Articles Posted in Commercial and Business

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In your commercial lease dispute, your case may involve numerous pieces of evidence. Some of that proof may only emerge at the last minute. While a court may consider certain types of last-minute proof, the other side is not allowed to sandbag you. There are procedural rules available to protect you, but employing them to their maximum effect (and your maximum benefit) is something that often requires the deft touch of experience, so make sure you have a skilled South Florida commercial landlord-tenant lawyer on your side.

Here’s an example. The landlord was a Boca Raton-based corporation with a property in Miami-Dade County. The tenant, a major national pharmacy chain, sued the landlord for breach of contract. The landlord fought back by suing for eviction.

The court held a hearing. After all of the evidence had been presented and all of the arguments had been made, the judge announced that he was prepared to grant summary judgment to the tenant on the landlord’s eviction claim, and stated the reasons for granting that judgment. At that moment, the landlord informed the court that a “pivotal” page of the parties’ lease agreement was missing.

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When you are in the process of drafting a commercial contract, there are ways to accrue additional benefits to your cause. These ways can include the insertion of certain language. Sometimes, that additional language can be as simple as a single “magic” word. The insertion of just one extra word can make the enforcement of a contract provision (like a forum selection cause) mandatory and go a long way in ensuring that any disputes will be litigated in the place that you prefer. Whether you are negotiating, drafting, or litigating a commercial contract, be sure you are relying on a skilled South Florida commercial contracts lawyer to protect your interests.

In terms of a forum selection clause, the magic word is “exclusively,” as a recent dispute between a business and its investors illustrated. The business in that case operated within one of the bigger growth industries in this country – recreational marijuana. With each of its investors, the business signed a subscription agreement that contained a provision stating that all disputes would be litigated either in the federal court for the Central District of California or else the California Superior Court in Orange County.

Apparently having grown dissatisfied, several investors sued the company in Orange County. The investors, however, sued in Orlando, not Santa Ana. The business fought back by filing a motion asking the judge in Florida to either dismiss the case or transfer it to California.

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When you are the owner of highly valuable intellectual property, such as a highly sought-after luxury brand, you can combat counterfeiters by suing for infringement. However, simply getting a judgment at some date months or years in the future may not be enough. Those months or years of delay represent months or years of counterfeit goods flooding into the market and months or years of the value of your brand being diluted by those low-quality fakes. To prevent that, then, you may be able to obtain a preliminary injunction. That preliminary injunction stops the defendant from continuing in engaging in the harmful action, even before you’ve obtained a final judgment in your favor. To find out more about protecting your brand if you’ve been similarly harmed, be sure to reach out to a knowledgeable South Florida commercial litigation attorney right away.

A case from the federal court here in South Florida is an example of what a successful injunction request looks like. The intellectual property owner was a French fashion house and designer of luxury items. The designer owned numerous trademarks regarding lettering and designs that it used as its logos. At some point, the designer learned that an online retailer allegedly was selling cheap knock-off goods bearing imitations of the designer’s logos.

These inferior-quality counterfeit goods had the risk of diminishing or destroying consumers’ confidence in the brand’s reputation for luxury and highest quality. To stop this harm, the designer needed to stop the continued marketing and selling of counterfeit goods right away.

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Here in South Florida, the issue of a force majeure clause within a commercial contract is a very important one. The vulnerability of Miami-Dade, Broward, and Palm Beach counties to hurricane-induced disruptions means that a tropical system has the ability to impair greatly your ability to satisfy the promises you made in your commercial contract, which is why you need the right force majeure clause in your agreement and the right South Florida contract lawyer negotiating, drafting, and litigating on your behalf.

Of course, on the flip side, you may also find yourself in the position of seeking to defeat a force majeure defense in your breach of contract case. Again, the right legal team can help you get that done and get the damages award your business needs.

To win a force majeure defense, the entity you’ve sued has to affirmatively prove that the thing that rendered it unable to perform as promised was a force outside its control. If it doesn’t prove that, then the defense fails.

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Success in your commercial litigation matter is often made of many smaller “wins” leading up to ultimate victory. These can cover a variety of issues from discovery disputes to where the case will be tried. Each one of these smaller items can be the thing that ultimately proves to be the key to success, which is why it is essential to have a knowledgeable and experienced South Florida commercial litigation attorney on your side from the very start.

For one defendant in a breach of contract matter, the “win” it sought related to where the case would proceed.

The underlying dispute involved a retirement plan fiduciary and an administrative services provider, P.F.S., with which it contracted. According to the fiduciary, P.F.S. improperly reached out to retirement plan sponsors and solicited them to work directly with P.F.S., which would have the effect of cutting the fiduciary out of those clients’ business.

