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gearsIn any commercial contract, there are several things you are going to want to be sure the document has. However, in addition to having each of the “nuts” and “bolts” that are necessary to accomplish your objectives, all of the contract’s pieces need to mesh together into one cohesive, clear, and unambiguous agreement. If the document lacks clarity and unambiguity, this may lead to problems for you later, including in circumstances in which you need to litigate a dispute over the agreement, as one commercial landlord found in its recent Florida court case. To protect your interests, make sure you are working with an experienced and knowledgeable Florida landlord-tenant attorney when it comes to the preparation of your lease agreement.

The recent case was a dispute between a Miami-Dade landlord and its commercial tenant. The tenant was a seller of watches, jewelry. and other valuables. The landlord provided a master safe for storage of the tenant’s valuable items. The lease contract stated that the landlord assumed no legal responsibility for losses due to burglary, fire, or the vault doors failing to close properly. At some point, the tenant suffered a loss and sued the landlord for that loss. According to the tenant’s lawsuit, the landlord allowed an unauthorized person to access the master safe, and that unauthorized person removed $2 million worth of the tenant’s items.

The landlord took the logical step of asking the trial judge to throw out the case. The landlord’s argument was that the exculpatory clause in the lease agreement clearly covered the scenario that triggered the tenant’s loss, which meant that the landlord had no liability, and the tenant had no case. The trial judge agreed and ordered the matter dismissed.

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Legal News GavelIn the course of your commercial litigation action, you may reach a point at which your interests dictate getting a court order that prevents your opponent from taking certain actions. If you decide to seek an order of injunctive relief, there are certain specific things that you’ll have to demonstrate to the court in order to succeed. Whether you are seeking to use an injunction or some other legal tool to advance your interests in your commercial dispute, it pays to make sure that you have a skilled Florida commercial litigation attorney on your side.

One recent commercial contract case from Miami provided an example of what it takes to get a valid injunction. The basis for the underlying case was a commercial services agreement that called for one entity to provide services and to advance funds to the other entity. In exchange for the provision of services and advance of funds, the service provider was to receive a 20% interest in the profits of the other entity, an investment company.

There are certain circumstances under which a business agreement and compensation provision like the one outlined above might be easily workable. There are other situations, though, in which it can become complicated. A circumstance in which the business arrangement sours and in which the recipient of services owns exactly one asset, which it is poised to sell, is an example of the latter. That was the situation facing this service provider. It had not received the compensation to which it thought it was entitled, and the entity that owed payment to it was allegedly on the verge of selling its only asset and distributing those proceeds.

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Legal News GavelIn some cases, completing your trial and getting a favorable verdict and an award of damages is the end of the line. In other cases, securing a judgment is just one step among many in obtaining the final outcome you need. Your situation may dictate that you have to take one or even multiple legal actions in order to get the money that the trial court said you were owed. These situations illustrate the importance of having experienced Florida commercial litigation counsel who can help you at every step required to get the compensation owed to you.

A recent case from South Florida is an example of a scenario in which the award of damages was not the “end of the road.” The owner of a fast-foot restaurant chain and an ice cream brand had sued a Panamanian corporation in Panama and won, with the court awarding damages to the plaintiff. In seeking to collect on its judgment, the plaintiff engaged in further investigation and discovered that a third party held, in a bank account in Miami, more than $13 million in funds. The significance of this entity and its bank account was that, allegedly, that third party owed the defendant $13 million.

Since the money allegedly was owed to the defendant, and the defendant owed the plaintiff payment of the damages award, the plaintiff served a writ of garnishment on the bank. The writ of garnishment is the tool that allows you, as the creditor, to seize money owed to you by a defendant, even though that money is held by a third party. Sometimes, these writs can be used to seize from an employer the wages of an employee who owes a court-ordered obligation or payment. Other times, it can be used in situations like this.

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Legal News GavelIn your commercial litigation case, there are several things that are necessary parts of achieving the beneficial result your business needs. One of these is understanding the rules of court procedure and using them accordingly. The proper use of the rules can aid your case, while failing to follow the rules can possibly be fatal to your case. This is just one of many areas in which it helps to have representation from an experienced Florida commercial litigation attorney.

