Florida Business Lawyers Blog

Business is more global than ever these days. With that comes many benefits. It also, however, raises the possibility of your being hauled into court in far-flung places in commercial litigation actions like breach of contract lawsuits. When that happens, you may have the possibility to avoid litigating in that place if you can show that the courts there don’t have jurisdiction over your business. To do that in a Florida case, though, you’ll need skillful South Florida legal counsel who can make the jurisdictional arguments you need.

A recent case from here in South Florida addressed the issue of what does or does not amount to the required amount of “minimum contacts” necessary to trigger the jurisdiction of Florida’s courts. The case involved one Miami-Dade County entity and one very long-distance entity. A Doral-based food company had allegedly contracted with a Canadian heating-and-air-conditioning (HVAC) company for the installation of an industrial air vacuum machine. At some point, the business relationship deteriorated, and the client sued the HVAC company for breach of contract.

The factual details of what went wrong between this Florida company and its Canadian contract partner weren’t really the most instructive part of this case. Rather, it was the issue of jurisdiction that would become the key. (The Canadian company sought to get the case thrown out of court by arguing that the Florida courts did not have jurisdiction over it.)

Whether you are an employee signing a new employment agreement or you are a business entering into a new commercial contract, there are certain areas of your contract where it is particularly important to pay extra close attention to the “fine print.” One of these is the arbitration clause that may exist in your agreement. When it comes to negotiating – and later enforcing – these and other elements of your commercial contract, you’ll want to rely on representation from an experienced South Florida litigation attorney.

As an example of how a well-worded arbitration clause can work to protect your interests, look at this case from the Tampa area. A local aviation authority awarded a contract to a Texas construction firm for the building of a rental car facility. The contractor hired an Orlando firm to serve as one of its subcontractors. The agreement between those two entities stated, in part, that certain disputes “shall be resolved by arbitration pursuant to the Construction Industry Rules of the American Arbitration Association then prevailing.”

Eventually, there was a dispute. The subcontractor sued the contractor for breach of contract, alleging that the aviation authority paid the contractor, but that the contractor did not pay the subcontractor what it was owed. The contractor sought to compel arbitration, but the trial court ruled for the subcontractor.

You’re probably familiar with the old phrase “more than meets the eye.” A lot of commercial litigation cases can fit within that definition, which Merriam-Webster says is “more (to something) than there appears to be at first.” You may think your commercial dispute is just a straight-forward breach-of-contract matter but, upon closer inspection by a skilled South Florida commercial litigation attorney, there may be multiple ways you’ve been harmed, and multiple causes of action you can bring in court, ranging from contract claims to tort claims to statutory claims. All of this, of course, has the potential to require your diligent attorneys to spend many, many hours on your case, which could mean a large fee.

One way to curtail that cost is to win at trial and then to file the appropriate motion to obtain an order where the judge demands that the other side pay some or all of your attorneys’ fees. This can be very important for some businesses, giving them the ability to resist the temptation to walk away from a valid case simply due to cost concerns. On the flip side, losing an attorneys’ fees motion could be something that is extremely damaging if you’re on the wrong end of such an order. That’s why it is important to understand exactly what the law requires and how you can overcome an opponent’s request that you pay for its’ lawyers.

This was the case for one Coconut Grove-based company in court recently. It had been locked in a prolonged and complex construction lien case with a Mississippi-based construction firm. The action included multiple claims. In the end, the construction company won on some claims and lost on some. Nevertheless, it filed a motion for attorneys’ fees, arguing that it was the “prevailing” party and entitled to recoup fees.

In business, there are several things that are very important to your success, and some of those things are inevitably secret. Having those secrets get out could do great damage to your future success as a business. To protect your business and your place in the marketplace, you need to act aggressively to protect the trade secrets you possess. As part of doing that, be sure you have an experienced South Florida commercial litigation attorney on your side to protect your interests.

As a practical example, there’s a recent case decided by the First District Court of Appeal. The case arose after the state’s non-profit corporation running a children’s dental health program solicited bid proposals from dental plans. Four entities submitted proposals. The corporation awarded contracts to three of the four bidders, including an entity based in Fort Lauderdale.

The one unsuccessful applicant filed a public records request, seeking all of the documents related to the Fort Lauderdale entity’s proposal, including those denoted as “trade secrets” or “confidential.” The Fort Lauderdale entity sought a declaratory judgment, asking the judge to declare the trade secret records exempt from disclosure. The trial judge ruled that the documents were not trade secrets and ordered full disclosure.

Whether you are entering into the sale of a business, working out the sale of a parcel of property or establishing a set of terms for a commercial lease, any one of these business activities comes down to a single thing – an underlying contract. The contract is the foundation for the entire transaction and, when a party breaches that agreement’s terms, causing you to suffer harm in the process, then you may have a claim for breach of contract. Pursuing that claim requires the closest attention to detail, as every word in the contract may matter and every decision you make, right down to the attachments you do or don’t include in your breach of contract complaint, can be the difference between success and failure. Experienced South Florida commercial litigation counsel can help you be sure you are best equipped to come out on the side of success in your case.

When it comes to the importance of details, a recent case from Fort Pierce is an example. The case involved a commercial property in that city. A grocery store was the tenant, and the lease agreement gave that tenant the right of first refusal in purchasing the property from the landlords. In 2017, a buyer expressed interest in buying both the grocery business and the property.

