Published on:

dirt truckWhen you are hauled into court in a commercial litigation situation, there are many things you seek to accomplish. Ideally, you seek to avoid a finding of liability and avoid an award of damages. At a minimum, if the court awards damages against you, you want to ensure that your legal obligations from the judgment do not result in paying out a double recovery, which is one situation in which your Florida commercial litigation attorney can help. A recent case involving an owner of undeveloped land and its providers of materials (like fill dirt) eventually presented exactly such an issue of double recovery.

The case began after the property owner contracted with another entity, Outdoor Site Solutions, for the provision of “labor, services and materials which included fill dirt.” That entity then, in turn, contracted with another business, Hicks Trucking and Fill, for the labor, services, and fill dirt.

Eventually the owner and Outdoor wound up in a dispute, and that dispute led to a cessation of work on the project and then a breach of contract lawsuit (which was filed by Outdoor). At first, the case was only a breach of contract action. Later, however, Hicks joined the case, asserting a claim of unjust enrichment against the owner.

Published on:

tanning bedBusiness, like life, can be full of unexpected twists and turns. At every twist, turn, and hurdle along your path, it is important to understand what your options are, which is why you need a knowledgeable Florida business lawyer working for you. For example, take the 11th Circuit Court of Appeals case of a Southwest Florida commercial tenant whose tanning salon business encountered a hurdle when it received an unexpected and unfavorable zoning ruling. The salon tried to use the ruling as a basis for getting out of its lease, but the courts rejected that argument because the ruling did not create a valid “frustration of purpose.”

The would-be tenant was a UV and spray-on tanning salon. The salon and the landlord executed a lease in March 2013. The tenant, desiring to make certain improvements to the space, filed a permit with the City of Marco Island. The city rejected the permit, claiming that the use for which the property was zoned didn’t allow tanning salons.

The tenant promptly notified the landlord of the denial. The landlord first retained counsel on its end and then subsequently provided the tenant with a referral to a local attorney, whom the landlord claimed would give the tenant “the best shot at getting your use restriction lifted.”

Published on:

$100 billsThere are high-wealth South Florida divorces and then there are very high-wealth divorces. Back in July, the Palm Beach Post reported on the divorce of a couple who achieved significant success together in real estate, amassing wealth estimated to be around $750 million. Then, after more than six decades of marriage, the wife filed for divorce. The case presents an example of the many issues and complexities that can come into play when high-wealth individuals decide to divorce.

The then-newlywed couple, starting in the early 1950s, took a few investment properties and a business established literally in their kitchen and, over the next six decades plus, built an empire worth close to three-quarters of a billion dollars. Then, in 2016, the wife filed for divorce. The alleged motivation for the split was one that was not particularly unusual. According to the Post, the wife claimed the husband had found a new love and refused to end the relationship after she demanded it.

However, most couples’ divorces don’t entail numerous multi-million-dollar assets. The portfolio included shops in Palm Beach, restaurants in Delray Beach, bars in the Keys, and retail complexes in New York. The couple’s Palm Beach County assets alone were estimated to be worth roughly $160 million. Divorce matters involving large amounts of high-value assets can be complicated. First, the court must determine which assets are marital and which are non-marital. Additionally, the court must determine the value of each of the assets. This latter requirement was a main focus in this divorce, with “appraisers and accountants try[ing] to sort out the complexities,” the Post reported.

Published on:

constructionOne of the many issues that has been a subject of federal reform legislation over the last several years has been immigration. Two senators recently introduced a bill that, if passed, would make major changes to the way the United States handles legal immigration. Among the many changes the bill would make would be to end certain aspects of the old system, including the EB-5 visa program, the Miami Herald reported. Whether Congress passes the current proposal, passes some other bill, or does nothing at all, working with experienced Florida immigration attorneys can help you be sure you are prepared for whichever changes take place.

The new bill, officially known as the Reforming American Immigration for Strong Employment Act, or the RAISE Act, is designed to curtail the volume of legal immigrants entering the United States. The bill, introduced on Aug. 1 by Republican Senators Tom Cotton and David Perdue (of Arkansas and Georgia, respectively) has as a goal cutting legal immigration in half. Both senators’ offices confirmed to the Herald that the RAISE Act, if passed, would end the EB-5 program.

The bill would not kill off the EB-5 program individually but would actually cease all employment-based categories for legal immigration. In their place would be a “points based” system for determining qualification for immigration. Other countries like the United Kingdom, Canada, and Australia already use a points-based system for qualifying immigrants.

Published on:

superyachtIf you find yourself in need of pursuing a civil lawsuit based upon the false statements someone made to persuade you to sign a contract, it is important that you take the proper preparations necessary to build your case. This includes retaining skilled Florida commercial litigation attorneys, who can help you collect your evidence and develop your case. For one plaintiff in a recent commercial contract case, the key to success was establishing that the presence of an “as is” clause in the contract did not bar the later assertion of a fraudulent inducement claim based upon statements made during the negotiation process.

The contract at the center of this case was one for the purchase of a yacht. A North Carolina-based LLC agreed to buy a used 105-foot luxury super-yacht from a seller in Palm Beach County. The contract included a $6.8 million purchase price. The contract also contained an “as is” clause that stated that the buyer took the vessel in as-is condition and that the seller provided no warranties whatsoever. The agreement, however, came with an addendum that inserted an express limited warranty into the deal. That warranty covered “certain manufacturing and design defects for a period of one year from the contract date.”