One case in which the rules of procedure played a key role was a commercial lease dispute from Miami-Dade County. The plaintiff in the case, which was recently decided by the Third District Court of Appeal, actually sued three entities.

When you file a lawsuit in civil court, you have certain procedural rights. For one thing, the rules say that you may amend your complaint one time “as a matter of right.” In this case, the plaintiff availed itself of that right and filed an amended complaint. The filing of this amended complaint happened before any of the defendants had filed anything in the case. The trial court gave the plaintiff “assurances that the plaintiff would have an opportunity to amend.”

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Legal News GavelMany times, winning your commercial litigation action may come down to the factual evidence you have. In other situations, achieving a fully successful result also requires a detailed knowledge of the rules of court procedure, as one case originally from Palm Beach County recently demonstrated. The rule that the plaintiff cited in its court papers made all of the difference in allowing that party to sue all of the defendants it desired to include in its contract dispute case. This example demonstrates how the knowledge and skill of experienced Florida contract litigation counsel can help you achieve favorable results.

The origins of the case began with a commercial contract between a precious metals and rare coins company and a marketing entity. The marketing entity agreed to promote the coin company’s publications for 15 years. In exchange, the coin company agreed to pay the marketing firm a percentage of net revenues.

Eventually, the relationship soured. The coin company sued the marketing firm in federal court, alleging violations of federal intellectual property law, as well as asserting state law claims. The federal court decided to dismiss the state law claims from the federal action, and those went forward in a separate state law case.

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laundry roomThere can be a lot of situations in which a property owner’s taking direct action against a lessee can have extremely serious and negative consequences for the lessor. There are many cases in which lessors have encountered significant legal trouble because they engaged in “self-help.” Generally, lessors that run into problems with regard to self-help are ones that undertake to evict a lessee without going through the proper legal procedures. In other situations, though, a property owner, as long as it is not functionally evicting its tenant without proper legal process, can take some steps to protect its business interests. A recent case originating in Palm Beach County concerns a property owner whose actions were legal and did not, contrary to its lessee’s arguments, violate Florida’s unlawful detainer law. To make sure that the actions you are taking to enforce your rights under a lease are legally permissible, make sure that you are consulting with knowledgeable Florida commercial landlord-tenant lawyers.

The contract that spawned the lawsuit was an agreement between a Boca Raton condominium association and a provider of commercial laundry equipment. The provider agreed to place its commercial washers and dryers in each of the association’s 26 buildings. The lease agreement expired in October 2014, but the arrangement continued after that on a month-to-month basis.

After complaints by residents, the association selected a new laundry machine provider in 2016. By late September, the new provider’s machines were at the site and ready for installation. With the association’s permission, the new provider disconnected and moved each of the old provider’s machines. The machines were not damaged and remained in an unlocked area accessible to the provider. The association sent a letter demanding that the provider remove the machines within 15 days or face an eviction lawsuit. The provider timely removed its equipment.

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Legal News GavelFor many businesses considering filing Chapter 11 bankruptcy, the option exists to consider multiple different locations as the place where the bankruptcy case will be filed. Part of this decision-making process means analyzing the state of the law in each available venue. A recent decision by the 11th Circuit Court of Appeals regarding the power of courts to enter certain injunctions in bankruptcy cases provides a clear signal that, as a debtor, considering the states within the 11th Circuit, including Florida, may be a beneficial move. Before you decide where you will file your Chapter 11 case, it is helpful to consult with an experienced Florida bankruptcy attorney.

The case recently addressed by the 11th Circuit court involved the viability of what’s called bar orders, or permanent injunctions entered by the bankruptcy court that prevent entities from bringing certain other legal actions. The underlying case involved a business that owed a chain of nursing homes. The business experienced some problems, however, in the form of resident deaths. In anticipation of litigation and high-dollar negative outcomes in those cases, the business took preemptive action. It established two new corporate entities. It sent the company’s assets to a holding company and then transferred ownership of the now-assetless corporation to the other newly formed entity. This meant that the latter entity took on all of the business’ liabilities, including patient wrongful death lawsuit awards in excess of $100 million, but none of the assets.

After discovering the maneuver, the estates of the deceased residents filed an involuntary Chapter 7 case in Tampa and also launched an adversary proceeding. The goal was to invalidate as fraudulent the transfers that had sent the assets into a holding company while sending the liabilities, including the estates’ judgments, into a judgment-proof shell company.

