Professional Services Industry Legal Blog

Occasionally we are engaged to represent members of a closely held company who are being “squeezed out” of their business. This comes in many forms, but one of the fact patterns I have seen is when an LLC management committee meeting is conducted without notice, without proper quorum or in a way that makes the decisions voidable by the oppressed member/shareholder. Specifically, Florida law prohibits amendment to the bylaws of a company that are purposefully sought to restrict a particular shareholder’s original and vested contract rights, in an operating/ shareholder’s agreement or otherwise.

An agreement to arbitrate, which contains a class action waiver, can be an effective tool to help prevent small or moderate consumer claims from becoming class action lawsuits. Class consumer litigation, particularly that utilizing the Florida Deceptive and Unfair Trade Practices Act (hereinafter “FDUTPA”), has become en vogue over the last several years. As these types of class claims become more popular, it is more important to properly protect your business with well drafted agreements. It is also important to ensure that none of your agreements, if multiple agreements are necessary to complete a transaction, have conflicting terms.

By: Brittany N. Snell, Esq. and Austin B. Calhoun, Esq.
In 2013, the Florida Arbitration Code was amended and is now known as the “Revised Florida Arbitration Code” (“RFAC”). RFAC applies to all agreements to arbitrate that were made on or after July 1, 2013. Arbitration agreements entered into before July 1, 2013, may be subject to RFAC if all parties consent to RFAC’s application. Beginning July 1, 2016, an agreement to arbitrate, regardless of its date, will be subject to RFAC. Section 682.013, Florida Statutes (2014).

By: Brandon C. Meadows, Esq.
Many parties engaged in litigation are primarily concerned with resolving their disputes through the most cost-efficient means. In the early stages of litigation, clients pose some version of the following question: “Who is going to pay my legal fees?” Under the common law, each party should bear their own legal expenses incurred. However, entitlement to fees can exist if provided by contract or statute. Because contractual and statutory entitlement to fees is in derogation to the common law, strict compliance with the contract or statute is required. This article addresses a party’s ability to recover statutory attorneys’ fees through strict compliance with the rules and statutes regarding a Proposal for Settlement.

By: Brittany N. Snell, Esq. and Austin B. Calhoun, Esq.
Many people routinely document their lives through interactions on social media forums such as Facebook, Twitter, LinkedIn, or some other social media site. With social media becoming more and more a part of our everyday lives, the content of social media has inevitably become valuable to litigation. While you may be shaking your head and agreeing with the relevancy of social media, when is the last time you included a social media request in your discovery requests? If you included this request, how specific was it? This blog post will explore the growing use of discovery requests to obtain vital information from social media.

As Florida’s workforce becomes more specialized and mobile, the economic climate becomes increasingly competitive for employers to protect their business interests. In an effort to protect those interests, employers frequently include restrictive covenants, or non-competition language, within their employment agreements to govern the conduct of employees upon termination or resignation. […]

By: Brandon C. Meadows, Esq.
Florida entrepreneurs and businesses must make a decision to form the most appropriate business entity to suit their needs. Whether you are in the early stages of a start-up company, or whether you are a growing business in need of new corporate structure, there are many different considerations that will aid you in selecting the entity form that is right for your business. This article addresses several key considerations and distinctions between sole proprietorships, corporations and limited liability companies. Among those key considerations discussed are ownership requirements, equity allocation, formation and filing fees, governing documents, tax implications, liability, managerial authority, fiduciary duties, raising capital and sharing profits.

When purchasing a business, prospective buyers must take extreme care to ensure they are not also assuming the liabilities of that business. Florida follows the traditional corporate law rule which generally does not impose the liabilities of a predecessor business on a successor business. However, that rule is not absolute and exceptions exist that may result in a purchaser becoming responsible for the debts of the business being acquired. This Blog post will discuss the exceptions to the general rule and provide guidance on avoiding successor liability when purchasing a business.

By virtue of HB 7015, signed into law by Governor Rick Scott, effective July 1, 2013, Florida state courts will no longer apply the “Frye standard” (Frye v. United States, 293 F. 2d 1013 (D. C. Cir. 1923)) for determining the admissibility of expert testimony. Instead, Florida now follows Section […]

Parties in litigation often argue waiver or estoppel in an attempt to counter an adversary’s claims or defenses.   A carefully crafted “anti-waiver” provision in a contract, however, can go a long way to avoid these waiver and/or estoppel arguments. Under Florida law, waiver is defined as the intentional relinquishment of […]