Frequently Asked Questions

At Woods Fuller, we know that choosing the right attorney or law firm often begins with questions. Our FAQ page gives you straightforward answers about who we are, the services we provide, and how we work with clients. Whether you’re seeking guidance on our practice areas, wondering what to expect in your first consultation, or interested in learning more about our history and values, you’ll find helpful information here.

General

  • Woods Fuller offers trusted, full-service legal counsel backed by more than 135 years of experience serving clients across South Dakota and the greater Midwest. Our team of dedicated attorneys combines deep local knowledge with broad legal expertise, ensuring clients receive strategic, personalized guidance for their legal matters. Whether you're seeking support for a business transaction, personal legal issue, or complex litigation, Woods Fuller brings a collaborative, client-first approach and a proven track record of results. With offices in South Dakota, Iowa, and Minnesota, we’re accessible, responsive, and committed to helping you navigate the legal system with confidence.

  • Woods Fuller represents clients across a wide range of legal areas, offering comprehensive services in business law, litigation, estate planning, family law, employment law, health care, banking, real estate, intellectual property, and more. Our attorneys handle both straightforward and complex legal matters, from contract disputes and mergers and acquisitions to medical malpractice defense and agricultural law. We serve clients throughout South Dakota, Iowa, Minnesota, and the broader Midwest, providing the legal insight and regional understanding necessary to protect your interests and achieve favorable outcomes.

  • Yes — Woods Fuller offers legal services tailored to both individuals and businesses. For individuals, our team handles matters such as estate planning, family law, personal injury, and probate. For businesses of all sizes, we provide counsel on everything from formation and governance to mergers, contracts, litigation, employment law, and regulatory compliance. Our multidisciplinary team allows us to support clients at every stage of their legal journey, with the flexibility to meet evolving personal and professional needs.

  •  Woods Fuller is deeply committed to serving and strengthening the South Dakota community. Our attorneys and staff regularly volunteer their time, expertise, and leadership to local non-profit organizations, civic boards, and charitable events. In addition to pro bono legal work, we partner with causes that align with our values, helping non-profits navigate governance, compliance, and legal risk. Through hands-on service and professional support, Woods Fuller works to make a lasting, positive impact in the communities we call home. Learn more about our community involvement here.

Business and Corporate Transactions

  • There are many things to consider when forming a new business in South Dakota.  For example:  What is the business meant to do?  How will the business be funded?  How will it be taxed?  Will you be going into business alone or with others?  How will you divide the ownership of the business?  How about the right to control the business’s day-to-day operations?  How will those people make decisions for the business?  What happens if the decision-makers disagree?  What happens if someone decides to leave?  Will the business hire employees?  From where will the business operate?  What happens if the business gets sued?  How will your personal property be protected?  Does this sort of business require any state or federal licenses?  How do you obtain them?  Will the business operate only in South Dakota or will it cross state lines?  These and many other questions are best resolved when one first creates a business, rather than waiting until a problem arises.  For that reason, you should consult an attorney at the outset to guide you as you discern answers and to assist in preparing your business’s formation documents.

  • Acquiring or merging with another business is complex. An attorney can offer advice on structuring the deal to best protect you or your business’s interests, represent you in any negotiations with the other party and its attorneys, and prepare the documentation necessary to complete the transaction.

  • In the typical case, a company is created by filing articles of formation with the Secretary of State.  These articles establish the basic structure of the company and grant it formal legal recognition by the state.  In addition to the articles, a typical business will—at a minimum—need to (i) record meeting minutes or draft writings that install the company’s governing body and authorize that body to take the actions necessary to get the company off the ground, (ii) apply for an employer identification number from the Internal Revenue Service, and (iii) prepare the company’s bylaws or operating agreement, which will establish in detail how the company will function once formed.  Businesses that operate in specific industries, that seek a specific tax-advantaged status (such as 501(c)(3) nonprofits), or that have unique ownership structures will likely need additional documents to be prepared.  In addition, for businesses that plan to hire employees, it may be useful to prepare other documents—like internal policies, employee handbooks, or standard employment contracts—at the outset.  Ultimately, each business is different, and you should consult your attorney about what documents will be necessary in your case.