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Legal News GavelSometimes, in Florida. when landlords and tenants become embroiled in a dispute and in subsequent litigation, it becomes necessary for the court to handle and hold the rent payments that are owed under the terms of the commercial lease. Once those payments are made into the court’s registry, who has the right to obtain those funds if your case involves multiple parties like a landlord, a tenant, and a subtenant? For answers to questions like these and effective representation in your commercial leasing litigation, retain the services of an experienced Florida commercial landlord-tenant attorney.

One recent case from South Florida involved this mix of a landlord, a tenant, a subtenant, and the court registry. The Broward County building owner had leased a space to a pilates business. That tenant eventually subleased part of the space to a plastic surgery and cosmetic medicine office. For the subtenant, the arrangement made good business sense, since the subtenant counted on the traffic from the pilates studio to funnel some additional business to its plastic surgery and cosmetic medicine business. Additionally, the sublease agreement called for the tenant to provide marketing services for the subtenant’s office.

Before the lease ended, though, the tenant left the premises. The subtenant then stopped paying rent. It contended that its business required the traffic provided by the pilates business and that it was no longer getting the benefit of the marketing services promised to it in the sublease agreement. That spawned litigation, with the tenant seeking an order of eviction and money damages for breach of the lease, while the subtenant sought money damages for unjust enrichment. Once the case entered litigation, the subtenant paid its rent but paid it into the court registry, as required by Florida law.

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Legal News GavelIn any contract, including commercial leases and their associated personal guarantees, the choice of language is often extremely important. Sometimes, even seemingly small things make huge differences. That’s why it is so important to make sure that you carefully negotiate each term and then diligently defend the rights and benefits that you negotiated in your agreement. To ensure that you have the resources you need to make this happen, make certain you have experienced Florida commercial litigation attorneys on your side.

One example of a case in which the agreement’s precise wording made all of the difference was a landlord-tenant dispute at one of Orlando’s popular outlet malls. The tenant was a Caribbean restaurant, and the lease agreement called for the restaurant’s founder to sign a personal guaranty. Personal guarantees have become more commonly included terms within commercial leases ever since the economic downturn of the previous decade.

In the restaurant’s case, the guaranty provision in the lease said that, if the tenant defaulted, the guarantor would become responsible for paying the sums that remained due and owing. One key aspect of the case was the choice of wording used in the guaranty clause. The guaranty provision said that the guarantor “shall on demand of Landlord fully and promptly pay all Rental and other sums, costs, and charges to be paid by Tenant, … and in addition shall, on Landlord’s demand, pay to Landlord any and all sums due to Landlord under or pursuant to the terms of the Lease.”

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Legal News GavelReports swirled for months about the financial health of the toy retail giant, Toys R Us, especially after the store filed for Chapter 11 bankruptcy. Several recent reports paint an especially ominous picture, since sources have indicated that Toys R Us will convert its Chapter 11 bankruptcy reorganization into a Chapter 7 liquidation. The increasingly bleak picture for Toys R Us does, however, serve as a reminder of some useful points of bankruptcy law:  namely, the conversion from a Chapter 11 to a Chapter 7, or vice versa. For analysis regarding your options in bankruptcy, make sure you have a knowledgeable Florida bankruptcy attorney representing you.

The toy retailer initially filed a voluntary Chapter 11 bankruptcy filing in September 2017. At that time, the business had $4.9 billion in debt. Six months later, the efforts to keep the business going may not have been successful. The store’s holiday season sales fell short of targets, and some reports indicated that the store missed a vendor payment. With these setbacks, the odds of the chain converting its bankruptcy filing to a Chapter 7 and beginning the liquidation process immediately have significantly increased.

So what goes into the decision regarding whether to file a Chapter 11 or Chapter 7 bankruptcy? One thing that may influence this decision is control. A debtor loses control of its assets immediately upon filing a Chapter 7 bankruptcy, since a bankruptcy trustee then takes control of the assets and liquidates them in accordance with the law. Due to this total loss of control immediately after filing a Chapter 7 bankruptcy, many businesses that harbor any realistic prospects of reorganizing successfully and surviving will initially elect to file a Chapter 11 bankruptcy.