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 →

Published on:

Scales of JusticeIn your commercial litigation case, you need several things for success. One of the essential things is to make sure that the place where you bring your action is a place that has jurisdiction over all of the people or entities from which you seek damages. In a recent South Florida case litigating a joint venture agreement, that proved to be a critical problem. The courts dismissed a key defendant because the Florida statutes did not give the Florida courts jurisdiction, due to a lack of sufficient contact with the state.

Continue reading →

Published on:

jetWithin any contract, there are probably several clauses that are carefully analyzed and extensively negotiated. Regardless of the amount of time negotiating any given paragraph, all of the provisions in your contract are important, since any one could be the key to your being able to protect your interests (or not). In the case of one LLC’s breach of contract and fraudulent inducement case, it was the agreement’s “choice of law” provision that provided the key to the LLC’s success in the 11th Circuit Court of Appeals.

Continue reading →

Published on:

signatureIn almost any legal agreement, it is important to review and understand all of the terms of that agreement before you sign off on it. That’s because, once it is completed, you are legally bound by its terms and can create problems for yourself by not following it. This includes settlement agreements made relative to your creditor claim in a Chapter 11 case. For one South Florida creditor who settled but then violated the agreement’s terms, that meant being forced by the court to pay attorney’s fees.

Continue reading →

Published on:

JudgmentA buyer who backed out of the purchase of two different pieces of commercial property remained potentially liable for those non-purchases, since the buyer’s efforts to win a dismissal of the sellers’ lawsuit failed. The buyer’s efforts failed because, contrary to its arguments, the existence of an arbitration clause in the parties’ contracts did not act as an automatic bar to legal actions based upon the failed transactions. The Third District Court of Appeal case provides some useful insight into how arbitration clauses work and what they can (and can’t) do for the parties that sign contracts that include them.

Continue reading →

Published on:

beach homeA Palm Beach County real estate agent got a renewed opportunity to go after the large commission she alleged she was owed after working for nearly a year to sell a $4.7 million property on Palm Beach Island. As is true in many contract dispute cases, the details were key to the agent’s success. The broker whom the agent sued did not have enough of the proper type of evidence to establish that it was entitled to keep or split the commission, so it wasn’t entitled to summary judgment in the agent’s case.

Continue reading →

Published on:

Florida condominiumsWith anything that contains considerable minutiae, it is said that the “devil is in the details.” This can definitely be true of contractual agreements. In the case of one broker’s dispute with a developer, the courts allowed the broker to proceed with its claim for unpaid commissions precisely because of the details in the listing agreement the broker and a developer signed. That agreement’s details were enough to establish that the broker was more than just a general unsecured creditor of the developer, according to a Third District Court of Appeal decision published recently.

Continue reading →

Published on:

nurseryWhether you are pursuing or defending against a legal action asserting misconduct in the management of a corporation, partnership, or other business entity, one of the keys to your case may be whether or not the person suing has the legal right to bring the action he seeks to advance. In a recent Miami case, that issue was the undoing of a minority shareholder’s breach of fiduciary duty action against the majority shareholders, who were also his brothers. The minority shareholder failed because he tried to bring derivative claims in a direct action, which led the trial court to throw out the case and the Third District Court of Appeal to uphold that decision.

Continue reading →