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When you do business in a highly competitive industry, it is not unreasonable to expect that, at some point, you’ll face legal action initiated by a competitor. When the competitor that sues you is one of the largest businesses in your industry, you can expect them to come well-armed with significant resources. Whether the entity that has sued you is tiny or an industry giant, you need to have your own array of strong resources on your side, and that includes having a skilled South Florida commercial litigation attorney to help guide you and advise you. The right attorney can be invaluable as you make critical choices, such as whether to proceed in civil court or in an arbitration setting.

Arbitration has the possibility to save you immense amounts of time. That time savings can be extremely attractive to some businesses. If that’s your business, then the next key is getting your case moved from civil court to arbitration. One way you potentially can get a judge to compel arbitration is by using the other side’s own contractual language against it.

A business dispute involving a very large health and life insurance agency and an alleged scheme to steal its business is a good example of how one group of defendants did exactly that.

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In business, one element to achieving success is recognizing what kind of legal obligations your business dealings impose upon you… and what they don’t. Sometimes, the difference between winning and losing a contract case can be as straightforward as proving that an enforceable contract never existed at all. Whatever tool you need to win your commercial contract case, an experienced South Florida commercial litigation attorney can help get you where you need to be.

One way you may be able to escape liability in a breach of contract case is by showing that the agreement in question is void and not enforceable. A state court breach of contract case from right here in South Florida is a prime example.

A warehouse owner, seeking to sell a property, inked a listing agreement with a broker giving the broker a six-month exclusive window to obtain a buyer. An agent for the broker contacted the owner of the neighboring warehouse, but a deal was not consummated.

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Making the right choice when it comes to selecting whether to file your commercial litigation complaint in state or federal court is very important. Obviously, you must assess which of the two will be the place where your interests are best protected, but that analysis and assessment are of no value if the court you picked lacked subject matter jurisdiction. Choosing the wrong court can cost you money and time and potentially damage your case. A skillful South Florida commercial litigation attorney can help you make certain the selection you make is the best one.

One way your opponent can potentially harm your case if it believes you’ve filed in the wrong court is by filing a motion to dismiss. To get an idea of how your business can successfully defeat this kind of motion, look at this recent commercial litigation action from here in South Florida. The party bringing the lawsuit was a software development firm that had purchased an exclusive license to a set of patents that involved the exchange of “reward” or “loyalty” points from one program to another. (For example, taking your airline miles and putting them toward a stay at a hotel.)

After the software company brought its new products to market, it discovered a problem, which was that many hotel franchisees had already begun using point-sharing software that, according to the software company, violated its exclusive license rights. In order to protect its position of exclusivity, the software firm launched a series of lawsuits in state court circuits around South Florida, including the Eleventh Circuit (Miami-Dade County,) the Fifteenth Circuit (Palm Beach County), and the Seventeenth Circuit (Broward County.)

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In any commercial contract setting, one of the most important things you must do is to assess the scope of the work that is covered under the terms of the contract. Misapprehending the scope of the work to be performed can cause confusion and delay, and it may potentially cost you a lot of money. On the other hand, a clear and in-depth understanding of your contract’s scope may be highly beneficial to your business. If you have questions about the scope of your commercial contract, make sure you are getting reliable answers from a skilled South Florida commercial litigation attorney with the knowledge and experience you need.

When it comes to doing this kind of assessment, carefully analyzing every aspect and potentially every word of the document is essential, as a recent construction contract case illustrates. The project was a series of repairs and other work on the main post office in Okeechobee. The general contractor, which was headquartered in Chicago, hired a local subcontractor to handle the parking lot demolition and paving work.

Eventually, a dispute arose related to the post office’s eastern driveway. The general contractor took the position that the removal and replacement of the asphalt on that driveway was within the scope of the existing subcontract, while the subcontractor countered that the contract covered only the removal of concrete.

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When you believe that someone has taken an illegal step like filing for a patent by fraudulently using your invention without naming you as the inventor, obviously, you will need to take legal action. However, simply suing may not be enough. Simply suing without taking the proper additional steps could leave you exposed to some very damaging risks. An experienced South Florida commercial litigation attorney can help you ensure you are taking all the necessary additional steps to make certain that your business and your intellectual property is protected fully.

What do we mean by taking the extra steps? An ongoing dispute related to software devices for cruise ship guests offers some insights.

D.D. was an inventor of wearable small, wireless devices (and the customized software associated with them) used in the cruise ship and other hospitality industries. D.D. had worked in this area for more than a decade, including developing systems for big cruise names like Disney. Later on, another competing cruise line brought in D.D. to work on its guest system.

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