Articles Posted in Commercial and Business

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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 (MCA LY2, which was later superseded by MCA LY3, is a set of safety and pollution prevention standards.)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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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