Articles Posted in Commercial and Business

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If yours is a business entity based outside Florida and you find yourself facing litigation in the Sunshine State, it is important to have a skilled Florida commercial litigation attorney on your side. Whether you are seeking to get the cased dismissed due to a lack of jurisdiction or whether you are litigating here, you need experienced legal counsel who knows how to achieve the success you need.

When it comes to a business entity’s assertions of a lack of personal jurisdiction, the standard in Florida has evolved in recent years. A recent case from Palm Beach County highlights that change and what it means for out-of-state businesses or those seeking to sue out-of-state businesses in Florida.

The underlying case was a tortious interference action that related to a contract for the financing of a dolphin park. The investment bank that closed the deal for financing, and that was accused of engaging in the tortious conduct, maintained a small presence in an office tower in Palm Beach Gardens, but the bank maintained its primary headquarters in Southern California.

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Back in 2016, Florida voters voted overwhelmingly to legalize medical marijuana in the Sunshine State. After that change took effect, an entire new industry was born. With it came new commercial opportunities, new businesses and new joint ventures.

Joint ventures sometimes may not unfold as envisioned, especially in new industries. With that will inevitably come failed joint ventures and, sometimes, commercial litigation arising out of those failed ventures. If you find yourself entangled in a commercial lawsuit over a joint venture gone wrong, whether it does or does not involve marijuana, you need the power of an experienced South Florida commercial litigation attorney on your side.

A Palm Beach County-based investments company’s commercial litigation is less a lesson about the medical marijuana industry and more one about the benefits of the right tactics in commercial litigation. The Palm Beach County company was one entity that entered into a marijuana-related joint venture. The participating entities entered into a contract and a promissory note was signed. The note’s terms contained a provision that allowed the investments company to call the note if a default occurred.

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In any lawsuit, there may be certain types of procedural maneuvers that may alter how your case proceeds. One of the keys to success, then, is making the proper maneuvers in response to the actions taken by the other side in your case. Your opponent may try to convince the judge in your commercial litigation case that it is, for example, entitled to a dismissal when it actually isn’t. To be sure your case doesn’t get wrongfully derailed before you even get to trial, be sure you have the skilled and experience of a knowledgeable South Florida commercial litigation attorney on your side.

For example, take this recent case from Broward County. In the lawsuit, a New Jersey-based entity and a Maryland-based entity were involved in a legal action that included several commercial claims, including “fraud, breached fiduciary duties, converted funds, and intentionally interfered with an advantageous business relationship.”

In this suit, the plaintiffs asked the trial judge to sever the claims against the Maryland entity and one individual defendant from those against all other defendants. The judge ruled in the plaintiffs’ favor.

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As a business person, you’re certainly familiar with some legal concepts. You may, for example, very likely have a strong awareness of what a statute of limitations is and how it works. On the other hand, a legal phrase like “statute of frauds” may be something with which you’re less familiar. Even if you’re not familiar with that phrase, be aware that it can be very important to your business, especially your business’s commercial litigation cases. Rest assured that your knowledgeable South Florida business attorney is keenly familiar with that phrase and how it can help you in court.

Despite what you might think based on the wording, the “statute of frauds” is not something that only applies in cases involving fraud claims (although it may involve such a claim). A recent case between a South Florida real estate corporation and a Central Florida real estate broker was an example of how the statute of frauds can be the key to a success. The two sides reportedly inked a deal in 2004 for the broker to operate one of the corporation’s franchises, which was located in Maitland, Florida. 10 years later, they executed second franchise agreement, this time in regard to a franchise in Orlando.

The franchisor approached the franchisee about renewing the Maitland franchise agreement for an additional term. Allegedly, the franchisee expressed interest in doing so while secretly negotiating with a competing real estate firm. The franchisee allegedly dragged out the negotiation process until he had time to complete negotiations and sign an agreement with the competing firm, which he did in December 2014.

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If yours is an entity based outside Florida that does not do business in Florida, you may think you would have no need for legal services in Florida. That’s not necessarily true. It is still entirely possible to be hauled into court in Florida in a commercial litigation action, even if you have no contacts with the Sunshine State. In order to avoid having to defend yourself here, you’ll need to win a motion to dismiss for lack of personal jurisdiction. Doing that often requires a clear and complete understanding of Florida jurisdiction law. In other words, you need an experienced South Florida commercial litigation attorney.

As an example of how this can happen, take the recent case of one Oregon entity. The lawsuit arose after a Coral Springs-based auto transport company signed an agreement with a Portland, Oregon-based auto entity for the delivery of certain vehicles. According to the transport company, the contract called for the transport of 39 vehicles. Allegedly, the vehicles business paid for exactly three. The Oregon business agreed that it paid for only three but argued that it contracted for only three. The other 36 were the result of an agreement made by a sales associate who lacked the authority to enter contracts, according to the vehicle business. Also, the Oregon company alleged that it received only three vehicles, and the other 36 were never delivered.

The key to this dispute, at this point in the litigation, wasn’t whether the associate had legal authority to sign a contract or what became of the other 36 vehicles, it was where the case could be tried. The transport company sought to litigate the breach of contract case in Broward County. The Oregon business sought a dismissal of the action filed in Broward, arguing that the Florida courts lacked personal jurisdiction over it. The appeals court ultimately agreed with the Oregon company.

