Whenever you sign any type of contract, it is important to ensure that you fully understand exactly what you are bargaining to get, especially when you are contracting for something that involves an element of financial risk, such as an investor who contracts to invest in a business venture. As an entity offering such investment opportunities, it is important to ensure that the contractual agreements you create are written in such a way that they will survive a legal challenge from a disgruntled investor. Both of these perspectives highlight the importance of working with skilled Florida business counsel when dealing with investments.
An example of a contract that was able to survive an investor’s court challenge was one used by a South Florida LLC that, in 2013, extended an offer seeking “accredited” investors to invest in a business venture. The business venture was a purchase of a commercial building in downtown Miami and the conversion of that building into office and retail space. In order to participate, the LLC required potential investors to sign a subscription agreement.
In August 2013, Keren signed a subscription agreement. The agreement required her to pay 10% at execution, 20% within 30 days, and the remaining 70% 30 days before the closing date of the purchase of the downtown building. The LLC made the deal for the building and notified investors that the closing date was Jan. 15, 2014. The LLC informed Keren that she still owed $2.47 million. The investor could not make the payment and asked for more time. The LLC offered to connect her with another investor who would advance her the money, but she refused the loan.