Blogs & Resources

This blog post is the second in a series of posts focusing on Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are a few significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post discusses the filing of the statement of authority, which the Revised Act allows pursuant to Section 605.0302, Florida Statutes.

This blog post is the first in a series of posts focusing on Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are a few significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post discusses the Revised Act’s elimination of the “managing member” concept for LLC management structures.

Florida’s condominium associations have been delegated authority by the Florida legislature to create and enforce their own bylaws so long as they do not conflict with the Florida Statutes. There are some provisions, however, that associations have no say in and those provisions must be included in their bylaws. These are found in Section 718.112, Florida Statutes. This blog post focuses on a few of those required provisions concerning board of administration meetings.

Previously we have explored: a) successful defenses to enforcement of personal guaranties, b) unsuccessful defenses to enforcement of personal guaranties, c) language requirements for personal guaranties, and lastly we will explore the obligation of an alleged guarantor when a personal guaranty is forged.

Most of the cases alleging an insufficiently drafted  personal guaranty concern corporate officers guarantying corporate debt, and the officer’s  subsequent defense that he was signing in a strictly representative capacity.  In deciding these cases, courts have also outlined the language requirements for a valid guaranty. This post is the third […]

This post is the second part of a two part series examining defenses to enforcement of personal guaranties in Florida. Part one identified successful defense to enforcement of a guaranty and can be found here. Part two seeks to analyze defenses that have been unsuccessfully asserted in defense of personal guaranty enforcement.

A personal guaranty is a contract signed by an individual wherein the guarantor affirms his or her personal obligation on a loan or some other debt obligation, such that if the original debtor becomes unable to pay the debt, the guarantor is personally liable for that debt and is legally responsible for its repayment. In a typical case, a President, CEO, or other officer signs a personal guaranty for the debts of his or her business and becomes personally liable for the debt if the business doesn’t pay it off. Florida case law demonstrates that a simple, but well-drafted personal guaranty that specifically enumerates the personal nature of the debt assurance is adequate to form a legal, binding personal guaranty. This Blog post seeks to identify successful defenses utilized in Florida case law to consider when drafting or seeking to enforce personal guarantees.

Many unit owners of properties within Florida’s condominium associations fail to realize that when they gain title to that property they are subjecting themselves not only to the Florida Statutes governing such associations but also to the association’s own rules and regulations. Moreover, many tenants, lessees and other occupants of association properties also fail to realize they are subject to such laws, rules and regulations by contracting to reside on the premises. Section 718.303, Florida Statutes, makes clear the obligations of unit owners and their tenants and provides for the remedies available to associations when such occupants break the rules. This blog post will provide a brief overview of Florida law concerning this issue.

It is common practice amongst practitioners in a contract dispute case to confirm the opposing party executed the essential documents to the transaction. Execution equals assent to the contract. But is the standard signature we think of, a cursive representation of our legal name, even necessary to create a contractual obligation? In reality, it is not. And lucky for us too because future generations may not even understand today’s concept of a signature.

The insurance requirements for condo associations and their unit owners have been codified by the Florida legislature within Section 718.111(11), Florida Statutes. What is important for interested parties to know is that the current Florida Statutes are controlling on the issue of property insurance requirements, regardless of what is contained within a condominium’s declaration or when it was recorded. In fact, the statute’s first sentence explains that, “this subsection applies to every residential condominium in the state, regardless of the date of its declaration of condominium.” Fla. Stat. § 718.111(11) (2013). Section 718.111(11), Florida Statutes, was amended in 2013, and this blog post is to provide interested parties with a high-level overview of the current insurance requirements of Florida’s condominiums and their unit owners.