Articles Posted in Commercial and Business

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A summary judgment can be an important tool and a huge benefit in your commercial litigation case. A summary judgment on liability, for example, means that the court can decide the issue of liability without even having to have a full trial on that. A summary judgment in your favor, if you’re the plaintiff, means that, in addition to your not having to worry about proving liability at trial, it also keeps out any affirmative defenses the other side had if those defenses only relate to the question of liability. To do that though, you need all of the right documentation and other evidence, along with all the proper arguments, which is why it helps to have a knowledgeable Florida landlord-tenant attorney handling your case.

A recent commercial lease dispute case was a good example. The tenant and its landlord had a five-year lease. Like many commercial lease agreements, this one included a guaranty. The guaranty said that the guarantor promised “the due prompt and punctual performance of all obligations of, and the prompt payment when due.”

Problems emerged, the landlord told the tenant to vacate the space and the tenant sued the landlord for illegal self-help because, allegedly, the landlord changed the locks on the space and refused the tenant entry unless it paid rent. The landlord countersued for breach of contract and for unpaid rent. The landlord’s countersuit also named the guarantor as a party.

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Whenever you decide to go to court after a contractual partner has breached your commercial contract, there is some risk that the other side could, at some point, seek an award of attorneys’ fees. In addition to fighting for your contractual rights under the agreement generally, your skilled South Florida commercial litigation attorney can also help when it comes to this issue of attorneys’ fees. If the party whom you’ve sued is wrongfully seeking attorneys’ fees, it may be incumbent on you to persuade the court that the other party doesn’t qualify for such an award.

First, it is important to note that, in any Florida civil litigation, a party generally must be a “prevailing party” under this state’s law in order to potentially qualify for an award of attorneys’ fees. That is exceptionally important because, of course, commercial litigation actions can be complex and who is or is not a “prevailing party” under Florida law may not necessarily be clear. This can happen for many possible reasons. Maybe you litigated to a verdict and your judgment was a mixed bag of favorable and unfavorable rulings. Alternately, perhaps you and your legal counsel decided it was in your best business interests to dismiss the lawsuit.

That latter scenario is what happened to one entity in Collier County in its case. The entity, an operator of a residential community near Naples, had signed a contract for the provision of cable services as well as treated wastewater for irrigation.

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In many of the courtroom drama shows one sees on TV, each episode contains at least one “a-ha!” moment where some previously undiscovered small detail suddenly changes the course of the entire trial. Sometimes real life is not like that but, other times, it is a seemingly small thing that proves to be of large importance.

That’s true in commercial litigation, as well. When you’ve been sued, one of the first things you’ll need to know is whether or not the plaintiff actually has a legal right to recover from your business. Sometimes, the answer to this question lies in some seemingly intricate details. To protect your business interests, be sure you have an experienced South Florida commercial litigation attorney who knows how to spot these details and also knows when to “sweat the small stuff.”

As an example of this concept, a recent case from Orlando is a helpful illustration. An operator of schools and daycare centers took out a commercial loan from a bank. The borrower signed a promissory note, loan security agreement and guaranties.

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When your commercial contractual relationship ends up in dispute, there are many intricate details involved in the commercial litigation that follows. There are multiple nuanced elements or decisions that may, on the surface, seem small but could have enormous impacts on the success of your case. The difference between winning and losing may be a single sentence or word in your contract… or it could be the difference between bringing your lawsuit in Broward County as opposed to Miami-Dade County. An experienced South Florida commercial litigation attorney can show how to consider all these nuances and best position yourself for success.

A very recent lawsuit was a case in point. The action was a breach of contract case between a Broward County property management firm and the South Florida pest control service provider it retained to eradicate a termite problem the management company was having at its property. During the litigation, the management firm, who was the plaintiff, submitted to the pest control company an offer of judgment of $500,000. That offer represented a settlement amount to cover all “claims for damages, including punitive damages, attorney’s fees, costs, and interest.” The exterminator, however, declined the offer.

The case eventually went to a jury, and they found that the exterminator had breached the contract and that the management firm had suffered $551,000 in damages.

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Many business people involved in negotiating and executing commercial contracts may understand the importance of awareness of even small details with that agreement. However, that same level of attention to detail is just as important when it comes to litigating a commercial contract dispute. The difference between owing hundreds of thousands of dollars in sanctions or not may derive from exactly what is, and what is not, in a court’s order. In other words, whether you’re negotiating a deal or litigating in relation to an existing contract, it pays to have skilled South Florida commercial litigation counsel to “sweat the small stuff” on your behalf.

A pretty good example of this concept on display was a recent case from Miami. The owner of a property in Miami-Dade County hired a South Florida-based architectural firm to provide architectural services for a development project at the property. Problems arose and, eventually, the architectural firm filed for a lien, arguing that the client failed to pay its bill.

First, a mediation was begun between the two sides. Eventually, the architectural firm voluntarily initiated an arbitration proceeding, which again pertained to the client’s alleged failure to pay for services rendered. The owner filed a request asking the trial court judge to enter an injunction that would force the parties to litigate the issues in court instead of going through arbitration. The trial judge summarily denied that request, with no explanation or additional details.

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Business is more global than ever these days. With that comes many benefits. It also, however, raises the possibility of your being hauled into court in far-flung places in commercial litigation actions like breach of contract lawsuits. When that happens, you may have the possibility to avoid litigating in that place if you can show that the courts there don’t have jurisdiction over your business. To do that in a Florida case, though, you’ll need skillful South Florida legal counsel who can make the jurisdictional arguments you need.

