Author Archives: Charles B. Jimerson, Esq.

Important Things to Know When Serving on a Board of Directors

Serving on the Board of Directors of any corporation can be a great opportunity for both personal and financial growth. As with everything in life, however, in order to receive, one must also give. This article will summarize the responsibilities imposed by the law on directors who serve in the state of Florida. The law to which we will be referring is judicial common law and Florida Statutes. Specifically, we will examine Florida Statutes Sections 607.0801 through 607.0832, which are the sections of the Florida Business Corporation Act that address boards of directors. These sources of obligation are in addition to the articles of incorporation and bylaws specific and unique to each corporation, which often supersede the base standards set by statute. If the directors fulfill their duties, they will be protected from personal liability for negative consequences of their decisions by the business judgment rule. A convenient way to organize the obligations imposed by these sources of law is according to the three broadly defined duties of directors: the Duty of Good Faith, the Duty of Care, and the Duty of Loyalty. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas:

Everything Lienors Need to Know About Construction Releases in Florida

Extensive knowledge about lien releases in Florida is integral to proper protection of parties entering into a construction project. This is primarily evident for those involved in construction, whose life work consists of providing their expertise, labor, and construction materials, primarily at their own expense at the outset of each project. In order for those in the construction industry to best utilize the protections afforded to them by Florida law, the key component to the process is self-education. Each and every construction project is an investment; an investment of one’s education, time, expertise, and financial backing. The time it takes to delve into Florida law and the protection it provides is small in comparison to the abuse and loss of value one could experience without doing so. Read Full Post

CATEGORY: Florida Construction Industry Law Blog Practice Areas:

Do Banks Owe a Fiduciary Duty in Florida?

In order to state a cause of action in Florida for breach of fiduciary duty, there must exist a fiduciary duty, a breach thereof, and resulting damages. Gracey v. Eaker, 837 So. 2d 348, 353 (Fla. 2002). In Doe v. Evans, 814 So.2d 370 (Fla. 2002), the existence of a relation of trust and confidence between parties was sufficient to establish the presence of a fiduciary relationship. Id. at 374, quoting Quinn v. Phipps, 113 So. 419, 421 (Fla. 1927). Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas:

Consumer Financial Protection Bureau Compliance: What Banks Need to Know, Part III

Jeb Hensarling, chairman of the House Financial Services Committee, amusingly described the CFPB as the “single most powerful and least accountable federal agency in all of Washington.” The broad power and authority of the CFPB places the agency in a highly leveraged position when it targets a financial entity. The CFPB can conduct informal, time-consuming and costly investigations, and can then pursue action without court approval. Once the action is initiated, the financial entity under review faces an administrative hearing before an administrative law judge that was appointed by the CFPB director. An appeal from this court winds up before that same CFPB director, where the next appeal would land you in federal court, where the CFPB director’s ruling is given considerable deference. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas:

Consumer Financial Protection Bureau Compliance: What Banks Need to Know, Part II

The CFPB is authorized to conduct investigations to determine whether any person is, or has, engaged in conduct that violates federal consumer financial law. The investigations often include subpoenas and other investigative demands for testimony, responses to written questions, documents, or other materials. Once a potential violation is discovered, the CFPB can pursue administrative proceedings or civil actions in Federal District Court. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: ,

Consumer Financial Protection Bureau Compliance: What Banks Need to Know, Part I

The financial crisis of 2007-08 triggered a substantial adjustment in the federal government’s regulation of the banking and lending industry; one notable result being the establishment of the Consumer Financial Protection Bureau (CFPB) under the Dodd-Frank Act (the Act) in 2010. The general goal of the CFPB is to protect consumers by restricting unfair, deceptive, or abusive practices, promoting financial literacy among consumers, researching consumer behavior, and monitoring financial markets to detect risks to consumers. Proper compliance with the CFPB’s continuously developing regulations can be elusive. Violations can result in fines, penalties, or civil liability in addition to bad publicity for an alleged violator. It is therefore important for all business entities to understand the scope of the regulations, proactively ensure compliance, and be prepared to deal with enforcement action from the CFPB. Read Full Post

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Effective Document Retention in the Construction Industry

Often leaders in organizations view a document retention policy as simply a written document that a company creates or obtains and then saves on its server with every other document the company has created or obtained and now retains. Best practices … Read Full Post

CATEGORY: Florida Construction Industry Law Blog Practice Areas:

Recovery of Attorneys’ Fees – Part III: Common Law Exceptions that Provide for the Recovery of Attorneys’ Fees

This blog post is part III in a series of blogs posts discussing the recovery of attorneys’ fees. Part I explored some considerations in the recovery of attorneys’ fees when the recovery is by virtue of a contractual provision. Part II discussed the statutory entitlement to fees and issues related to entitlement. This blog post will discuss common law exceptions to the general rule that generally requires a contractual or statutory basis for the recovery of attorneys’ fees. Specifically, this blog post will discuss four general common law exceptions that may provide a basis for the recovery of attorneys’ fees: (1) wrongful act doctrine; (2) inequitable conduct doctrine; (3) creation of a common fund; and (4) attempt to preserve assets in a trust. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas:

Get by with a Little Help from Your Friends: Important Considerations to Make When Entering into a Joint Venture in Construction

As the construction industry continues to boom, joint ventures have become increasingly common for contractors. Entering into a joint venture with another company can have enormous upside: it can provide a contractor with access to a new market, a broader geographic reach, new building techniques or knowledge, access to new and evolving equipment, and additional financing and bonding capacity. Further, a joint venture instantly increases working capital, manpower, equipment, specialized expertise and talent, and other resources that can be committed to a large project. Lastly, by allocating risk associated with a project among two or more contractors, each contractor’s risk is reduced. Read Full Post

CATEGORY: Florida Construction Industry Law Blog Practice Areas:

Effective Use Of Demonstrative Evidence And Trial Props In Commercial Litigation

How is it possible to determine the most effective way to present your case, while at the same time maximizing information the trier of fact is able to retain? It is well-known fact that individuals learn in many different ways. Accordingly, this makes it increasingly difficult for litigators to deduce what strategies to employ in order to help individuals best understand and retain information. Read Full Post

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