Professional Services Industry Legal Blog

An expert witness is an individual that is authoritative in their particular field and able to assist the finder of fact in reaching a conclusion at a trial. Aside from discerning whether the potential expert witness is someone who can make some sort of impact on the case and present well to a fact finder, it is important to know what is required in order to have that expert presented to the fact finder for evaluation of the expert opinion. This post describes the law and methods utilized in qualifying an expert witness in Florida.

The Constitution of the United States of America is the ultimate authority which allows foreign judgments to be domesticated in Florida.  Judgments of any other state in the union may be domesticated in Florida, but its statute of limitations varies depending on how and why a petitioner is seeking enforcement.  […]

A Limited Liability Company (“LLC”) is a business entity structure which is allowed  by Chapter 608, Florida Statute.  As a result, what the statute creates, the statute can also take away.  A LLC allows its owners (called Members), to have limited personal liability for the debts and actions of the […]

Contract reformation is an equitable remedy that acts to correct an error not in the parties’ agreement but in the writing that constitutes the embodiment of that agreement. It is designed to correct a defective or erroneous instrument so that it reflects the true terms of the agreement that the parties actually reached and, at its essence, acts to correct an error not in the parties’ agreement but in the writing that constitutes the embodiment of that agreement. The doctrine has evolved such that if a document is to be reformed, it should reflect the true intention of the parties. Florida courts employ this equitable measure in order to preserve the sanctity of the contracting parties’ negotiations and the spirit of the deal.

Occasionally we represent a bank that has multiple parcels of property to foreclose upon in order to obtain pledged collateral on a non-performing loan. Regretfully, we often have to maintain separate actions and are unable to consolidate those actions because the parcels are in different counties which lie in different […]

Most bank lending documents (and commercial contracts for that matter) contain a merger clause, which explicitly states that the agreement itself embodies the entire understanding nd agreement between the parties and further supersedes any and all prior agreements, promises, negotiations, representations, understandings, or inducements, whether express or implied, oral or written, regarding the terms of the agreement between the parties. Therefore, by the express contractual terms of the parties, the integrated agreement itself, subject to limited exceptions, will embody the entire agreement between the parties. The effect of this clause is to bar parties from reaching outside the confines of the written agreement to impose additional contractual duties upon the other party. This often becomes an issue when a claim or defense of fraudulent inducement is asserted in attempt to vitiate an integrated document. This blog post will endeavor to analyze the interplay of a fraud in the inducement defense/claim with a merger clause.

Some might say it is logical to think that if a complaint is dismissed with leave to amend within a prescribed time period that, should counsel fail to file an amendment, the case would automatically become dismissed with prejudice.  This is not the case under Florida law.  In fact, in […]

A recent conversation with another civil litigation attorney about a hearing on attorney’s fees prompted me to remember the good old days of law school when I first learned about pleadings.  I realized that, had I not had newly sworn in criminal Judge Tyrie Boyer as a professor of Florida […]

Expert discovery has just been served by opposing counsel and your retained expert provides you with a copy of his file, including all documents he has reviewed in the matter, as requested. Your heart skips a beat as you discover several privileged documents have been provided to your expert throughout […]

Recently, a clause in an industry standard sales contract backfired, much to the dismay of the car dealer. In Duval Ford v. Rogers, 73 So. 3d 261 (Fla. 1st DCA June 21, 2011) a sophisticated car dealer’s Retail Buyer’s Order (“RBO”) was rendered unenforceable by the existence of a merger clause in their Retail Installment Sales Contract (“RISC”). Florida’s First District Court of Appeals held that the RISC was the entire contract, consistent with the merger clause. Therefore, the RBO was totally irrelevant. Irrelevant RBO’s will require substantial sales practices changes in the automotive industry.