​By Attorney Edward Jesson

You’ve spent weeks negotiating your scope of work with your client on a kitchen renovation, and everything is going smoothly. Then, one day out of the blue (likely after watching a little too much HGTV the night before), the homeowner decides that they would “just like you to take that wall out—it will feel so much more open!” 

This situation comes up all the time in construction projects, and, if you have a properly drafted construction contract, it should be covered by the “change order” section of that contract. At its most basic, a change order is exactly what it says: an order directing the contractor to change its work in some way. When a change order is entered into properly, it is a legally binding amendment to the original contract that changes the original scope of work or some other term in the contract. 

Most well drafted construction contracts will say that a change order has to be: (1) in writing; and, (2) signed by the parties to the construction contract (general contractor and homeowner in this example). It is certainly advisable to be as detailed as possible in the change order as to exactly what is being changed, the price of what is being changed (which could be an increase in the total contract price, or decrease, depending on the change), and the impact, if any, that the change will have on the project timeline.

We also believe that it is best practice to have the homeowner pay for 100% of the change order at the time the change order is executed, as opposed to tacking the price of the change onto the end of the contract. However, whether or not you are able to do that will depend on the language of your contract with the homeowner. 

Even if you don’t have a written change order signed as required by your contract, if the homeowner requested you do the work, and you did the work, it is likely that, under North Carolina law, you are still entitled to payment for that work. However, whether you are entitled to your usual profit markup on that change order depends on a lot of factors. Moreover, proving your entitlement to payment for an unwritten or unsigned change order can be costly if you have to go to court in an attempt to get payment at a later date.

When the relationship between contractor and homeowner deteriorates to the point that there are payment issues, all too often we see that the crux of those payment issues relates to change orders. It is far too easy (especially when the relationship is good and the project is running smoothly) to just say “yes” to a homeowner’s requested change and give them a rough cost, agreeing to settle up later. However, if the relationship sours, oftentimes people’s memories change with regards to the conversation regarding that change, and it becomes a “he said she said” argument.

Change orders do not have to be difficult, but managing them on a project with tight deadlines can be challenging—a well drafted construction contract can ease that administrative burden laying out, from the project’s start date, exactly what the contractor and the homeowner are responsible for. If you need assistance with your construction contract or need a new one drafted, the attorneys at Jesson & Rains are ready to help.  

By Senior Associate Jeneva A. Vazquez

As estate planning attorneys, we often receive calls from the family members of small business owners after the owner has become incapacitated or passed away. These conversations are emotional and stressful, and without proper planning, a business can quickly become tangled in legal red tape, disrupting operations and harming its value.

If you are a solopreneur or small business owner, estate planning isn’t just personal—it’s a business necessity.  If you are suddenly unable to run your business due to illness or injury, business operations can come to a halt in a matter of days.  Without a valid power of attorney in place, no one—not your spouse, family, or team—has the legal authority to access business bank accounts, sign contracts, or make payroll.  Incapacitation can jeopardize your employees’ paychecks, your clients’ trust, and your company’s survival. With a plan in place, you can designate someone you trust to step in and keep things running smoothly if you're ever unable to do so.

Another common issue arises when trying to prove business ownership after death. Unfortunately, family members are oftentimes left with documentation that rarely provides the level of detail needed to prove actual ownership.

Sometimes when people form an LLC, the Articles of Organization filed with the Secretary of State’s office will list out all the owners, but not always, and in those cases where they are not all listed, an operating agreement is needed.  However, if your business is a corporation, the owners are NEVER listed on the Articles of Incorporation.  The business must issue share certificates or the owners must enter into a shareholder agreement to show ownership, and we find that frequently does not happen.  Without formal documentation of ownership, survivors may struggle to access accounts or make critical decisions.

Additionally, these same formal business documents help protect you during your lifetime from business liabilities, so it’s really important that businesses are set up properly.

Finally, as a business owner, meeting with an estate planning attorney is important in order to help keep your business interests out of probate when you pass away.  Probate can delay business continuity for months or longer. During that time, no one may have the authority to access business funds or formally transfer ownership.  Probate is also a public process, meaning sensitive business information can become part of the court record. Using trusts can allow your business interests to bypass probate and ensure a quicker, more private transition in line with your wishes.

At our firm, we help business owners like you create custom estate plans that reflect your goals and protect what you’ve worked so hard to build. We also help you proactively set up the legal foundation of your business.  Contact Jesson & Rains to help you secure your business, your legacy, and your peace of mind.  While You Build, We Protect.® 

By Senior Associate Heather McKaig

A Power of Attorney (POA) is one of the most important documents in an estate plan, but it’s also one of the most misunderstood. It allows you to name someone you trust to be your agent and handle your legal, financial, or medical decisions if you become unable to do so.

There are two types of POAs commonly used in estate planning. A Durable General POA is used to manage financial and legal matters and it stays in effect even if you become incapacitated. A Healthcare POA appoints someone to make medical decisions when you are unable to make or communicate your own decisions. Both documents are meant to provide support during your lifetime, especially in times of illness or incapacity.

One common misconception is that you can obtain power of attorney over a loved one or family member and become their agent. Power of attorney is given to the agent, the agent doesn’t go and get it. A person chooses their agent and appoints them by signing the POA. If your loved one is already incapacitated, they can’t sign the POA document to name you as their agent. To act as an agent for someone who is already incapacitated, a court proceeding appointing a guardian is required.

