delay and changed their position.

Promissory Estoppel:

Promissory Estoppel is an equitable defense raised when there was a promise given that would reasonably induce reliance, and the other party relied on that promise to their detriment.

Equitable Estoppel:

Equitable Estoppel is an equitable defense raised when specific information was kept from one party, knowing that the lack of knowledge would cause the ignorant party to act to their detriment.

Failure of Consideration is an equitable defense that occurs when the plaintiff was supposed to fulfill a substantial condition before the defendant’s performance, and the condition was not done. 

Unclean Hands:

Unclean Hands is an equitable defense that prevents a party from pursuing specific performance due to a wrongdoing they did involving the subject matter of the same suit. 

Employee Handbooks:

Handbooks can answer any question an employee is likely to have and guide an employee.

Getting rules and duties in writing puts the employees on notice of their powers and defines their parameters. Employee Handbooks protect the company from any agency claim. Agency claims are a way to hold the company responsible for the employee’s actions and possibly force the company to lose massive amounts of reputation and money.

No longer can an employee say, “I did not know better,” when an Employee Handbook is done correctly.

Secured Transactions:

You need to know if there are prior liens (an interest in getting paid back) on a thing to feel safe buying or lending against that thing. 

The word “thing” is used here because you can have liens on many different tangible and intangible things, 

For Example, Real Estate, Cars, Stocks, Bank Accounts, and More.

A Secured Transaction Attorney can ensure your interests are protected by:

Searching for prior liens on things being bought or potential collateral considered, whether real estate or personal property.

Properly recording liens on things, whether real estate or personal property.

Recording is how you put the world on notice that you have a claim to a thing.

If liens on things are not appropriately recorded, your lien may not be Honored. Another lender with a lien after yours would be entitled to be paid before you would if they recorded correctly, and you did not. If no money is left after they get paid, you will likely receive no money. 

Breach of Fiduciary Duty Claims:

What is a Fiduciary Relationship?

A Fiduciary Relationship imposes duties on an individual about how they should treat another person or company.

Two primary fiduciary duties are owed, amongst others, when a Fiduciary Relationship exists.

Duty of Loyalty

This duty calls for putting the other person’s or company’s interest before your own.

Duty of Care

To act as a prudent person would under the circumstances.

However, a fiduciary duty has six parts in Texas, but they genuinely are embodied by the top two primary categories:

      • Be fair and honest,
      • Not to engage in self-dealing,
      • Have strict integrity,
      • Good faith and loyalty,
  • Provide full disclosure, and
    • Duty of candor.

Whether you want to bring this claim or defend against one, this firm stands ready to protect your Honor and fight for the justice you deserve. 

Sales Law:

Whether you were a buyer or a seller and the deal did not go as planned, or you were taken advantage of by the other party, the law provides relief for many situations.

Express Warranties: This warranty exists by giving the following:  

Affirmations of fact, promises, descriptions, samples, or models if any of these become “part of the basis of the bargain.”

Implied Warranty of Merchantability: This warranty occurs when the seller is a merchant who deals in goods of the kind being sold. This warranty includes used goods as well.

There are two implied promises in this warranty:

1. Goods fit for ordinary purposes.

2. Goods go without objection in trade. 

Implied Warranty of Fitness for Purpose: This warranty occurs when the seller has reason to know the buyer’s particular purchasing purpose. And the buyer relied on the seller’s skill or judgment to select the goods they bought. 

Business Disparagement:

Business Disparagement is when a person says or writes untrue things about a business and, in doing so, financially hurts the company.

To bring this type of claim, the following factors must exist:

  • A false statement
  • is published (made public) to a third person,
  • with actual malice,
  • that disparages a business causing “special damages “(financial loss).

Harm to reputation is not enough alone to be actionable. There must be a quantifiable financial loss.

Communications between principles and agents are not actionable.

Tortious Interference:

Tortious Interference occurs when a person or company who is not connected with a contract or prospective business relationship causes either to suffer harm.