According to the grocery, it agreed to waive its right of first refusal. It allegedly did so to facilitate the buyer’s negotiations for the property purchase, but conditioned this waiver on the buyer proceeding with his purchase of the grocery. Allegedly, the buyer was not sincere in his overtures about buying the grocery. According to the tenant, the buyer quickly completed the purchase of the property, knowing that the lease agreement gave any new owner of the property a period of 60 days in which to terminate the lease agreement. After the sale was concluded, the buyer allegedly ceased attempting to buy the grocery and instead began efforts to evict the tenant.

When a competitor sues you for violating the Florida Deceptive and Unfair Trade Practices Act (FDUTPA), that lawsuit has the potential to be very damaging for your business. Among other problems, a successful verdict against you may mean a judgment forcing you to pay a large sum in damages. Obviously, your goal is to fight back and to achieve success. As with any type of commercial litigation action, there are varying degrees of success. One of the highest forms of success is persuading the judge hearing your case either to dismiss the action or to grant summary judgment in your favor. Knowing how to perform the right kind of discovery to get helpful information, and then putting that information to use to get the summary judgment you need, is one aspect among many where having a skillful South Florida commercial litigation attorney on your side can go a long way toward getting your that total success you need.

A recent South Florida FDUTPA case was an example of effective pre-trial litigation by a defendant to achieve that high level of success. The case was a dispute between two auto dealerships over the replacement of defective air bags. The plaintiff was a Toyota dealership in West Palm Beach and the defendant sold Fiat Chrysler automobiles in West Palm Beach and Fort Pierce. Both dealerships sold used cars.

The problem arose after the National Highway Traffic Safety Administration ordered a regional recall of certain airbags in Florida. The Toyota dealership continued to accept as trade-ins used vehicles with those airbags, but then replaced the airbags before offering them for sale on its used car lot. This allegedly caused it to incur substantial expenses for storage and airbag replacement.

When you decide that you want to pursue litigation to resolve a commercial dispute issue, there are several choices that you must make. One of those is where to file the lawsuit. You must make sure that the place you’ve selected is somewhere where the courts have jurisdiction and also somewhere that is an appropriate venue for the case. These are two different legal concepts and are governed by two separate legal standards. A shortcoming on either one, whether it is a lack of jurisdiction or improper venue, can result in your case being moved or dismissed. Contact a knowledgeable South Florida commercial litigation attorney to make sure your case has what it takes to clear all of the procedural hurdles.

A recent contract dispute in Florida was an example of this issue in action. The underlying dispute was one between an Alachua County church and a Martin County-based cell phone tower services provider. The church and the provider had a written management agreement that described the contents of their deal.

The relationship deteriorated and the provider sued, alleging breach of contract. The provider brought its case on its “home turf,” filing in Nineteenth Judicial Circuit, which is in Martin County. That led the church to fight back by filing a motion asking the judge dismiss the case or else to transfer it away from Martin County due to improper venue. The plaintiff asserted that Martin County was a proper venue because it was asking for liquidated damages payable in that county.

If you are trying to resolve your commercial litigation action through settlement, and you and the other side agree to a settlement, you may have various tools to force the other side to honor the terms of that deal. One is to ask the court to issue an order to enforce the settlement agreement. When you ask the court to issue such an order, it is very important to have ample evidence to establish that you and the other side had an enforceable agreement. You need some sort of persuasive proof that establishes that there was a clear set of terms and that there was mutual assent to those terms. To help you accumulate and present the evidence you need in your case, be sure you have experienced South Florida commercial litigation counsel representing you.

As an example of the sort of proof that is sufficient, and what is insufficient, a recent case from here in South Florida is illustrative. A Florida real estate deal that failed was the basis for litigation. A Palm Beach County optometry office sued a real estate entity over the failed deal. The parties litigated for a period of years, then began to negotiate a settlement.

Disagreement erupted anew after the sides disputed whether or not they’d actually consummated a binding settlement agreement. The defendants, believing that they had a binding settlement in place, asked the judge to issue an order to enforce the agreement. In support of their motion, the defendants brought to the judge emails between their lawyers and the plaintiffs’ lawyers, as well as a deposition given by the representative of the defendants’ insurer.

Back in 2015, the resolution of a British commercial litigation action provided a lesson in how small details can have big importance. The resolution of a $29 million (U.S.) contract dispute hinged upon the interpretation of one single word in the contract. Here in Florida, the difference between success and defeat in commercial litigation actions can similarly mean that millions of dollars may hinge upon just a few words. That’s why, whether you’re negotiating, executing or litigating a commercial contract, it pays to have South Florida commercial litigation counsel who knows how to deliver results.

Here is a case that is just another recent example. In 2016, the owner of several medical centers and health care entities agreed to sell an 80% ownership stake in the corporate entities that controlled those assets. A West Palm Beach-based private investment firm agreed to make the purchase, with the sides agreeing to a purchase price in excess of $100 million. The precise amount was to be calculated based upon a stated multiplier of the seller’s operating business earnings. The contract also laid out a non-judicial mechanism for resolving disputes if there was disagreement about the exact purchase amount.

A dispute did erupt and the seller sued in state court in Miami. The buyer then filed a motion asking the judge to issue an order compelling the two sides to use the non-judicial dispute resolution process stated in the contract. The mechanism in question involved the “designation of a neutral accountant” and the use of certain procedures outlined in the agreement.