Another misconception is that an agent can use a POA to act for someone after they have died. A POA is only valid while the person who created it is alive. The moment that person dies, the agent’s authority ends. An agent can no longer access bank accounts, sell property, or make decisions on behalf of the deceased. Any attempt to act under a POA after death has no legal effect and any such action would create problems for the estate.

Once someone dies, any assets in their name alone become part of their probate estate and the Will, or a Trust if one exists, takes over. To access or manage the probate estate assets, someone must be appointed by the court as the Personal Representative of the estate (also called an Executor or Administrator). This person is usually named in a Will, or, if there’s no Will, appointed based on state law. 

This is why a POA is just one part of a complete estate plan. A POA is critical for handling things during life, but it doesn’t help after death. For that, you need: 

• A Will, to name your beneficiaries and executor, or 
• A Trust, if you want to avoid probate or add extra protection for your assets
• Updated beneficiary designations on accounts
• A plan for incapacity and medical decisions

A final misconception about POAs is that a power of “attorney” should be given to an attorney. Lawyers very rarely serve as agents under POAs. In this legal context, “attorney” means your representative or agent. Partners, family members, or other trusted people close to you are the best choices to act as your agent under a POA.

A POA is an essential tool for managing life’s unexpected turns. But it’s not designed to handle what comes next. That’s where your Will, Trust, and estate plan step in.

If you’re unsure whether your current plan covers everything it should—during life and after—we’re here to guide you through it.

By Attorney Edward Jesson

When you're building a family, planning for the future often focuses on saving for a home, childcare, or college. But one of the most important and often overlooked steps is creating a solid estate plan. In North Carolina, having a will and other key legal documents in place can give your family peace of mind and security, no matter what the future holds.

Why Young Families Need a Will
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A will isn't just for the wealthy or elderly — it's essential for anyone with dependents. A will lets you:

• Name a guardian for your minor children if something happens to both parents
• ​Decide who will manage your estate and handle your affairs
• Outline how your assets — including life insurance, vehicles, and savings — should be distributed

In North Carolina, a valid will must be written, signed by you, and witnessed by at least two people. Notarizing the will makes it easier to prove in court after you pass.  While handwritten (holographic) wills are allowed in some cases, they are harder to prove and easier to contest.  

Beyond the Will: Essentials for Families

A complete estate plan for young families should also include:

• Durable Power of Attorney: Allows a spouse or trusted person to manage finances if you become incapacitated.
• Healthcare Power of Attorney & Living Will: Ensure your medical decisions are handled the way you want if you're unable to speak for yourself.
• Beneficiary Designations: Make sure your life insurance policies, retirement accounts, and other financial assets list the correct people.
• You might also consider setting up a trust — even a simple one — to manage how and when your children receive any inheritance. A trust can help prevent a young child from receiving a large lump sum at age 18 and ensure the money is used for education, care, or other specific needs.

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Don’t Leave It to Chance

If you pass away without a will (called dying intestate), North Carolina law will decide who inherits your property — and who cares for your children. That may not align with your wishes.

Estate planning doesn’t have to be complicated. For most young families, starting with a basic will and power of attorney documents is a smart first step. As your family and finances grow, you can adjust your plan. Protecting your family’s future starts with a plan today—call the lawyers at Jesson & Rains, PLLC to see how we can help you plan for the future.

​By Attorney Edward Jesson

After completing the numerous steps to form a business, business owners frequently forget (despite the friendly reminders from the Secretary of State’s Office) that they have to file annual reports with the North Carolina Secretary of State to keep their business active.

The Annual Report is used to keep the business records up to date with the Secretary of State. Most businesses formalized with the Secretary of State’s Office need to file an Annual Report, such as Business Corporations, Limited Liability Companies (LLC), Limited Liability Partnerships (LLP), and Limited Liability Limited Partnerships (LLLP). Non-Profits, Limited Partnerships, Professional Corporations (PCs), and Professional Limited Liability Companies (PLLC’s) do not have to file an Annual Report. There is also a filing fee due with the Annual Report. For LLC’s and partnerships, the fee is $200, and for corporations, the fee is $25.

The due date for your business’s annual report depends upon the type of business, but generally April 15th is the deadline for most businesses. For corporations and partnerships, the annual report is due to the Secretary of State’s Office the 15th day of the fourth month following the entity’s fiscal year’s end. For example, if your fiscal year ends on December 31, your annual report for that year is due on April 15th.

Jesson & Rains offers a yearly plan for businesses that includes filing the annual report, among other things. This plan helps to ensure your privacy (if your business is ever sued, the lawsuit will be delivered to our office’s address); you will be less likely to fall victim to a scam (we will sort through and destroy junk mail); you will be more organized and have less paper (we will scan and forward your mail immediately to your attention after sorting); and we will ensure that corporate records and Secretary of State records are kept up to date.

We also offer an upgraded yearly plan that includes unlimited telephone access to attorneys throughout the year.

The consequence for not filing an Annual Report and/or paying the fee is that the Secretary of State can administratively dissolve your business. This means that you can lose the liability protection you enjoy by being a business, and a creditor may be able to come after your personal assets. You may also have to pay higher fees to reinstate your business once it has been dissolved by the Secretary of State’s Office.

If you have questions about filing your Annual Report or want to learn more about the annual plan services offered by our firm, you can click HERE, or feel free to reach out to Jesson & Rains directly!