  • Woods Fuller’s attorneys will guide a business owner through the process of selling or dissolving a business, ensuring that the owner has complied with all relevant laws and that the transaction or dissolution is structured in a manner that best protects the owner’s interests.  In the case of a business sale, the attorney will also represent you in any negotiations with the other party and its attorneys.  And, finally, a Woods Fuller attorney will prepare the often-complex documentation necessary to complete the sale or dissolution.

  • Whether your business needs a Woods Fuller attorney on retainer depends on the extent of your legal needs.  For example, if your company (i) has a business model that involves frequent, large transactions; (ii) must comply with extensive government regulation; or (iii) frequently finds itself in court for one reason or another, it may be useful to have a Woods Fuller attorney on retainer to provide advice whenever the need should arise.  For other businesses, whose legal needs arise sporadically, it may be sufficient to retain an attorney in response to discrete issues or events.

Intellectual Property

  • Intellectual property includes patents, trademarks, copyrights, and trade secrets.  A patent is issued by the United States government and grants the patent holder the exclusive right to use or otherwise exploit a specified invention, such as a mechanical product or process, for up to 20 years.  A trademark consists of a word, phrase, symbol, design, or combination thereof that identifies a party’s products or services.  A trademark does not have a fixed expiration date and may be established by use, but registration of a trademark with the federal government provides more protection.  A copyright protects original works of authorship, such as a book, play, painting, or music, and exists as soon as the author fixes the work in a tangible form.  Registering a copyright with the federal government provides enhanced protection.  A trade secret is information the owner keeps secret and is economically valuable as a result of not being generally known or readily ascertainable.  A trade secret is not registered with the government and does not expire.

  • Woods Fuller has attorneys who can help you obtain a patent, register a trademark or copyright, and maintain and preserve trade-secret information.  We also have attorneys who can help protect and enforce your intellectual property rights through legal proceedings.  Our IP attorneys practice regularly before the United States Patent and Trademark Office (“USPTO”) and have appeared in federal courts in numerous states.

  • In addition to being highly knowledgeable in IP matters, Woods Fuller provides detailed and prompt attention and service to our clients.  We also provide great value to our clients, as our IP billing rates are significantly below the rates charged by attorneys in larger cities for the same work. 

  • Having a patent prevents others from making, using, offering for sale, selling, or importing the patented invention, which can provide a competitive advantage in your marketplace.  In the absence of patent protection, competitors can copy your product or process without you having the ability to stop them.  Having the exclusive right to use, make, and sell your invention for up to 20 years gives you time to recoup your costs of innovation and build your business reputation.  Patents are also assets owned by you or your business, which can be sold or licensed to generate additional revenue and value. 

  • In the United States, a patent application is prepared and filed with the USPTO, and then a patent examiner considers the patentability of the invention.  Often, the filing of a patent application is preceded by a preliminary patentability search to locate patent documents that may prevent the patenting of the invention to assist the inventor in deciding whether to file a patent application.  The application may be in either a provisional or a non-provisional form, depending upon the various licensors for allowing the licensee to use the intellectual property.

  • Obtaining a federal trademark registration secures nationwide protection of your trademark.  A federal registration provides a legal presumption that you own your trademark and have the right to use it.  Additionally, registered trademarks appear in the USPTO’s online database of registered marks, which reduces the risk of competitors adopting a similar name.  You are also entitled to use the ® symbol, which puts others on notice of your trademark rights.  A federal registration also creates a tangible business asset that may be sold or licensed.  Last, a federal registration can be used as a basis to file for trademark protection in foreign countries. 

