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Charles B. Jimerson
Managing Partner

Nikos Westmoreland
Director of Business Development

Jimerson Birr welcomes inquiries from the media and do our best to respond to deadlines. If you are interested in speaking to a Jimerson Birr lawyer or want general information about the firm, our practice areas, lawyers, publications, or events, please contact us via email or telephone for assistance at (904) 389-0050.

Monthly Archives: February 2015

Why Community Associations Cannot Afford to Ignore Lender Foreclosure Actions – Part I

February 23, 2015 Community Association Industry Legal Blog

By Hans C. Wahl, Esq.

It happens all the time—an association gets served with a lender foreclosure action and the papers get set aside, never given a second thought. It is hard to fathom a more costly approach to association management that, in the long run, produces a greater negative impact to the association’s budget. Let’s take a second to consider why it is that community associations are named defendants in a property owner’s foreclosure action and get served with the lawsuit in the first place. The reason is because associations have a financial interest and lien rights in the underlying property for the required assessments pursuant to their declarations and the Florida Statutes. By ignoring lender foreclosure actions an association is ignoring its own financial interest and main source of revenue. This blog post is the first in a series of posts discussing the top reasons why community associations must not ignore lender foreclosure actions.

Contingent Payment Provisions in Florida Construction Contracts

February 23, 2015 Construction Industry Legal Blog

By: James O. Birr, III

One of the most important provisions in any construction contract, or any contract for that matter, is the payment provision. Before signing the contract, parties must understand how and when they get paid and, in turn, when they are required to make payment. One way parties, particularly contractors, attempt to handle payment uncertainties is to include contingent payment provisions or time of payment provisions in their construction contracts. These provisions are commonly referred to as pay-if-paid and pay-when-paid provisions and are enforceable in Florida. While these provisions sound the same, they operate very differently and, as such, may have unintended consequences for the parties.

Setting Aside Fraudulent Transfers Part II: Voluntary Dissolution and Individual Liability of Principals

February 17, 2015 Banking & Financial Services Industry Legal Blog

By: Charles B. Jimerson, Esq. and Brittany Snell, Esq.

This blog is related to the previous blog post of “Setting Aside Fraudulent Transfers” as it relates to a creditor’s efforts to recover from a dissolved corporation or dissolved LLC. Setting Aside Fraudulent Transfers Part I: What to look for when going after officers or successor company discussed how a creditor may go after the successor corporation to set aside a fraudulent transfer. This blog post will discuss a creditor’s rights to go after principals for individual liability when a company has been improperly dissolved.

Florida Community Associations: Board Member Conflict of Interest

February 16, 2015 Community Association Industry Legal Blog

By: Hans C. Wahl, Esq.

With the number of community associations throughout Florida and the constant rotation of board members via yearly elections and other means, it is inevitable that conflicts of interest occasionally arise. For example, maybe the preeminent landscaping company in town just happens to be owned by an association’s vice president? Or, what if the best pool guy in the area is the son of a current board member? Such conflicts do not mean the association is automatically relegated to lower quality service. Moreover, the existence of a conflict in interest is not inherently a bad thing or evidence of corruption. The law requires board members to disclose conflicts of interest, and the Florida Statutes establish certain procedures that must be followed when conflicts exists. This blog post will provide an overview of the disclosure requirements when association board members have a conflict of interest, according to the Florida Condominium Act and the Florida HOA Act.

Jimerson Birr Named to Inaugural Gator100 List

February 10, 2015 Press Room

Jacksonville, Fla. – February 10, 2015 –Jimerson & Cobb is pleased to announce that it has been named to the University of Florida’s inaugural 2015 Gator100 list. The firm was honored at an awards luncheon Feb. 6 at the J. Wayne Reitz Union Grand Ballroom in Gainesville. Sponsored by UF, […]

Setting Aside Fraudulent Transfers Part I: What to Look for When Going After Officers or Successor Company

February 9, 2015 Banking & Financial Services Industry Legal Blog

By Charles B. Jimerson, Esq. and Brittany Snell, Esq.

You have a claim against a corporation and/or its officers, but you find out that the corporation is dissolved and there is a successor corporation in its place that appears to be essentially the same corporation. Now what? In Bernard v. Kee Mfg. Co., Inc., Florida’s Supreme Court adopted the traditional corporate law rule and its exceptions by holding that the liabilities of the selling predecessor will not be imposed on the buying successor company “unless (1) the successor expressly or impliedly assumes obligations of the predecessor, (2) the transaction is a de facto merger, (3) the successor is a mere continuation of the predecessor, or (4) the transaction is a fraudulent effort to avoid liabilities of the predecessor.” 409 So. 2d 1047, 1049 (Fla. 1982). Based on the foregoing, a claimant must prove one of these exceptions to the general rule to implicate the liability of the successor corporation on behalf of the predecessor company. In this bLAWg post, we will focus on the successor’s liability pursuant to the fraudulent effort to avoid liabilities. Note, this particular issue may be closely linked to improper dissolution or failure to properly wind down, but that is a topic for another discussion interrelated to a creditor seeking recovery from officers, shareholders, and corporations.

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