Florida Business Lawyers Blog

There are many things your business may have to address, and knowing how to respond effectively is essential. One of these may be facing a lawsuit in some far-away jurisdiction where you don’t operate. What you definitely should not do is simply ignore the case. If you find yourself as the defendant in a commercial litigation action in Florida when you have no contacts with Florida, you need to contact a knowledgeable Florida attorney. Your skilled South Florida commercial litigation attorney can go to court for you for the express limited purpose of getting that lawsuit dismissed for lack of jurisdiction. That way, you will not be in peril of a potentially damaging judgment that could result if you made the mistake of just ignoring the lawsuit.

A recent case from the Tampa Bay area is good example of a proper response. The case involved two companies engaged in a tortious interference action. The plaintiff’s case asserted that the defendant induced an engineer to leave his job with the plaintiff to take a managerial position within the defendant’s Virginia office.

The plaintiff was a Florida corporation headquartered in St. Petersburg and the plaintiff sued in state court in Pinellas County. The defendant, however, was a California corporation based in San Diego, and did not want to face a trial in Florida. The California company retained local counsel and asked the court to dismiss the plaintiff’s case. This was a wise move.

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The seeds of success – or failure – in your Florida commercial litigation action are often sown long before either side calls a single witness or makes a single argument or statement at trial. Getting the evidence you need to obtain a favorable judgment often relies on doing the right discovery during the pre-trial process. That means not only identifying what you need, but also knowing how to go about getting it and the defeating of the other side’s arguments that you’re not entitled to that information. This requires an in-depth knowledge of your case, the law and the rules of procedure. To make sure you have that on your side, you need an experienced South Florida commercial litigation attorney.

A recent case from the Tampa Bay area is a good example of these processes in action. The underlying lawsuit revolved around data that was generated by a footwear sanitation device. A Largo-based doctor approached the St. Petersburg-based entity that collected the data about purchasing the rights to it. The sides signed a letter of intent and proceeded. Three years later, the relationship broke down and litigation ensued.

The doctor, at one point during the pre-trial discovery process, sought to take 18 new depositions and to complete three additional ones that had been continued. The doctor’s side stated that the numerous depositions were needed to establish essential elements of the case, including that an enforceable agreement had been established between the sides. They also argued that they needed the depositions to secure evidence about what the parties’ course of dealings was.

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If you find yourself embroiled in a commercial contract dispute, it helps to understand how the courts will go about interpreting your agreement. The law has created certain rules that set the standard for how judges should interpret contracts. For example, if an agreement provision mentions some, but not all members of particular class or group of items, then the law says that courts should interpret that language as carrying with it the definitive implication that those class or group items not included were intentionally excluded. For more about this and other rules of contract interpretation and how they may benefit you in your breach of contract or wrongful termination lawsuit, be sure you have retained an experienced Florida business litigation attorney to represent your interests.

A recent case from Miami-Dade County was a real-life illustration of this principle. The origin of the case was a multi-million-dollar contract where the Miami-Dade County Expressway Authority (MDX) retained a Dallas-area consultant to provide a toll-by-plate system for the county’s toll roads. The authority made many assertions regarding the failing project, including accusing the contractor of intentionally underbidding the project and lying about its ability to do the job.

The contractor, however, believed that MDX was the party engaging in misconduct and sued. The contractor alleged that the authority breached the contract. The authority subsequently terminated the contract, leading the contractor to add a claim for wrongful termination onto its already pending lawsuit.

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More than four decades ago, country singer Kenny Rogers achieved massive success with a song called “The Gambler.” The song gives the listener several tidbits about playing cards (and presumably about life,) including the value of not overplaying one’s hand. The benefit of refraining from overplaying one’s position is something that can be realized in a variety of settings, including in creating your commercial contract. Even when it seems like you have the “upper hand,” going too far has the potential to cause catastrophic results. To make sure you get a commercial contract that balances your positional strengths with proper restraint to avoid court intervention or other problems, be sure you have the skills of an experienced Florida business attorney on your side.

As an example, there’s this federal case recently before the Eleventh Circuit Court of Appeals. The parties were a Brazilian travel agency that specialized in cruises and cruise packages and a Florida company the travel agency hired to design a website. That “one-of-a-kind” website would allow users to book in Portuguese and pay in Brazilian currency.

What made these parties’ contract noteworthy was the exculpatory clause that the Boca Raton-based entity negotiated. The clause that was included in the final agreement stated that “for any direct, special, indirect, incidental, consequential, punitive, exemplary or any other damages regardless of kind or type (whether in contract, tort (including negligence), or otherwise), including but not limited to loss of profits, data, or goodwill.” The clause also said that the company would not be liable even if it “knew or should have known of the possibility of such damages.”

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Once you find yourself in a business dispute, there are many decisions you’ll have to make, which is why it is beneficial to have a skilled Florida business litigation attorney on your side. Sometimes, as a recent case that originated in South Florida demonstrates, that decision is determining where you will litigate your case. It is extremely important to choose wisely, as picking federal court when there is no federal court jurisdiction can lead to dismissal.

In that case that was recently ruled upon by a federal appeals court, a West Palm Beach LLC was in the business of selling children’s car seats. The LLC held the patents to those seats as an assignee. The LLC inked a patent licensing agreement with a California entity for the latter to market the seats in exchange of for royalty payments. Eventually, a dispute arose over an unpaid royalty the Palm Beach County LLC alleged it was owed, and the dispute proceeded to federal court in South Florida.

During the appeal process, the 11th Circuit pointed out a problem. The case had relied upon something called “diversity jurisdiction,” which is when an action involves “an amount in controversy exceeding $75,000 and a claim between citizens of different states.” The case clearly involved an amount greater than $75,000, and it involved a Florida LLC versus a California LLC, so what, you may ask, was the problem?

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