Published on:

By

When you enter into a marriage – and you are someone with substantial assets that you own in your name alone – there are several concerns you may have (in the event of a future divorce). There are also several ways to address issues related to the large-value assets you possess prior to your marriage. A pre-nuptial agreement may be one way to approach the situation. Another way is simply to ensure that your separate property is kept completely separate and is never mixed (or what the law calls “commingled”) with your marital assets in any way. As always, if you have questions about your high-value separate assets and your marriage, talk to an experienced South Florida divorce attorney.

The residence or residences you own may represent a substantial portion of your overall wealth. Whether it’s a condo on Fisher Island Drive or a house in Coral Gables, your real estate holdings are an important piece of your overall financial picture and, certainly, losing 50% ownership of such a property simply due to a contested divorce is something you probably want to avoid. For E.E.S., his was a more humble property in Cutler Bay, but his legal case is still instructive for people with high-value assets.

The husband purchased the home with his own money in 2003. In 2005, he married the wife. Even after the couple’s wedding, the home remained titled in the husband’s name alone. During the couple’s marriage, the husband was the sole source of the couple’s income and his funds were the sole means by which the home’s mortgage payments were made. The evidence that the lower court heard offered nothing to indicate that the wife contributed anything to the value of the home. No marital labor, no improvements to the home, no financial contributions. Nothing.

Continue reading →
Published on:

By

There are many things that may represent hurdles along the path of your lawsuit. While problems with your entity’s standing with the state’s Division of Corporations may represent a bump along your path, it does not have to be a permanent roadblock. With the help of skilled South Florida business counsel, these problems can be addressed and corrected, and you can continue your pursuit of your case in court.

There are many reasons why an entity might not be in good standing with the Division of Corporations. Administrative dissolution can occur for a variety of reasons, with some being as procedural as a failure to file an annual report. One reason why this might happen is if the entity is ceasing activity and winding down.

A case that originated in the Tampa area was an example. A fence installation business sued another business for civil theft, conversion and replevin. The defendant filed a counterclaim against the plaintiff.

Continue reading →
Published on:

By

Commercial contracts require many things in order to achieve their maximum potential successful usefulness. One component to this maximization is making sure that you understand exactly what your commercial contract does, and does not, require of you. What are the situations in which your agreement requires a written modification? What are the situations in which you can proceed without a written modification? Being wrong about the answers to these questions can cost you thousands or even millions of dollars. In other words, it is essential to be right, which is one of many reasons why it is imperative to have knowledgeable Florida business counsel representing your interests.

As an example, consider this case from here in Miami-Dade County. A Miami painting business signed on to serve as a subcontractor that would provide painting and waterproofing services on a public building project in the Overtown neighborhood of Miami. Problems emerged when the building owner, Miami-Dade County, decided that it wanted the waterproofing work done in a particular manner not previously contemplated by the contractor or subcontractor. Meeting this added demand was more time-intensive and, therefore, more costly.

The subcontractor sent the contractor a change order for $95,100 for the extra work that was required. The contractor sent it to the county, but the county rejected it. The project architect expressly refused to approve the change order, contending that the more time-intensive work demand was “within the scope of the construction documents,” which would mean that the county was not required to pay the demanded extra sum.

Continue reading →
Published on:

By

If you are an executive or senior manager of a business, then there is a reasonable chance that the income you receive from your work comes in payments that are a bit more complex that just X dollars per hour or Y dollars per year. You may receive a combination of salary, commissions, bonuses or other payments that are, when taken together, structured to represent your true compensation. This can potentially create challenges, however, if you go through a divorce. The precision of your marital settlement agreement may make huge differences in matters like alimony, as the exact definitions used may alter how much you are legally obliged to pay. When it comes to negotiating or enforcing a marital settlement agreement as a corporate officer or manager, be sure to look to a South Florida family law attorney experienced in handling scenarios like yours.

Take, for example, the case of D.W. and his wife H.W. The husband was a corporate executive and he was “subject to different compensation programs.” At various times, he received a base salary, income deferrals, and the opportunity to receive performance-based bonuses.

When D.W. and his wife divorced, they entered into a marital settlement agreement that resolved, among other things, alimony. The agreement stated that the husband owed the wife alimony in the amount of 30% of the husband’s gross income. The contract defined gross income as “periodic income that Husband receives as a direct result of his employment efforts, before considering any deferrals and tax affected retirement savings husband may elect to have deducted from his pay.”

Continue reading →
Published on:

By

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.

Continue reading →
Published on:

By

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.

Continue reading →
Published on:

By

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.

Continue reading →
Published on:

By

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.

Continue reading →
Published on:

By

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.)

Continue reading →
Published on:

By

Sometimes, your divorce may have a substantial impact on your personal life but be limited to that. Other times, your divorce has the potential to impact both your personal life and your business life. A court order in your divorce case that freezes all your assets, for example, may have a significant and debilitating effect on your business activities, as well as impair your ability to meet your personal financial obligations. Avoiding such problems requires many steps, including mounting an aggressive defense to avoid outcomes like an injunction that freezes your assets. When you find yourself in such a divorce battle, it pays to have skilled South Florida divorce counsel on your side.

A recent Broward County case was an example of this. In the case, the wife, C.O., had obtained a divorce judgment that required the husband, W.O., to pay both alimony and child support. Sometime later, the wife obtained a judgment for certain unpaid amounts of alimony and child support. Following her obtaining that judgment, the wife went back to court and sought an injunction that would have frozen all of the husband’s assets, including his impending inheritance.

When your spouse seeks an injunction, such as one that would freeze all of your assets, the law requires her to provide the court with certain evidence before the court grants the request and issues the injunction. For one thing, the party who asked for the injunction has to demonstrate that she has a substantial likelihood of winning in the underlying litigation action. Additionally, she has to show that, if the court doesn’t grant her the injunction for which she’s asked, then she will suffer “irreparable” harm. Generally, any type of harm that can be fully and fairly compensated later through an award of money damages cannot constitute “irreparable” harm under the law.

Continue reading →