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A few decades ago, a U.S. president once famously responded to a question under oath by noting that “it depends on what the meaning of ‘is’ is.” Whatever one’s opinions of that statement, the reality is that, in the law, sometimes the outcomes of disputes hinge upon small phrases or even single words, and the very precise definition of those terms. That is especially true when it comes to commercial contracts and commercial litigation. That is why you should make sure you have highly skilled Florida business and commercial attorneys to meet your commercial contract needs.

As an example, take a recent case that originated in Palm Beach County. A real estate contract called for the making of payment if one of a list of several triggers took place. The first of those criteria was a “sale of the property’ at a designated street address. Eventually, the property in question was sold… at a foreclosure sale.

The party scheduled to receive payment under the contract argued that this was a valid trigger and payment was owed. The party owing payment contended it was not and refused to make the payment. The case went to trial and the singular key to the outcome was: what did the contract mean when it said “sale of the property”? Did that term include any sale or did it implicitly exclude involuntary sales like foreclosure sales? More specifically, was it clear what the contract meant? If it was not, then the parties were entitled to bring in outside “parol evidence” at trial. If it was clear, then outside evidence was inadmissible.

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While one always enters into a business relationship hoping and expecting the best, there are many ways that a commercial leasing arrangement can go wrong. There can be damage to the property, a failure to maintain the property or non-payment of rent. These and more can sometimes trigger a need for litigation. With commercial rent disputes comes the possible need for using the court registry. Whatever challenges your commercial lease dispute poses, make sure you’re prepared with experienced Florida commercial litigation counsel.

One recent South Florida case was just such a dispute between a commercial tenant and a landlord. The business relationship started with a tenant signing a commercial lease to operate a gym in a space in Palm Beach County. The lease dictated an amount of fixed rent the tenant owed. An additional section of the lease provided for some reduction to the tenant’s rent if the space encountered damage and the repairs to that damage impeded the operation of the tenant’s gym. Specifically, the lease stated that the rent “will be reduced proportionately to the extent to which the repair operations interfere with the business conducted on the Premises by Lessee.”

As fate would have it, damage did occur. The property encountered roof problems and, according to the tenant, water damage and debris from roof repairs harmed his business’ gym equipment.

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Your sales distribution agreement is undoubtedly a very important contract to you. Whether you are the manufacturer or the distributor, these agreements can be vital to the success of your business. It stands to reason, then, that a breach of the agreement by the other side can be devastating to your business. Generally, proof of a breach will only entitle the injured party to monetary damages although, in some narrow circumstances, an injured party may be entitled to an injunction. To learn more about your array of options if you’ve been harmed by the breach of a commercial agreement, talk to an experienced South Florida commercial litigation attorney about your case.

One recent South Florida case offered a real-life example of a scenario that did not warrant an award of injunctive relief. On Jan. 1, 2017, a medical device company entered into an agreement with a distributor of medical devices. The agreement called for the latter to become an exclusive distributor of the former’s products in a specific sales territory for a period of five years. The agreement contained a clause that barred the distributor from selling products or services that the manufacturer considered to be in competition with its own.

Almost 12 months later, the two entities wound up in court. The manufacturer accused the distributor of breaching the contract. The manufacturer alleged that the distributor tried to unilaterally cancel the agreement and also solicited business on behalf of one of the manufacturer’s chief competitors.

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There are certain principles that can apply across an array of areas of the law. In many settings, it is good advice to “get it in writing.” The ability (or lack thereof) to produce a written document that supports your assertions regarding the terms of a statement or agreement can be essential to a successful outcome. This is also true in some bankruptcy situations. According to a recent U.S. Supreme Court decision, a debtor was able to overcome a claim of non-dischargeability and discharge a debt because the creditor lacked a written document to support its claim that the debtor engaged in falsehoods regarding his financial condition. As with any bankruptcy issue, it is worthwhile to ensure that you have knowledgeable South Florida bankruptcy counsel working for you.

The origins of the bankruptcy case began with a client who hired a law firm in Atlanta to represent him in a business litigation matter. Eventually, the client fell behind on legal bills to the sum of nearly $60,000. The firm threatened to cease representing the client, but he told them he was expecting a tax refund of $100,000. The firm relented. The client’s refund was actually around $60,000, and he spent the whole amount of his business, paying none of it to the law firm. In a later meeting, he told the firm that he had not yet received the refund. Based on that statement, the firm went forward, litigating the case to completion.

The law firm eventually had to sue for the unpaid fees, and a Georgia court awarded it $104,000. Along the way, the client filed for bankruptcy. The law firm filed an action in the bankruptcy, arguing that the $104,000 debt the client owed was not dischargeable.

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Sometimes, if you possess substantial assets, you may find yourself in a situation in which personal affairs and business affairs overlap. For example, what happens if you discover that the spouse whom you are in the process of divorcing has improperly taken funds from your accounts? Must you litigate these issues in the divorce, or can you bring a separate civil lawsuit? If you find yourself facing a circumstance like this, you should be certain to contact knowledgeable Florida divorce counsel in order to get the answers you need to protect yourself and your business.

The questions in the preceding paragraph were central to a recent case originating in Palm Beach County. In that Palm Beach case, the husband held several substantial assets that, according to the husband, the wife improperly re-directed to herself and her mother. According to the husband’s lawsuit for breach of contract and tortious interference with a business relationship, the wife’s misconduct caused the husband to be rejected for a mortgage on a $2.5 million house.

At the same time that the husband was attempting to proceed with his tortious interference and breach of contract case, he also had filed a petition for divorce. The trial court in the husband’s contract case concluded that the contract lawsuit must be dismissed. Whatever misconduct the wife did or did not commit, she did it during the marriage, which meant that the divorce case was the one and only proper place to litigate those issues, according to the trial judge.