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If your business operates from a leased space, one of the most important business acts in which you’ll engage is the negotiation of your commercial lease. During this process, and before you sign on the line, it is important to sure that you understand all of the terms of your lease, including what each provision can do and what it can’t do (both for you and against you.) Once your experienced South Florida commercial real estate attorney has armed you with all of that knowledge, then you can make the best decision about whether or not to execute that document.

A North Miami Beach restaurant’s case is an example of this point. The restaurant signed a lease agreement in 2011 to rent a space in a shopping mall. The lease term was 10 years and stated an amount of “minimum rent,” which was $19,481 per month. The lease agreement also contained an “additional rent” provision that made the tenant responsible for paying, among other things, a certain amount of operating expenses.

The contract also stated that the tenant’s operating expenses portion of additional rent would increase by the fixed amount of 3% per year, “notwithstanding the actual amount of Operating Expenses otherwise allocable to the” space the tenant leased.

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The coronavirus-triggered shelter-in-place and social distancing requirements of 2020 have created, or at least hastened, changes in all walks of life, including in the world of business. Negotiations that might once have occurred face-to-face now might take place over a Zoom conference. Some businesses are, when it comes to their commercial contracts that once would have been executed with ink on paper, reconsidering whether those agreements can be signed electronically. With these new changes come new legal challenges, including ensuring that the methods you’ve used comply with Florida law in order that your end result will be an enforceable contract. Always be sure to rely on the advice of an experienced South Florida commercial contract attorney when it comes to executing such a contract, in order to ensure the contract with which you end up is one that’s drafted properly, executed properly and enforceable in the courts.

Electronic signatures are something that were gaining in popularity and frequency of use even before the pandemic struck. Before anyone had ever heard the phrase “COVID-19,” Florida had adopted its version of the Uniform Electronic Transactions Act. Fla. Stat. Section 668.50(7)(a) says that a signature “may not be denied legal effect or enforceability” strictly because it is an electronic one, and Subsection (b) says that just “because an electronic record was used in the formation of the contract,” that alone is not a sufficient basis to make the contract unenforceable.

In Florida, a valid electronic signature can be “an electronic sound,” a symbol, or a process “logically associated with a record” and inserted “with the intent to sign the record.” Electronic signature technology can allow signors to create an electronic version of their signature using their finger or a stencil on a touchscreen, or to sign with a prefabricated signature font created by the electronic platform. Either version potentially can be a valid electronic signature.

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Third-party beneficiary breach cases may occur from time to time in the course of your business, whether you are one of the actual parties to the underlying commercial contract, or your business is the third-party beneficiary.

A recent case from Miami is a very useful reminder that the law in Florida establishes some specific requirements in order for an alleged third-party to proceed with a breach of contract claim. If you are in the position of the third party, it is exceptionally important to be sure you have the right allegations in your court papers to cover all of the mandatory elements. If you are a defendant, your business may be able to use a shortcoming in one or more of these essential areas to get the case dismissed. Either way, it pays to have a South Florida commercial litigation attorney on your side who is experienced in these kinds of cases.

That recent Miami case involved a high-end vacation rental business that alleged that it was a third-party beneficiary to a contract, that a breach of that contract had occurred and that the breach has caused it to suffer damages.
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Many business people have a reasonable idea of what the word “jurisdiction” means generally. If you look it up on Google, that site says it’s “the official power to make legal decisions and judgments.” That’s a pretty fair overview-type description. The details of jurisdiction, and its impact on your business and business litigation actions, go much deeper, however. For in-depth knowledge of this area of the law, you need the skill of an experienced South Florida commercial litigation attorney, who can use the law to help you keep your case where you want it and avoid having to litigate in someplace where you don’t.

Recently, jurisdiction was the key to the resolution of a commercial litigation appeal between an international agricultural company and a Venezuelan cargo airline. The airline sought to litigate a multi-million dollar commercial contract dispute in state court in Miami.

The agricultural company was based in Dubai, its parent company was headquartered in India and even its U.S. subsidiary (which wasn’t part of this case) was based in Texas. Clearly, litigating a breach of contract action in Florida might be disadvantageous for the agricultural company. It might mean retaining additional attorneys, in addition to other expenses related to extensive travel and lost productivity elsewhere. So, what can you do if another company has tried to pull you into litigation in a far-flung place?

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In the creation of any commercial contract, there are certain goals you want to accomplish. What is true in most all commercial contracts is that you want an agreement that is completely clear, and where your rights and obligations are unambiguously laid out in “black and white.” Even after you’ve done that, though, you may still have to fight to get the benefit of the bargain that you negotiated and signed. When that happens, be sure to reach out an experienced South Florida commercial litigation attorney about the specifics of your situation.

Why does having a clear and unmistakable agreement matter so much? One reason is that having a contract that is devoid of any vagueness or ambiguity may alter the landscape of your litigation in your favor should your contract partner sue you for breach. As an example, consider the case between a multinational hospitality corporation and an entity that provided corporate registered agent services along with document retrieval and delivery services.

Reportedly, the contract between the two sides said that either one could terminate the contract, with or without cause, without liability, and could do so at any point during the initial term or during any renewal term, as long the canceling party provided written notice within a certain timeframe. The contract’s initial duration was seven years.

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