A recent case from here in South Florida addressed the issue of what does or does not amount to the required amount of “minimum contacts” necessary to trigger the jurisdiction of Florida’s courts. The case involved one Miami-Dade County entity and one very long-distance entity. A Doral-based food company had allegedly contracted with a Canadian heating-and-air-conditioning (HVAC) company for the installation of an industrial air vacuum machine. At some point, the business relationship deteriorated, and the client sued the HVAC company for breach of contract.

The factual details of what went wrong between this Florida company and its Canadian contract partner weren’t really the most instructive part of this case. Rather, it was the issue of jurisdiction that would become the key. (The Canadian company sought to get the case thrown out of court by arguing that the Florida courts did not have jurisdiction over it.)

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Whether you are an employee signing a new employment agreement or you are a business entering into a new commercial contract, there are certain areas of your contract where it is particularly important to pay extra close attention to the “fine print.” One of these is the arbitration clause that may exist in your agreement. When it comes to negotiating – and later enforcing – these and other elements of your commercial contract, you’ll want to rely on representation from an experienced South Florida litigation attorney.

As an example of how a well-worded arbitration clause can work to protect your interests, look at this case from the Tampa area. A local aviation authority awarded a contract to a Texas construction firm for the building of a rental car facility. The contractor hired an Orlando firm to serve as one of its subcontractors. The agreement between those two entities stated, in part, that certain disputes “shall be resolved by arbitration pursuant to the Construction Industry Rules of the American Arbitration Association then prevailing.”

Eventually, there was a dispute. The subcontractor sued the contractor for breach of contract, alleging that the aviation authority paid the contractor, but that the contractor did not pay the subcontractor what it was owed. The contractor sought to compel arbitration, but the trial court ruled for the subcontractor.

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You’re probably familiar with the old phrase “more than meets the eye.” A lot of commercial litigation cases can fit within that definition, which Merriam-Webster says is “more (to something) than there appears to be at first.” You may think your commercial dispute is just a straight-forward breach-of-contract matter but, upon closer inspection by a skilled South Florida commercial litigation attorney, there may be multiple ways you’ve been harmed, and multiple causes of action you can bring in court, ranging from contract claims to tort claims to statutory claims. All of this, of course, has the potential to require your diligent attorneys to spend many, many hours on your case, which could mean a large fee.

One way to curtail that cost is to win at trial and then to file the appropriate motion to obtain an order where the judge demands that the other side pay some or all of your attorneys’ fees. This can be very important for some businesses, giving them the ability to resist the temptation to walk away from a valid case simply due to cost concerns. On the flip side, losing an attorneys’ fees motion could be something that is extremely damaging if you’re on the wrong end of such an order. That’s why it is important to understand exactly what the law requires and how you can overcome an opponent’s request that you pay for its’ lawyers.

This was the case for one Coconut Grove-based company in court recently. It had been locked in a prolonged and complex construction lien case with a Mississippi-based construction firm. The action included multiple claims. In the end, the construction company won on some claims and lost on some. Nevertheless, it filed a motion for attorneys’ fees, arguing that it was the “prevailing” party and entitled to recoup fees.

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In business, there are several things that are very important to your success, and some of those things are inevitably secret. Having those secrets get out could do great damage to your future success as a business. To protect your business and your place in the marketplace, you need to act aggressively to protect the trade secrets you possess. As part of doing that, be sure you have an experienced South Florida commercial litigation attorney on your side to protect your interests.

As a practical example, there’s a recent case decided by the First District Court of Appeal. The case arose after the state’s non-profit corporation running a children’s dental health program solicited bid proposals from dental plans. Four entities submitted proposals. The corporation awarded contracts to three of the four bidders, including an entity based in Fort Lauderdale.

The one unsuccessful applicant filed a public records request, seeking all of the documents related to the Fort Lauderdale entity’s proposal, including those denoted as “trade secrets” or “confidential.” The Fort Lauderdale entity sought a declaratory judgment, asking the judge to declare the trade secret records exempt from disclosure. The trial judge ruled that the documents were not trade secrets and ordered full disclosure.

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Whether you are entering into the sale of a business, working out the sale of a parcel of property or establishing a set of terms for a commercial lease, any one of these business activities comes down to a single thing – an underlying contract. The contract is the foundation for the entire transaction and, when a party breaches that agreement’s terms, causing you to suffer harm in the process, then you may have a claim for breach of contract. Pursuing that claim requires the closest attention to detail, as every word in the contract may matter and every decision you make, right down to the attachments you do or don’t include in your breach of contract complaint, can be the difference between success and failure. Experienced South Florida commercial litigation counsel can help you be sure you are best equipped to come out on the side of success in your case.

When it comes to the importance of details, a recent case from Fort Pierce is an example. The case involved a commercial property in that city. A grocery store was the tenant, and the lease agreement gave that tenant the right of first refusal in purchasing the property from the landlords. In 2017, a buyer expressed interest in buying both the grocery business and the property.

According to the grocery, it agreed to waive its right of first refusal. It allegedly did so to facilitate the buyer’s negotiations for the property purchase, but conditioned this waiver on the buyer proceeding with his purchase of the grocery. Allegedly, the buyer was not sincere in his overtures about buying the grocery. According to the tenant, the buyer quickly completed the purchase of the property, knowing that the lease agreement gave any new owner of the property a period of 60 days in which to terminate the lease agreement. After the sale was concluded, the buyer allegedly ceased attempting to buy the grocery and instead began efforts to evict the tenant.