In Part I of this two-part series, we analyzed who may be liable under Florida’s Uniform Fraudulent Transfer Act (“FUFTA”) and the broad categories of what transferors and transferees may be liable for. In this blog post, we seek to asses exactly what those transferors and transferees may be liable for if a money judgment is imposed.
Simply put, Florida’s Uniform Fraudulent Transfer Act (“FUFTA”) is a “powerful remedy.” See Brandon C. Meadow’s in-depth blog, Are Florida’s Fraudulent Transfer Claims Subject to Equitable Tolling? But what good is this powerful remedy if creditors do not understand what exactly it can do for them in light of misconduct by debtors? This blog post seeks to show creditors what rights and options they have for unwinding transfers and obtaining payback against those who assets were fraudulently transferred to.
As discussed in Part I of this blog series, some of the most qualified candidates for employment are often current or former employees of competitors in your industry. Non-compete agreements are helpful to employers who wish to control and limit the competitive activities that an employee may engage in after his or her employment ends. Once an employer has decided to offer employment to a current or former employee of a competitor, these are the most important considerations to make.
While a case is being litigated, the Florida Rules of Civil Procedure provide that a party may take the deposition of any person. When deposing a corporate party on general issues, the business designates a corporate representative to speak for it. However, parties deposing corporations, in all variety of cases, will sometimes demand that the president, CEO, or another high-ranking official sit for deposition. These employees are commonly referred to as “apex employees.” Obviously, these high-ranking officers of the company will sometimes have information relevant to the case. However, sometimes a party will seek to depose an opposing party’s apex employee simply to inconvenience and/or harass him, or in order to gain a tactical advantage: the officer may have to disrupt a busy schedule, or may have to travel a great distance at a substantial cost. The deposing party may also try to somehow embarrass the officer, which could potentially damage the company.
The purpose of discovery within litigation is to uncover and ascertain the facts of a matter in order to argue the law based on those facts, and ultimately resolve the dispute before the court. In today’s world, evidentiary facts are often in digital form. The Internet of Things[1] connects common objects in our homes, places of work, and all points in between to the internet as information gathering sources. (Home alarm systems are a great example, which can track who arrives and departs from home and when; assigning distinct codes to each member of a household and sending text messages when the alarm is armed or disarmed.) Further, when people are moving from one place to the next, a large majority carry computers (mobile devices) around with them. For example, our smart phones tell us (and anyone else with access to our device) the best route to take to work and track where we park our cars. We are constantly plugged in, and therefore constantly creating a record of everything we do in what becomes digital/electronic evidence that is relevant if and when litigation arises. For more examples of electronic evidence, consider black boxes in vehicles, sensors, security cameras, home appliances, social media, websites, mobile devices, text messages, voice mail messages, chat history, e-mail, electronic documents and spreadsheets, mobile apps and games, and more. Handling all of this electronic evidence within the context of litigation is called Electronic Discovery (“eDiscovery” or “E-Discovery”).
Jury instructions are integral to facilitating each juror’s understanding of the law and the way in which to apply the law, when rendering a verdict following a jury trial. However, until just years ago, Florida lacked the substantive backing of jury instructions that were drafted with the specific intent to be utilized during contract and business law disputes. As standard jury instructions failed to properly guide jurors regarding what issues were of importance in their deliberations, naturally, parties subject to dispute found that jury trials failed to resolve matters in a way that promulgated equitable results to those involved. As we often take breach of contract cases to trial, these jury instructions will be pivotal for our practice at Jimerson Birr moving forward.
So-called “letters of intent” are used quite often in a wide array of business contexts. Even though they are used frequently, however, much of the time the parties signing the letter do not understand the legal effect of the letter. Parties often don’t understand if the letter of intent is legally enforceable. Can a party sue on the letter of intent alone if the other party fails to consummate the deal or hold up their end of the bargain? The answer to that question under Florida law is: maybe. This blog provides guidance on the main issues affecting enforceability of a letter of intent.
Business owners must determine the type of workers they will utilize to operate successfully. In some cases, owners think they are hiring independent contractors but, in reality, those workers may actually be employees. Failure to properly classify workers can result in fines, penalties, and payment of back taxes, so it is important that business owners understand the legal distinctions between an independent contractor and an employee.
What do you do when you are hit with litigation or a government investigation where you have hundreds of gigabytes, potentially meaning hundreds of thousands of pages of documents, and a short timeline for production? There are numerous technology-assisted ways to deal with large amounts of data, some of which include early cases assessment (ECA) tools, simple culling, and advanced analytics. Even with all of the technology available, large cases will likely require some form of manual review, but there are limited resources available that explain how to approach such a task. As such, what follows here is a step by step guide for how to manage human review, including both managing the human aspect of review and some basic technical considerations to take into account along the way. This should serve as a starting point for someone new to managing the process or who needs ideas for improving their large scale document review.
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.