Articles Posted in Commercial and Business

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Some breach of contract cases turn on highly complex issues of the law or of the industry involved. Their resolutions can involve deep dives into the law and into an understanding of that industry. Others, while no less important, can come down to much more discreet issues. In the case of one recent South Florida breach of contract case, an unpaid seller lost its opportunity for summary judgment in its favor because it didn’t have unassailable proof that its buyer received a copy of the seller’s “terms and conditions” document. The absence of uncontroverted evidence of receipt of that single document made an enormous difference in the outcome of the motion for summary judgment. It is a reminder of the importance of paperwork, of documentation of delivery of paperwork, and of skilled South Florida commercial litigation counsel in any commercial contract dispute.

The seller in this case was a South Florida manufacturer of pyro-electric components. The buyer was the manufacturer of a patented device used for detecting refrigerant gas leaks. The seller provided the buyer with a quote for 10,000 detector components to be used in the buyer’s devices. As is not uncommon, the quote document contained language that stated that all “items are subject to our Standard Terms and Conditions, a copy of which is attached.” The seller’s terms and conditions stated that the buyer had the right to inspect the components upon delivery. They also stated that if the buyer did not inspect and give the seller written notice of “any alleged defect or nonconformity” within 30 days, then that would make the acceptance irrevocable.

The buyer sent out a purchase order and the seller shipped 6,000 detectors, along with an invoice for $87,780, to the buyer. The buyer didn’t pay, which led the seller to pursue its breach of contract claim. The seller also asked the court to award it summary judgment. It argued that it shipped the components and the buyer neither rejected the delivery within 30 days nor paid, which created an “open and shut” case of breach of contract, based upon the terms and conditions.

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There are a great many steps that lead to protecting your business interests and achieving a successful result if you find yourself in a breach-of-contract litigation action. If you are the party whose business interests were damaged by the breach, then you will likely be the plaintiff in that litigation. One of the keys to success involves making sure that the required complaint or pleading documents you file in court make it “easy” for the court to see why you are correct and why you should win the case. This means establishing a clear and easy-to-deduce theory of liability against each of the parties you’ve sued. To make sure your litigation action is as strong and persuasive as possible, be sure you’re working an experienced South Florida commercial litigation attorney.

A recent case from southwest Florida was one where this issue of pleadings and theories of liability took center-stage. The origin of the case traced to a real estate sales transaction. The purchaser attempted to assign its rights and obligations under the agreement to a different corporation shortly before the transaction’s closing date. The assignee closed on the subject properties. The assignee did not, however, pay the real estate broker that brokered the transaction. The broker sued to recover the commissions it alleged that it was owed under a pair of sales contracts.

Of course, in many business transaction litigation matters, including this one, there may be different defendants. And, if there are different defendants, there may be different theories of liability against each of those defendants. The case against the purchaser was a straightforward claim of breach of contract based upon the purchaser’s failure to pay the commission. The case against the assignee was murkier, as the assignee had signed neither sales agreement and, in fact, there was no contract directly between the broker and the assignee at all. The broker’s case against the assignee did not state that the assignee was an assignee or a third-party beneficiary of the contract.

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When you initiate a commercial litigation action, or when you defend such a case, you’ll have to make several essential decisions, like choosing whether to settle or to continue to litigate. As part of that calculation, you’ll need to factor any settlement offers you receive and whether they may leave you on the hook for a portion of your opponent’s attorneys’ fees. Making that determination involves knowing how much your case is “worth” and knowing whether or not the settlement offer you’ve received meets all of the statute’s requirements for a qualifying offer. In other words, not only does success mean knowing the details of your case, but also the details of the law, which is why your case needs an experienced South Florida commercial litigation attorney.

One recent case from South Florida was something that focused prominently on this issue of settlement offers and attorneys’ fees. The case arose over a dispute about fill material. A Miami construction company, performing a contract it signed with the state Department of Transportation, temporarily stored fill material on land that a Key West real estate LLC owned. The LLC and the construction company encountered a dispute about who owned the fill material, which led the construction company to sue.

The construction company later proposed a settlement in which the construction company would drop the lawsuit in exchange for a payment of $50,000. The defendants declined and the case went to trial. At the conclusion, the construction company won on its claim of conversion and received a damages award of $86,000.

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A business relationship between two contract partners sours and the pair ends up in commercial litigation. There’s not necessarily anything noteworthy in that alone. However, the court action between a North Florida airpark authority and an engineering firm once again demonstrates the importance of careful contract negotiation and drafting, as well as the extent to which small details can make a big difference in the outcome of your commercial contract case. As always, be sure you have reliable Florida business and commercial attorneys on your side at every step in the process.