  • To obtain a trademark registration, you need to file an application with the USPTO.  The USPTO  encourages applicants to utilize an attorney for trademark applications.  As your attorney, prior to filing the application, we will perform a clearance search to ensure the trademark does not potentially infringe any other previously registered marks.  In preparing the application, we will help you identify the appropriate classes of goods or services to apply to, confirm that you are able to show the required use of the trademark, and preemptively address issues to avoid potential hurdles.  Current USPTO examination times for new applications are approximately 8 to 9 months, so typically, clients can expect the entire process to take 12 to 15 months.    

  • Woods Fuller has attorneys who regularly handle trademark litigation when a dispute arises over a trademark.  Similarly, we have attorneys who have appeared in patent-infringement litigation—on behalf of patent owners and accused infringers—in a number of jurisdictions.  Our lawyers also routinely handle trade-secret matters. 

  • Woods Fuller attorneys regularly prepare and negotiate intellectual-property license agreements. An intellectual-property license agreement is a contract between two parties over the use of intellectual property, including anything covered under patents, trademarks, copyrights, and trade secrets.  A license agreement allows the licensee to utilize the intellectual property owned by the licensor based on whatever terms the agreement states. The agreement provides clear terms on how both parties can use the intellectual property and the compensation or other consideration to be received by the licensor for allowing the licensee to use the intellectual property. 

Real Estate Law

  • An attorney provides valuable support when engaging in commercial real estate transactions. Perhaps the most important role an attorney plays in a commercial real estate transaction is their ability to identify and resolve issues before they materialize, saving clients time and money down the road. A knowledgeable Woods Fuller real estate attorney will draft or review a purchase agreement to ensure their client’s interests are adequately protected, answer questions relating to the title of real property, and help navigate applicable zoning laws.

  • There are a host of legal issues that must be considered in a residential real estate transaction. Common issues include restrictive covenants or easements impacting the property, the marketability of title to the property due to unresolved liens, conflicting claims of ownership, and boundary disputes. A party may also need assistance in negotiating terms of the real estate purchase agreement. How these issues are addressed can have a meaningful impact on the purchase agreement’s value and enforceability.

  • A Woods Fuller real estate attorney plays a critical role during a commercial real estate closing. Our attorneys assist their clients by reviewing title documents and surveys. In addition, an attorney should draft or review all of the necessary closing documents to ensure the transaction is completed in an efficient and effective manner.

  • Woods Fuller can provide a wealth of knowledge at every step of a real estate development project. Woods Fuller attorneys help their clients identify development opportunities, evaluate risks, and navigate each step in a development project. A Woods Fuller real estate attorney supports their client by drafting and negotiating agreements with contractors, explaining applicable zoning and land use regulations, and navigating legal issues that arise during a project.

  • Woods Fuller has experts skilled in resolving all types of construction disputes. Woods Fuller can help ensure that contractors are adequately compensated for their work by filing mechanics’ liens and enforcing contracts. Woods Fuller attorneys also have vast experience resolving disputes over the quality and craftsmanship of work performed by contractors and can help ensure projects are completed in a safe, efficient, and timely manner.

  • Real Estate disputes often involve valuable property and complex disputes, making it necessary to have a skilled and experienced attorney representing your interests.  Woods Fuller can help resolve disputes in a fair and efficient manner. Our attorneys provide effective advocacy for their clients and can assist in achieving various forms of relief, including specific performance of a contract, monetary damages, placement or removal of liens, and even the resolution of boundary disputes.

  • In almost every situation, having an attorney prepare or review your lease is essential to ensure your interests are adequately protected. An experienced attorney will be able to identify pitfalls in agreements that are not immediately obvious to an untrained reader. An attorney will also help you understand your rights and obligations under the lease before you enter into the agreement.  Having an attorney draft or review your lease agreement can further ensure that your expectations are clearly communicated to the other party, reducing the potential for conflict in the future.