There are two types of Tortious Interference:

1. Intentional Interference with an existing contract:

(a) Interference with an existing contract,

(b) the Interference was willful and intentional, 

(c) The defendant (the person sued) approximately caused the Interference, and

(d) the plaintiff (the person suing) suffered actual damages or loss.

2. Intentional Interference with future business relationships:

(a) There was a reasonable probability that the parties would have entered a contractual relationship,

(b) there was an independent tortious act or illegal act by the defendant (person being sued) that prevented the relationship from occurring,

(c) the defendant did such an act with a conscious desire to prevent the relationship from occurring or knew the Interference was sure or substantially certain to occur because of his conduct, and

(d) the plaintiff suffered actual harm or damages.

Prospective relationships need to be reasonably probable to be actionable.

Interference in a person’s way of earning a living may also be actionable.


Fraudulent Misrepresentation:

  • Fraud occurs when the defendant (the person sued) misrepresents something material (essential to a reasonable person) to the bargain,
  • while knowing the misrepresentation is false, and 
  • the person being lied to is justified in their belief of the lie,
  • and the lie caused harm.


Negligent Misrepresentation: 

  • Involves business transactions.
  • Defendant (the person suing) makes a representation during his business or for a transaction with their financial interest in mind.
  • The representation was false and meant to guide others’ business decisions.
  • The defendant did not use reasonable care to find out the information about the representation; and
  • plaintiff (the person suing) justifiably relied on the representation to make their decision.
  • If the Fraud involved negligent misrepresentation, then only financial damages involving reliance on the misrepresentation are allowed.


Fraud in the inducement: 

  • Involves contracts.
  • The defendant (the person sued) misrepresents something material (essential to a reasonable person) to a contract,
  • while knowing the misrepresentation is false, and 
  • the person being lied to is justified in their belief of the lie
  • and the lie caused Damages.


Statutory Fraud:

  • Involves Stocks or Real Estate.
  • The defendant (the person sued) gives false representations about past or existing material (essential to a reasonable person),
  • to get someone to accept a contract (induce someone into a contract); and
  • the person justifiably relied on the information when they entered the contract,
  • and the defendant’s false representations led to harm; or
  • a false representation involving a promise to do something material (essential to a reasonable person), 
  • was given to induce a person to accept a contract,
  • the person justifiably relied on the promise when they entered the contract, and 
  • the false representation led to harm.

Trade Secrets not respected:

A trade secret is any information, process, method, application, software, or anything else that gives your company a competitive edge.

To be able to bring a claim involving trade secrets, the secret must be: 

  • commercially valuable,
  • so secret that it is not widely known within the company, and
  • the company to reasonable measures to ensure secrecy. 

Negotiating Contracts:

  • Employment Contracts
  • Talent Contracts
  • Athlete Contracts
  • Real Estate Contracts
  • Loan Contracts
  • Mergers and Acquisitions
  • And more

Negotiating purchases:

  • Equipment
  • Real estate
  • Mergers and Acquisitions
  • Vehicles
  • And more

Negotiating Sales:

  • Equipment
  • Real Estate
  • Mergers and Acquisitions
  • Vehicles
  • And more

Sales Training:

  • Train your Sales Frontline
  • Train your Sales Managers

Executive Counseling:

  • Counseling on individual issues
  • Counseling on company-wide needs
  • Train executives on leadership, culture implementation, administrative requirements, and more


Management Counseling:

  • Counseling on individual issues
  • Counseling on companywide needs
  • Train managers on leadership, culture cultivation, administrative needs and more

Marketing Counseling:

  • Strategic planning
  • Advertising
  • Monitoring
  • Adjusting

If you have a business need not addressed on this page, contact us, and let’s discuss it to see if we can help you.

Our Founder also founded a Business Group: Path to Plenty, LLC., that, amongst other things, consults existing and start-up businesses. 

So, this firm is uniquely positioned to offer you an array of services that others cannot. 

Many different Damages fall under Contract or Sales Contract claims.

For Example:

Compensatory Damages:

This damage focuses on putting the non-breaching party in the same position they would have been in had the other party performed.