Unfortunately for the parties, problems emerged shortly after the completion of the sale. The buyer sued, alleging that the seller made “numerous false representations regarding the yacht’s condition” during the course of the negotiation process. First, the buyer alleged that the seller affirmatively stated that the vessel was MCA LY2 compliant. (MCA LY2, which was later superseded by MCA LY3, is a set of safety and pollution prevention standards.) The seller also told the buyer that the yacht was built to DNV standards, but that wasn’t true either, according to the buyer.

Published on:

question markA classic comedy bit from the first half of the 20th century involved Abbott and Costello and a baseball game. While “Who’s on First” may be good for a laugh, it also points to a basic truth – which is the importance of understanding the true identities of all of the essential players in a given setting. That can be very important in your Florida landlord-tenant dispute. If you, as the tenant, need to sue or defend against a lawsuit, it is very important to make sure that the litigant opposing you is legally entitled to claim to be your landlord. In a recent dispute in the Tampa Bay area, the tenant was able to use a lack of clarity on that subject matter to avoid summary judgment in an eviction action.

The owner of a St. Petersburg fish restaurant signed a commercial lease for a space in South St. Pete. The lease’s rent provision stated that the tenant was to pay either a flat amount or a percentage of gross annual revenues, whichever was greater. The restaurant timely paid all of its rental obligations in accordance with the flat-rate base rent provision. According to the landlord, the problem was that the tenant, after 2007, stopped providing its financial information to allow for a determination if the restaurant owed rent in excess of the base rate as a result of the volume of revenues it took in.

The landlord, Maximo Harborage Marina, LLC, sought an order of eviction and a determination of rents in the summer of 2014. Unfortunately for the landlord, it was not current with some of its mandatory filings with the state Division of Corporations, so it could not litigate the case. The landlord eventually substituted another LLC, JMS Marinas, LLC, as the plaintiff in the eviction case.

Published on:

broadcast towerIn some cases, the preferred outcome is a victory on the merits of the dispute. In other situations, though, the best outcome is to avoid adjudication on the merits of the case entirely, if that adjudication would take place in some remote and disadvantageous jurisdiction. Retaining skilled Florida business lawyers  is vital, whether you’re seeking to get a case thrown out for lack of jurisdiction or seeking to avoid that outcome. For a New York-based investment firm, its objective was to avoid litigating a dispute with a Florida-based company in the Florida courts. Since the Florida entity never established that the investment firm did business in Florida or committed a business tort in Florida, the out-of-state entity was able to prevail on its dismissal request.

The two sides at odds in this dispute were a Lakeland-based entity that managed broadcast towers and a New York-based investment firm that the Florida company solicited as an investor in an effort to buy broadcast towers that CC Media Holdings, Inc. (Clear Channel) was offering for sale.

The New York company agreed to invest, but the two companies’ bids to buy Clear Channel towers failed. While the negotiation for the sale of the Clear Channel towers was ongoing, the investment firm purchased a 17% stake in another company, based in Boca Raton. Ultimately, that Boca Raton company was the winning bidder in the Clear Channel tower sale.

Published on:

houseSometimes, in civil litigation, you may find yourself in the position of losing a battle but still winning “the war” in your Florida commercial litigation action. That was the case for one roofing subcontractor in its breach of contract lawsuit against a general contractor that had not paid the subcontractor’s invoice. While the Fifth District Court of Appeal ruled that the merger clause in the two parties’ agreement meant that the contract applied retroactively, which was a position argued by the general contractor, the court nevertheless concluded, even with the retroactive application of the contract, the subcontractor was still entitled to be paid as it had advocated.

The dispute in this case was a contractor-versus-subcontractor matter. In 2010, a licensed general contractor inked a deal with a historic mansion’s owner to do various work. One task was installing a new roof on the mansion. The contractor retained a licensed roofing subcontractor to do the roof work. That contract, consummated in June 2011, stated that payment was due upon completion of the work. By the time that the contract was signed by both sides, the subcontractor had already completed roughly 90% of the roof work.

When the subcontractor finished, it invoiced the general contractor for $22,370. That was in the late spring of 2011. The general contractor disputed some of the subcontractor’s charges, and it did not pay the subcontractor anything for the work.

Published on:

gavelIn a dispute occurring as part of a South Florida bankruptcy case, a federal judge ruled against dismissing the case on account of the debtor’s bad faith in filing the Chapter 11 petition. The bankruptcy court decided, in refusing to dismiss, not that the debtor lacked bad faith but that dismissing the petition might possibly run contrary to the best interest of some of the debtor’s unsecured creditors, leaving dismissal as an unfair outcome for them.

The debtor who filed for bankruptcy in this case was a part-owner of commercial property in Miami. In 2010, the business filed a lawsuit against its bank, from which it had borrowed money repeatedly on a series of Small Business Administration loans. The bank later sued the business, and the bank won, receiving a damages award of $667,000 on Aug. 16, 2012. In a Feb. 2015 order, the court ordered the business to pay the bank $841,000 in attorney’s fees.

As part of this process, the business’ commercial property was ordered to be sold in a foreclosure sale. That sale was postponed twice. On the day before the third scheduled foreclosure sale, the business filed its petition for Chapter 11 bankruptcy. The debtor had a reorganization plan that involved renting space in its commercial property to a medical marijuana business.

Continue reading →

Published on:

empty officeA recent commercial lease dispute between a landlord and a tenant of a property in Miami-Dade County presented the question of whether the parties’ negotiation communications and the tenant’s remaining in the space amounted to a renewal of the parties’ lease. Ultimately, the Third District Court of Appeal affirmed a lower decision holding that the evidence in the case did not demonstrate a lease renewal, but the tenant did owe the landlord rent as a “holdover” tenant.

Continue reading →