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Author: Jimerson Birr

February 2011

February 11, 2011 In The News

Charles Jimerson was questioned on tactics used by condominium associations to reclaim unpaid association fees for the article in the February 11-17, 2011, edition of the Jacksonville Business Journal.

Condominium Association Director Liability

February 8, 2011 Community Association Industry Legal Blog

By Harry M. Wilson, IV Esq.

Being a director of a condominium association can be a thankless job. First, as a director of the association, you are an unpaid volunteer and the Association itself is a not-for-profit corporation. Nonetheless, under Florida Statutes Section 718.111(1), the “officers and directors of the association have a fiduciary relationship to the unit owners.”

Rescinding Job Offers in At-Will Employments in Florida

February 8, 2011 Professional Services Industry Legal Blog

Today’s labor market can be generally characterized by high job turnover. Nationwide, in November 2010, over four million employment positions were filled and nearly an equal number of employment relationships were severed. Understanding the relationship between employers and their current and prospective employees is very important in a national labor market with a job turnover rate of approximately two percent of the labor force per month. The predominant and default employment arrangement in the United States is “Employment-at-Will. In Florida, an employment agreement that does not provide for a specified duration of employment, in the absence of surrounding facts that could be construed as a durational restriction, is recognized as an agreement to employment at will. See Savannah, F. & W. RY. CO. v. Willet, 31 So. 246, 314 (Fla. 1901). Employment-at-will allows for the termination of employment at any time by either the employer or employee. See e.g. Demarco v. Publix Super Markets, Inc., 360 So. 2d 134, 136 (“The established law is that where the term of employment is discretionary with either party or indefinite, then either party for any reason may terminate it at any time and no action may be maintained for breach of the employment contract.”)

In a labor market with high job turnover, employers and employees are constantly creating new employment relationships and severing previous employment relationships. When an employee makes a transition from an existing employer to a new employer, they usually give notice to their existing employer and effectively sever the employment relation with their existing employer. The at-will doctrine allows employees the flexibility to do this. The drawback to this flexibility comes when the employee relies on an offer for new employment and then the offer is rescinded by the prospective employer. This situation has received varied treatment across jurisdictions.

This post describes how this situation is treated in Florida courts.

Been Caught Stealing: Expelling or “Kicking Out” Members From Florida Limited Liability Companies When a Member is Diverting Assets

February 3, 2011 Professional Services Industry Legal Blog

Though Florida was one of the first states to enact legislation permitting the organization of a limited liability company (“LLC”), usage of LLCs as a corporate form is still a relatively new thing. With the Florida Limited Liability Company Act of 1999 and the passage of certain taxation legislation, LLCs are a very favorable business organization form for small and mid-sized businesses. Nearly every LLC maintains a separate written or oral operating agreement, which is generally defined as the agreement governing the LLCs business, and member’s financial and managerial rights and duties. LLCs operating without an operating agreement are governed by the state’s default rules contained in the relevant statute and developed through court decisions interpreting those laws. In Florida, the LLC statute is Fla. Stat. Chapter 608.

Often in a small, member-managed LLC, managerial and financial disputes arise among the members regarding business affairs of the company or distribution of company assets. Clients often come to our firm to analyze and litigate issues regarding one or more fellow members who have committed breaches of the operating agreement, common law or statutory duties or in some cases have gone as far as violating criminal laws. In analyzing the aggrieved member’s rights against these rogue members practitioners must first turn to the LLC operating agreement before utilizing Fla. Stat. §608 and case law to fill in the gaps. As a case study for expulsion, we will analyze a scenario where a member is diverting company assets.

Domesticating Florida Judgments in Georgia, Part I

December 30, 2010 Professional Services Industry Legal Blog

By: Emily C. Williams, Esq.

Due to the transient nature of individuals in today’s society, attorneys are frequently being employed to collect judgments that were obtained elsewhere. This is especially true for multi-licensed attorneys who practice in a state in close proximity to the state line of another. For the purposes of this discussion, I will analyze the procedural steps necessary to enforce a Florida Judgment in Georgia, and explain the difference in enforcing a foreign judgment under the Uniform Enforcement of Foreign Judgments Law and through domestication.

The Life Cycle of Judgment Liens and How to Extend Them

December 7, 2010 Banking & Financial Services Industry Legal Blog

By: Harry M. Wilson, IV, Esq. and James D. Stone, III

While obtaining a judgment against a debtor that owes you money is an important victory, it is often not the final battle one fights against the debtor. Just as there are time limitations on your ability to file an action against a debtor, there are also time limitations to enforce a money judgment in Florida. While the general rule is that the life of a money judgment is 20 years in the state of Florida it is important to know the procedures for using the full 20 years.

Protection From False Claims Act in Construction

November 10, 2010 Construction Industry Legal Blog

By Harry M. Wilson IV, Esq. and James D. Stone III

The False Claims Act (FCA) dates back to 1863 and was originally intended to fight fraud by defense contractors. The large majority of the cases filed over the past few years have involved medical and pharmaceutical claims. However, with the recent changes in the FCA lowering the standards needed to file suit and the increase in federally funded spending on construction projects there is a strong possibility of increased FCA claims in the construction industry by current and former disgruntled employees. With the increased possibility for these FCA claims the best way to protect your business is to first understand the basics of the FCA and then to establish a good compliance system.

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