Expectation Damages:

“Benefits of the Bargain” are Damages focused on giving the harmed party the ability to “substitute performance.” These Damages are meant to provide the non-breaching party the money to find another party to perform.

    • Loss of another contract’s benefits.
    • Operational costs.
    • Emotional distress
    • And more.

Reliance Damages:

These Damages are meant to reimburse you for any money spent in reliance on the other party’s performance.


These Damages arise when you give a benefit to the other party. Restitution allows you to get those benefits back or their value.

Consequential Damages:

These Damages are given when the other party should have or did reasonably foresee this type of harm arising from the Breach of Contract.

Some examples of Consequential Damages include:

      • Lost profits.
      • Loss of reputation.
      • Loss business. 
      • Reimbursement for repair attempts. 
      • Loss of another contract’s benefits.
      • Operational costs.
      • Emotional distress
    • And more.

Liquidated Damages:

Liquidated damages are those agreed to by contract.

Incidental Damages:

Incidental Damages are from the seller’s breach. 

They can include expenses reasonably incurred in inspection, receipt, transportation and care, and custody of goods rightfully rejected, any commercially reasonable charges in connection with effecting cover, and

Any other reasonable expense incident to the delay or other breach.

Equitable Breach of Contract remedies: These remedies occur because it is fair.

Specific Performance:

Specific performance occurs primarily in real estate transactions.

This occurs when a court orders one party to a contract to perform (follow through on a commitment).


A recession occurs when the contract is ordered voided due to Fraud, Illegality, or to avoid Unjust Enrichment.

Unjust Enrichment occurs when one party stands to gain without having earned it.


There are three main types of injunctions: Temporary Restraining Orders, Preliminary Injunctions, and Permanent Injunctions.

An injunction is a court ordering a party to stop doing something.

If the party does not stop, they will be in trouble with the court and jailed.


Reformation is the court adjusting the terms of the contract.

These claims do not only have to be brought against the wrongdoer. The claim can hold their employer liable as well.


Respondeat superior: This is a way to hold an employer or company responsible for the actions of another (“vicariously liable”). Suppose the company’s representative acted within the scope of their duties when the injury
occurred. In that case, the employer is liable too.


This rule takes an excellent legal argument because the other side will try to argue that their representative was on a “frolic.”


A frolic is a departure from the scope of their duties, and therefore the employer would not be liable.


The employer is usually the only party with the finances and sufficient insurance to bring justice to injured individuals. It is of the utmost importance not to lose this legal argument if there is a path to victory.

How to deal with insurance companies:


People get insurance to cover harm caused to others and themselves, and we all usually have insurance.

Most of us have the impression that insurance companies are in business to help when unexpected expenses arise or tragedies happen, but that is not the purpose of insurance companies.


The purpose of insurance companies is to make money, like any other business.


So, the less money the insurance pays out, the more money they make. That is only common sense.


No matter how nice the person representing the insurance company is, or if you have already dealt with the insurance company and think they are the exception and care for their clients. The insurance company’s primary goal is to find a way not to pay your claim, with few exceptions.


Some insurance companies rely on scare tactics and threats to make you think you must settle or force you to pay out of pocket.


Follow these rules when dealing with insurance companies:


  • Contact an attorney first when you need to call an insurance company due to an injury, wrongful death, or property damage.
  •  If the insurance company calls you, tell them you have nothing to say before finding legal representation.
  • Contact an attorney and tell them that the insurance company called you.
  • Never give the insurance company any requested information or document without consulting an attorney.
  • Only accept the offer or settlement the insurance company offers after consulting an attorney.
  • Call an attorney immediately if your insurance company says you must pay out of pocket.


Calling an attorney is always possible, even if you have already talked to an insurance company.


Attorneys are legally obligated to put your interest above all else in matters involving you.


Insurance representatives who are contacting you are professional negotiators.

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These are just some areas we can help your business with, and we stand ready to serve and fight to defend your Honor.

We Will Get It Done.