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Checklist of What to Include in Your Florida Articles of Incorporation

July 15, 2019 Florida Business Litigation Blog, Professional Services Industry Legal Blog

Florida Law requires that any new company wishing to incorporate in the state of Florida file articles of incorporation with the Florida Department of State.  The articles of incorporation is the document that establishes the formation of the company.  If you are forming a new company seeking to incorporate in […]

Business Judgment Rule – Shielding the Corporate Director From Personal Liability and Considerations of Efficient and Financially Reasonable Resolutions

October 29, 2018 Florida Business Litigation Blog, Professional Services Industry Legal Blog

The business judgment rule shields corporate directors from personal liability.  However, directors must not breach the fiduciary duties owed to the corporation.  Under Florida law, corporate directors owe fiduciary duties to the corporation and its shareholders, which requires good faith, due care, and loyalty.  The directors’ fiduciary duties are codified […]

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

October 26, 2018 Florida Business Litigation Blog, Professional Services Industry Legal Blog

Though Florida was one of the first states to enact legislation permitting the organization of limited liability companies (“LLC”), usage of LLCs as a corporate form is still a relatively new concept.  With the Florida Limited Liability Company Act of 1999 and the passage of certain taxation legislation, LLCs are […]

Relevant Issues in Punitive Damage Claims in Business or Commercial Litigation

April 18, 2018 Professional Services Industry Legal Blog

I initially wrote an Overview of Florida Law on Punitive Damages Claims in Business or Commercial Litigation a few years’ ago. This article is meant to build upon the information provided in my initial article. In Federal Court, there is no requirement to proffer evidence of punitive damages prior to seeking financial net worth discovery. It is really important to understand this concept because in Federal Court it is much more difficult to prevent financial discovery then in State Court.

Escrow Binder Disputes and Interpleader Actions in Florida

January 6, 2016 Real Estate Development, Sales and Leasing Industry Legal Blog

When a real estate transaction fails to close, there are a multitude of legal issues that arise for the buyer, seller, and real estate broker. Often times the buyer’s earnest money binder or “deposit” is being held by a third party escrow agent. Both the buyer and seller are making conflicting claims to the binder. Section 475.25(1)(d)1., Florida Statutes, sets for the statutory procedure that real estate professionals should follow in the event of conflicting binder claims. Remember that real estate agents and brokers are regulated by the Florida Department of Business and Professional Regulation so they must follow some specific procedures in the event of a binder dispute. These procedure are outlined generally by Florida Realtors® and include seeking an Escrow Disbursement Order, Arbitration, Mediation or Interpleader. This blog will focus on the use of Interpleader Actions for escrow binder disputes in Florida.

The Independent Tort Doctrine: Post Tiara Condominium

December 8, 2015 Professional Services Industry Legal Blog

When the Florida Supreme Court wrote the Tiara Condominium opinion the legal community was unsure what the opinion meant. Tiara Condominium Association, Inc. v. Marsh & McLennan Companies, Inc,., 110 So.3d 399 (Fla. 2013). The opinion clearly states that the economic loss doctrine is applicable only in the context of premises liability cases. However, did Tiara Condominium also eliminate the contractual privity economic loss rule, which was sometimes referred to as the independent tort doctrine? There still is not absolute clarity on this topic but the reasoned decision is that the independent tort doctrine preceded the economic loss rule and is not abolished by Tiara Condominium.

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