The agreement that preceded the litigation related to a construction job. The airpark authority contracted with the engineering firm to work on the construction of hangars and taxiways. The contract said that the firm would provide, among other things, resident engineering and inspection, along with material testing. Specifically, the firm was supposed to observe the construction of the hangars and taxiways to determine if the work was adequate.

The relationship between the authority and the engineering firm fell apart shortly after the hangars and taxiways did. According to the authority’s breach of contract lawsuit, the contractor used sub-standard materials but the engineering firm wrongfully failed to catch that fact, which caused the hangars and taxiways to deteriorate prematurely.

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In commercial litigation, as with commercial contracts, no detail is too insignificant. Any one piece of the “small stuff” can be the one thing that triggers success–or disaster. This is especially true if you are attempting to resolve your commercial litigation action through a statutory offer of judgment. Even if the court ultimately rules in your favor on the underlying case, your offer of judgment won’t allow you to recover your attorneys’ fees unless it is completely compliant with law. Any flaw can be the flaw that dooms your claim for attorneys’ fees. When it comes to your commercial contracts or commercial litigation, be sure to rely upon skilled South Florida business counsel to meet your needs.

A recent case from South Florida highlights the above truths. The underlying commercial relationship that spawned the litigation was one regarding tomatoes. A Palm Beach County grower of heirloom tomatoes began selling its tomatoes to a Pompano Beach-based distributor of specialty fruits and vegetables. The distributor loaned the grower money to use in growing its tomatoes. Eventually, the relationship went south and the distributor demanded payment. The grower didn’t pay and the distributor sued.

Just a few months before the trial started, the grower submitted a settlement offer to the distributor, offering to settle all claims for $50,000. The distributor did not accept. The case went to trial, where the distributor lost all of its claims. (The grower won on its counterclaim and received an award of $28,000 in damages.)

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In some commercial disputes, it may be essential for the protection of your rights and business interests to ensure that the status quo is maintained until the court can convene a full trial. When your commercial dispute forces you into a situation like this, you may need to seek and obtain a temporary injunction to prevent your opponent from taking certain actions. When you’re in that position, you will need multiple types of proof. You need evidence that you’ll have a reasonable chance of success on the merits of your claim once your case goes to trial. You also need proof of specific facts that show that, if the judge doesn’t give you the injunction you seek, you will suffer irreparable harm. To make sure that you have the proof you require to get the remedy you need, be sure that you have an experienced South Florida commercial litigation attorney on your side.

A recent case from the Tampa area was an example of how an injunction can be an essential part of commercial litigation strategy. The underlying contract whose alleged breach spawned the litigation had to do with the marketing and sale of recreational vehicles. A Milwaukee-based manufacturer, which manufactured several well-known varieties of RVs, had inked an exclusive dealership agreement with a Tampa-based vehicle dealership. Some time later, the manufacturer signed a new agreement with the dealer’s competitor, another dealership located just 10 miles to the east in Dover, Florida.

The Tampa dealership used the consummation of the new contract as the basis for taking legal action and seeking an injunction. The Tampa dealer’s filing, which came just days before the 2018 RV “supershow,” alleged that the manufacturer and the Dover dealer violated both the contract and Florida statutory law. Specifically, the Tampa dealer asserted that the two RV models that the manufacturer contracted to sell through the Dover dealer were extraordinarily similar to two other models that the manufacturer agreed to sell exclusively through the Tampa dealer.

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If you find your business embroiled in a commercial dispute and are contemplating litigation, one of the most important things you want to ensure is that the court where you file your lawsuit is in a jurisdiction that has the power to resolve your case. That means, among other things, making sure that the court has personal jurisdiction over your opponent. While many jurisdictional disputes may hinge upon jurisdiction under the “long-arm” statute, sometimes your case may be able to proceed even if the criteria of the statute aren’t met. Even if your opponent has its principal offices outside Florida and does no business here, there are situations in which the Florida courts may still have jurisdiction. For the analysis and advice you need about jurisdiction and venue in your commercial litigation action, be sure to consult a skilled South Florida commercial litigation attorney.

Jurisdiction was at the center of case arising from a dispute over a stock subscription contract. In the deal, the buyer agreed to purchase 1 million shares of another corporation’s stock. Allegedly, the purchasing corporation never paid the balance owed for the 1 million shares. As a result, a breach of contract lawsuit ensued.

