Payton & Associates, LLC

Miami Business Litigation Lawyers

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Miami, FL 33131

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Payton & Associates, LLC

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Miami Business & Commercial Law Blog

Legitimate reasons for enforcing non-compete agreements

From time to time people in Florida need to find a new job. This could for a variety of reasons. For example, they could find that their current employment is not the right fit for them, or they may want to move up in their career but do not have those opportunities at their current company. Other times it is because they were laid off or fired from their current employment. Also, people may have gone back to school for a higher degree and want to utilize it. Whatever the reason for getting a new job, though, the person will most likely sign an employment contract before they start the new job.

These contracts generally state the terms of employment, but most also contain clauses such as non-compete agreements, which are designed to protect the company from potential damages if the employee later leaves or is fired. Companies work hard to develop relationships with customers, clients, suppliers and other people, and their employees inevitably will learn important information and form relationships with these people. So, it is important for employers that this hard work stays with the company and not the individual employee.

The basics of mechanic's liens for construction contracts

There are many new construction projects starting in Florida almost all the time. These construction projects could include just improvements to existing structures and dwellings or could involve construction of completely new buildings. These construction projects generally begin with the owner of the property signing a contract with a contractor in which the contractor agrees to complete the construction and the owner agrees to pay the contractor for their work.

However, in most instances the contractor is not paid in full up front. There may be a down payment, but usually contractors are not paid in full until all the work is complete. This means that the contractor must simply rely on the owner's word that they will in fact be paid. Unfortunately, sometimes this does not occur, and the contractor can lose a lot of money as a result. So, to help protect these people, the law allows the contractor to place construction liens -- or mechanic's liens as they are commonly referred.

What is fraudulent misrepresentation in contract disputes?

When businesses in Florida interact with other businesses and individuals, generally it is done through contracts. The parties to the contract agree to do certain things in exchange for something else, and when the parties reach an agreement it is generally then written down and the parties will sign a formal contract. When businesses enter into these contracts though, they have to have some assurances that the other party is capable of doing what they are agreeing to do.

The business could do some independent investigation, but there are many times when one party simply relies on the representations of the other party when entering into a contract. So, they expect that the representations are true. However, there are many times when the representations may be false, and sometimes the party may purposefully misrepresent facts to induce the other party into signing the agreement. These are known as fraudulent misrepresentations. When a fraudulent misrepresentation occurs, the aggrieved party may want to pursue a fraud claim.

Multiple multi-million dollar office sales last month in Florida

Some companies in Florida own the real estate they do business on. Other companies prefer to rent their premises. This can be very lucrative for the landlord, particularly when the real estate can be portioned out for use by multiple commercial tenants. However, just like real estate in general, the commercial real estate market fluctuates and buildings are sometimes worth more than at other times. Recently the market has been fairly hot, so there have been a number of sales as owners are trying to make the most on their investments.

In June there were a number of significant commercial real estate transactions. We previously wrote a post about one of the sales, but now the sale price is known. It has now been revealed that the sale price for the 1111 Brickell Avenue building was $248.5 million. Another office park was purchased for $34.75 million. Another office building sold for $23.7 million while two others sold for $13.5 million and $13 million. These new owners will now become the new landlords for the many different tenants in the respective buildings.

Interpretation of disputed terms in a contract dispute

People and businesses in Florida enter into contracts almost every day. Some contracts are simply accepting the terms for using a product or service, but many others take many hours of negotiation to ensure that the contract states exactly what the parties to the contract want it to say. The more money that is on the line, generally, the longer contract formation process may take. After the contract is signed by all parties, it becomes official, and everyone is bound by its terms.

However, from time to time one party may violate those terms and breach the contract. This can lead to contract disputes. These disputes can be fairly straightforward in some situations when the breach is very obvious, but other times the breach may be more subtle and both sides may feel they are in the right. This can occur when the parties dispute the meaning of certain terms in the contract. Eventually if the parties cannot reach an agreement, the contract dispute may go to a jury or judge to decide for them.

Situations when directors breach fiduciary duties

There are many different corporations in Florida. These corporations are set up to run businesses and ultimately make money for the shareholders of the corporation. However, since not all shareholders can effectively make decisions for the corporation, the shareholders of the corporation will select directors and officers to run the corporation. This means that the shareholders, who have invested their money in the corporation, need to put their trust in the directors that they will run the corporation competently. If they do not it could lead to business disputes.

To ensure this occurs directors of corporations have fiduciary duties to the shareholders. Generally this means that the directors have a duty of loyalty and a duty of care. Directors must use their judgment to make decisions that are in the company's best interest. This does not mean that every decision has to work out, but they need to act as a prudent person in their position would act. However, from time to time directors breach these duties and shareholders may have claims against them.

International Asset Sequestration

As a member of IR Global, it is an honor to have been selected to participate in this publication by IR Global, a Virtual Series on International Asset Sequestration. Follow my thoughts on Florida's legal system asset sequestration requirements, procedures and priorities.

A notice of claim of construction defect is suit

Construction is big business in South Florida, with its booming commercial real estate market. Occasionally, the rush to complete a project or development - or perhaps faulty engineering or design - can result in construction defects. When a construction defect is discovered in Florida, the typical procedure under state law is to file a notice of construction defect with the general contractor of the project. This is a requirement before a lawsuit can be filed.

The general contractor will then usually look to its insurer to cover not only the defects themselves but also to defend the contractor against liability for the construction defect(s) or to cover the costs of the defense. In one such case, Altman Contractors, Inc., general contractor on the Sapphire Condominium project - a high-rise in Fort Lauderdale - received numerous claim notices from condominium owners that alleged over 800 construction defects. Altman, in turn, tendered defense to its insurer, Crum & Forster Specialty Insurance Company.

What is a business tort in Florida?

Financial loss is an inherent risk to any business. Market conditions can change, competition can become fiercer and customers may disappear. These are all possibilities that any firm faces when wading into the waters of the free market. On the other hand, when financial loss is caused because of the actions or inaction of another business, individual or group of individuals, it is not something that a firm would normally expect to encounter as a part of its day-to-day operations.

When a firm or an individual causes another business to suffer financial injury, this might be a business tort. Business torts are usually intentional acts, such as fraud or theft of trade secrets. But, they can also arise from negligent or reckless acts or inaction. For example, if a former employee uses information that he learned in his previous position at his new company, but does not realize that the information was protected as a trade secret, he has committed a negligent or reckless - as opposed to intentional - business tort.

Joint venture buys 30-story office building

Miami's commercial real estate market has been hot for several years now, but the risks are real. The recent sale of a large office building helps illustrate the potential upside and downside.

The 30-story tower at 1111 Brickell Avenue recently sold to a joint venture involving real estate giants KKR and Parkway Property Investments for an undisclosed amount. When it last changed hands in 2013, it sold for $185 million.

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