Florida Law requires that any new company wishing to incorporate in the state of Florida file articles of incorporation with the Florida Department of State. The articles of incorporation is the document that establishes the formation of the company. If you are forming a new company seeking to incorporate in […]
In 1923, the United States introduced the Frye standard to determine the admissibility of scientific evidence in a court of law. In Frye v. United States, the Circuit Court of Appeals for the District of Columbia ruled that for the results of a scientific test to be admissible, the test […]
Specially trained employees are a valuable commodity in the business world, so keeping these skilled employees is of the utmost importance to employers. Many people have a skewed perspective of non-compete clauses as being unfair to the employee against whom it is being enforced. To address this sentiment, the Florida […]
The business judgment rule shields corporate directors from personal liability. However, directors must not breach the fiduciary duties owed to the corporation. Under Florida law, corporate directors owe fiduciary duties to the corporation and its shareholders, which requires good faith, due care, and loyalty. The directors’ fiduciary duties are codified […]
Though Florida was one of the first states to enact legislation permitting the organization of limited liability companies (“LLC”), usage of LLCs as a corporate form is still a relatively new concept. With the Florida Limited Liability Company Act of 1999 and the passage of certain taxation legislation, LLCs are […]
One of the biggest legal mysteries for non-lawyers, even for experienced and sophisticated businesspeople, is the process of arbitration. The term gets used a lot, but few actually know what the process entails, and most people are usually apprehensive about going through an arbitration in a way they aren’t with […]
I initially wrote an Overview of Florida Law on Punitive Damages Claims in Business or Commercial Litigation a few years’ ago. This article is meant to build upon the information provided in my initial article. In Federal Court, there is no requirement to proffer evidence of punitive damages prior to seeking financial net worth discovery. It is really important to understand this concept because in Federal Court it is much more difficult to prevent financial discovery then in State Court.
When a real estate transaction fails to close, there are a multitude of legal issues that arise for the buyer, seller, and real estate broker. Often times the buyer’s earnest money binder or “deposit” is being held by a third party escrow agent. Both the buyer and seller are making conflicting claims to the binder. Section 475.25(1)(d)1., Florida Statutes, sets for the statutory procedure that real estate professionals should follow in the event of conflicting binder claims. Remember that real estate agents and brokers are regulated by the Florida Department of Business and Professional Regulation so they must follow some specific procedures in the event of a binder dispute. These procedure are outlined generally by Florida Realtors® and include seeking an Escrow Disbursement Order, Arbitration, Mediation or Interpleader. This blog will focus on the use of Interpleader Actions for escrow binder disputes in Florida.
When the Florida Supreme Court wrote the Tiara Condominium opinion the legal community was unsure what the opinion meant. Tiara Condominium Association, Inc. v. Marsh & McLennan Companies, Inc,., 110 So.3d 399 (Fla. 2013). The opinion clearly states that the economic loss doctrine is applicable only in the context of premises liability cases. However, did Tiara Condominium also eliminate the contractual privity economic loss rule, which was sometimes referred to as the independent tort doctrine? There still is not absolute clarity on this topic but the reasoned decision is that the independent tort doctrine preceded the economic loss rule and is not abolished by Tiara Condominium.
We are often asked by clients in corporate disputes how they can maximize value when they are a minority interest holder of a Limited Liability Company when the LLC operating agreement authorizes the Board, at its discretion, to repurchase a member’s interest at book value. In short, there are primarily […]