The plaintiff corporation brought its lawsuit in state court here in Florida, specifically filing in Orange County. The purchaser corporation filed a motion with the court, arguing that the Florida courts lacked personal jurisdiction over it. The facts that it asserted in support of that argument were that it held its principal place of business in southern California and conducted the substantial majority of its business outside the United States. This meant that, under the terms of Florida’s “long-arm” jurisdiction statute, there was no personal jurisdiction over the defendant, it argued.

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If your business is in the position of defending a commercial litigation action, there may be a variety of ways advance that defense, some of which are rooted in the law more than the facts of your case. You may, for example, be able to assert that the trial court lacks the jurisdiction to give the plaintiff the relief it seeks. You may also be able to oppose an award of damages on the grounds that the court did not hold a required hearing. Whether your defenses rely primarily upon legal arguments, procedural assertions, factual arguments or all of the above, it is important to make sure that you have skilled South Florida commercial litigation counsel advocating for your business interests.

A dispute over a sea vessel spawned a commercial litigation action that recently came before the state appeals court in West Palm Beach. The seeds of this dispute were sown in a contract for the construction of a sport fishing vessel. The manufacturer began building the craft, but never finished it. Still with no boat, the entity that had commissioned the craft sued for breach of contract, among other claims. While the lawsuit was going on, the purchaser and the manufacturer, without counsel, executed a settlement agreement. The settlement called for the manufacturer to purchase the incomplete craft “as is/where is” from the purchaser for $200,000.

The manufacturer paid the purchaser $30,000 but never paid the remaining $170,000. That non-payment was the basis for the money damages that the purchaser sought. The trial court was persuaded and entered a judgment for the purchaser in the amount of $170,000. The manufacturer appealed the verdict. It argued that the trail court did not have jurisdiction to enforce the settlement agreement because that contract “did not support a money damages award.”

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The commercial contracts you create can provide you with many potential benefits if negotiated and executed properly. One of these benefits can, in some circumstances, be protection against certain types of legal claims. For example, if a party seeks to sue you under a quasi-contract theory of unjust enrichment, it can only do that if the subject matter that was the basis of your alleged unjust enrichment wasn’t covered by an actual contract. In other words, you can’t be sued under a quasi-contract theory about something if it is governed by an actual contract. For help with these and other commercial and business issues, it is wise to rely upon experienced South Florida commercial litigation counsel.

A recent case from the Florida Panhandle provides an illustration of this issue of contract versus quasi-contract. The dispute involved the ownership of commercial space in a condo building in Panama City Beach. A resort LLC owned four commercial spaces on the ground floor of the condo building and owned them in fee simple, meaning that the LLC had absolute ownership of those properties. The condo building’s owners association sued the LLC, alleging that the spaces could not be owned outside the “condominium form of ownership.” The relief the association sought was the LLC’s ejection from the building and the distribution of the ground floor commercial spaces to the association’s members. The association also alleged that the resort was being unjustly enriched because it wasn’t paying its fair share of “utilities and other expenses in the building.”

The trial court ruled for the resort on the ownership issue, granting summary judgment in favor of the LLC. That meant that the resort did not have to go to trial on the issue of its ownership of the ground-floor spaces and its right to occupy that property. The court did hold a trial on the association’s unjust enrichment claim, and ultimately issued a judgment in the association’s favor, ordering the resort to pay $332,000 in unjust enrichment damages.

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Sometimes, commercial litigation actions come down primarily to merits. One side’s facts were stronger than the other side’s, and the former received a successful result. Other times, however, success in a commercial litigation action is less about the facts; it comes down to the law and the rules of procedure, using those effectively to achieve a winning outcome. Giving yourself the best chance of success means making sure you have a Florida commercial litigation attorney who can effectively represent you both in your factual arguments and your legal ones.

A recent South Florida case was an example of procedural rules, litigation strategies, and the profound impacts both can have. The case was a battle between two creditors regarding which creditor’s lien had priority. One of the creditors was based in Miami Beach, the other was a Panamanian entity. The case started when the Miami Beach entity’s predecessor-in-interest filed an action in state court in Miami-Dade County.

At some point, the Miami Beach entity sought, and obtained, a default judgment in the case. Default judgments can be helpful tools in obtaining relief from the courts, even though the opposing party has refused to participate in the litigation. In order for a default to be valid, though, the plaintiff must ensure that the defendant received service of process that complied with the law.