Professional Services Industry Legal Blog

When an employer seeks to enforce its non-competition agreement against its former employee, one of the most common defenses raised by the employee is that the employer failed to compensate the employee under the terms of the contract. The defense of non-payment is often enough to hamper the employer’s efforts to enforce its rights with a temporary injunction, which requires the employer to demonstrate its likelihood of success on the merits. So how can an employer get its temporary injunction now and fight the “non-payment” battle later? It all starts with contract drafting: if the non-compete provision is expressly independent of the remaining terms and conditions, non-payment of employee compensation is no defense to its enforcement. This Blog post analyzes a recent non-compete case is the latest Florida ruling to address the importance of drafting independent restrictive covenants.

The recovery of attorneys’ fees is an important consideration prior to initiating litigation. Under Florida law, a party can only recover its attorneys’ fees if there is a statutory or contractual basis for doing so. Trytek v. Gale Industries, Inc., 3 So. 3d 1194 (Fla. 2009). This posting focuses on a “prevailing party’s” contractual right to recover attorneys’ fees and a suggestion to improve contract language to recover all attorneys’ fees should you find yourself in litigation.

Under Florida law, the dissolution of a corporation can occur for many reasons. Section 607.1401, Florida Statutes, covers dissolution occurring by the actions of incorporators; section 607.1402, Florida Statutes, concerns dissolution by the board of directors and/or shareholders; and section 607.1420, Florida Statutes, governs administrative dissolution, which is an action commenced by the department of the Florida Secretary of State for various reasons. Whatever the cause for the dissolution, Florida law is clear on the process for winding up the corporation, including the allowable actions by agents, officers and directors subsequent to the dissolution. Specifically, those individuals may not carry on any business except that appropriate to wind up and liquidate the business and its affairs. Fla. Stat. § 607.1405(1). If a person enters into contracts or conducts other business in the name of a dissolved corporation then that person can be held personally liable for those contracts and business obligations. This blog post will discuss the extent of that personal liability and the remedies available to those damaged by corporate action subsequent to dissolution.

The statute of limitations refers to the period of time in which a potential plaintiff is allowed to bring a legal claim against a potential defendant. Chapter 95, Florida Statutes, provides the statute of limitations period for all possible causes of action under Florida law. For a breach of contract claim, Section 95.11(2)(b), Florida Statutes, makes clear that the statute of limitations is five years for most contracts (contracts for the improvement of real property have a 4 year statute of limitations). This means that if suit is filed five years and one day after the breached occurred, the defendant could raise a statute of limitations defense and have the suit dismissed. However, not all contracts are the same and, therefore, the statute of limitations does not apply to all contracts equally. This blog post discusses how the statute of limitations for claims involving a breach of contract applies to what is known as installment contracts.

Anyone involved in litigation today knows that E-Discovery is a growing tool in the litigator’s tool box used for the purpose of the production of documents by electronic means. Specifically, E-Discovery is discovery that deals with the exchange of information in electronic form referred to as Electronically Stored Information (“ESI”). Should a lawyer choose to take the route of E-Discovery during the course of litigation, the following ten categories may help develop a cost and time efficient plan.

Since the advent of the computer era and its infectious spread throughout the technological world we know today, the possibility for computer related fraud has always existed. With the rise of the internet, access to all kinds of information had never been easier or faster. Even top secret information from intelligence agencies of the United States were at risk and vulnerable to hackers or people simply looking for some at-home entertainment. To a hacker, the world was at their fingertips, literally. This Blog post seeks to explore some of the laws implicated by illegal hacking and what civil remedies victims are afforded.

This blog post is the fifth in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the rights of members and managers to take distributions from LLCs, along with discussing liability for improper distributions.

A concern regarding the cleanliness of our water supply is not a new issue. Litigation revolving around the cleanliness of our water supply is increasing daily thanks in part to hydraulic fracturing. Hydraulic fracturing—often referred to as “fracking” or “hydrofracking”—and horizontal drilling are not new ways to produce oil and gas; the use of hydrofracking has simply increased recently. Hydrofracking was first tested in 1903, and first used commercially in 1948. By 1988 hydrofracking had been applied to one million wells, and currently about 35,000 wells per year experience some measure of hydrofracking. As the use of hydrofracking has increased so have the concerns, resulting in an increase in related litigation. Part of the explanation for the increased hydrofracking litigation is because fracking is now being used in jurisdictions that are not familiar with oil and gas drilling. A majority of the litigation revolves around concerns of the potential effects on groundwater and chemical composition of the liquids used in hydrofracking, but property, tort, and contract claims have grown exponentially in relation to hydrofracking. This Blog post seeks to explore the top 5 hottest legal issues in hydraulic fracturing litigation.

This blog post is the fourth in a series of posts that will discuss Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post focuses on the changes to Florida law concerning the indemnification of members and managers of LLCs.

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 […]