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Earlier this year, the U.S. Department of State published the statistics for fiscal year 2017 regarding the country-by-country breakdown of immigrants availing themselves of the EB-5 visa program. A trend in recent years that continued in 2017 was the dramatic uptick in Brazilians using the program. That increase also potentially serves as good news for investment projects in South Florida, which tends to be a leading target of Brazilian investors. To get the advice and advocacy you need regarding your visa application, make sure to retain the services of an experienced Florida immigration attorney.

In 2017, just like 2016, Chinese immigrants were the main users of the program, making up 75% of the pool of EB-5 visa recipients (as opposed to 76% in 2016). In 2017, as was true in 2016, the country most closely behind China was Vietnam. Brazil, however, surged to third on that list. In fact, the number of Brazilians who received EB-5 visas in 2017 was nearly twice the number issued to Brazilians in 2016 and an eight-fold increase from 2015.

While many Chinese investors tend to focus their investment efforts on New York City, those familiar with EB-5 visas and South American investors believe that the influx of Brazilian EB-5 visa seekers is good news for South Florida. Some observers believe that more than half of the Brazilian investors will put their money into projects in South Florida, according to therealdeal.com. Difficulties in the Brazilian economy, including inflation, have been a driving force behind the increase in Brazilian investors, according to the report.

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Sometimes, when the entity with which you have contracted does not perform as it promised in your agreement, resolving that problem can be as straightforward as suing, obtaining a favorable verdict and damages award, and then receiving payment from the party that lost. At other times, though, deciding to bring a breach of contract lawsuit to resolve your commercial dispute is just the beginning. Whatever your commercial litigation case needs, make sure that you have Florida business litigation counsel who is familiar with all of the techniques and tools available to protect your interests.

The seeds of what would become a protracted commercial litigation case began with a real estate investor’s agreement to purchase several notes and mortgages for several properties. The purchaser wired more than $370,000 to the sellers, but they never transferred the notes or the mortgages. The failure led the buyer to sue for breach of contract and fraud. The crux of the buyer’s complaint was that the sellers didn’t actually own the mortgages and notes they purported to sell and had no intention of doing anything other than pocketing the payment provided by the purchaser.

The sellers did not take any action, and the buyer obtained a default judgment. The judgment called for the sellers to pay the buyer almost $430,000. The buyer eventually concluded that pursuing the seller companies directly was not going to yield actual payment, so it employed a new strategy. The buyer launched a supplemental legal action in which it attempted to “pierce the corporate veil” in order to go after the assets of the two individuals who owned the seller companies, as well as their other entities. The action also named the couple’s children.

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One of the most fundamental decisions that has to be made in any commercial litigation action is where to bring the lawsuit. Obviously, there are many considerations that go into this decision. It is essential, though, to make sure that the court you select is a proper forum and has jurisdiction over the parties you seek to sue. Without jurisdiction, the court cannot act, and your case cannot proceed. When making these and other vital decisions, it pays to get advice from knowledgeable Florida commercial litigation counsel.

The underlying case that led to this recent jurisdiction argument was a contract dispute between a Central Florida substance abuse and eating disorder rehab facility and an insurance company based in Maryland. According to the rehab facility, it provided treatment to eight of the insurance company’s members, and it confirmed the members’ eligibility under each of their insurance policies.

The rehab facility didn’t get paid and sued the insurance company for breach of contract in Broward County. The insurance company sought an order dismissing the case against it, arguing that it did not have sufficient contacts with Florida to give the Florida courts jurisdiction over it.

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Commercial landlords face many potential challenges with regard to their tenants. For example, what does it mean if a tenant stays on past the expiration of the lease period but continues paying rent month to month? What does it mean if that tenant eventually stops paying rent but still does not vacate the property? Each of these two scenarios is legally different and may call for different legal responses. To ensure that your interests are fully protected, make sure you have a knowledgeable South Florida landlord-tenant attorney representing your business.

Recently, a court outside Florida was presented with an interesting legal question. In the case, a commercial tenant (a medical clinic) had leased a space from a landlord. The term of the most recent written lease had expired in 2003. After that expiration, the tenant remained, paying rent month-to-month. In July of 2011, the tenant stopped paying rent. In December, the landlord sent a notice telling the tenant to pay up or get out. The tenant did not respond.

The landlord next filed an unlawful detainer action. Between the filing of the unlawful detainer action and the order of eviction, plumbing problems caused raw sewage to flow from the sinks in the space, permanently damaging the medical equipment, supplies, and patient records of the tenant. The tenant sued the landlord for negligence (among other causes of action). The case went to the Court of Appeal, which determined that the landlord was not liable to the tenant for damages.

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Seeking to invalidate an agreement based upon a contract term that is allegedly unenforceable under the law can be tricky. The court may decide that the provision is, in fact, enforceable under Florida law. Alternately, the court may decide that the provision is unenforceable but that it is severable and, as a result, the larger agreement survives. Success, if you are seeking invalidation, lies in proving that the problematic provision was unenforceable and that it was integral to the larger agreement. If you find yourself challenging a commercial contract for this or any other reason, be sure you have representation from experienced South Florida commercial litigation attorneys on your side.

These issues of enforceability and severability were at the center of a recent dispute in South Florida. The agreement was a “subcontract” in which a construction management firm contracted for the subcontractor’s provision of doors in an assisted living facility. The subcontractor allegedly completed all of its obligations under the agreement. However, more than $100,000 remained due and unpaid, according to the door company.

So, the subcontractor sued the contractor and its surety in South Florida. Not wanting to go through a full civil trial, the contractor and the surety asked the judge to compel arbitration. The subcontract contained an arbitration provision that covered any “claim, dispute or other matter in question arising out of or related to this Subcontract Agreement.”

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