You have a claim against a corporation and/or its officers, but you find out that the corporation is dissolved and there is a successor corporation in its place that appears to be essentially the same corporation. Now what? In Bernard v. Kee Mfg. Co., Inc., Florida’s Supreme Court adopted the […]
By: Brandon C. Meadows, Esq.
Lenders take heed: the Florida Supreme Court recently amended the Florida Rules of Civil Procedure governing mortgage foreclosures. Additionally, the high court promulgated several standard forms, which reflect the amended rules. The recent rule amendments and forms are in response to the recent legislation regarding mortgage foreclosures, including the new Section 702.015, Florida Statutes, which set forth the new pleading requirements for foreclosure complaints. The purpose of the statute is to “expedite the foreclosure process by ensuring initial disclosure of a plaintiff’s status and the facts supporting that status, thereby ensuring the availability of documents necessary to the prosecution of the case.”
By: James O. Birr, III
Mortgage foreclosures in Florida took an interesting twist in December 2014, due to the recent decision in Deutsche Bank Trust Company, et al. v. Beauvais, et al. This decision effects the time period for bringing foreclosure claims in the event of acceleration and a prior dismissal of a foreclosure lawsuit.
By: Brandon C. Meadows, Esq.
Florida entrepreneurs and businesses must make a decision to form the most appropriate business entity to suit their needs. Whether you are in the early stages of a start-up company, or whether you are a growing business in need of new corporate structure, there are many different considerations that will aid you in selecting the entity form that is right for your business. This article addresses several key considerations and distinctions between sole proprietorships, corporations and limited liability companies. Among those key considerations discussed are ownership requirements, equity allocation, formation and filing fees, governing documents, tax implications, liability, managerial authority, fiduciary duties, raising capital and sharing profits.
When purchasing a business, prospective buyers must take extreme care to ensure they are not also assuming the liabilities of that business. Florida follows the traditional corporate law rule which generally does not impose the liabilities of a predecessor business on a successor business. However, that rule is not absolute and exceptions exist that may result in a purchaser becoming responsible for the debts of the business being acquired. This Blog post will discuss the exceptions to the general rule and provide guidance on avoiding successor liability when purchasing a business.
By virtue of HB 7015, signed into law by Governor Rick Scott, effective July 1, 2013, Florida state courts will no longer apply the “Frye standard” (Frye v. United States, 293 F. 2d 1013 (D. C. Cir. 1923)) for determining the admissibility of expert testimony. Instead, Florida now follows Section […]
Parties in litigation often argue waiver or estoppel in an attempt to counter an adversary’s claims or defenses. A carefully crafted “anti-waiver” provision in a contract, however, can go a long way to avoid these waiver and/or estoppel arguments. Under Florida law, waiver is defined as the intentional relinquishment of […]
By: Brandon C. Meadows
When purchasing assets from a bankruptcy estate, purchasers often rely on the protections of 11 USC 363(f) of the Bankruptcy Code, which allows property to be sold “free and clear of any interest in property” if one of five statutory conditions are met. Those conditions are:
1.Applicable non-bankruptcy law permits a sale free and clear of interests;
2.The interest holder consents to the sale;
3.The interest is a lien and the sale price exceeds the aggregate value of all liens on the property;
4.The interest is in bona fide dispute; or
5.The holder could be compelled in a legal or equitable proceeding to accept money satisfaction of its interest in the property.
By Austin B Calhoun
Vendors are sometimes presented with customers going into bankruptcy. Vendors experienced in this dilemma are aware of preference actions pursuant to 11 U.S.C. § 547(b), whereby the trustee seeks to recover from the vendor all payments received from the debtor within the 90 day period prior to petition. There are various mechanisms and defenses a vendor can employ to block preference action recovery. One such tool is the critical vendor doctrine. This blog examines the steps a vendor must take to successfully implement the critical vendor doctrine in Florida bankruptcy courts.
Outside of Florida’s codified landlord/tenant laws, there are several ways a landlord can protect itself when involved in a commercial real estate lease. This blog post highlights some of the ways that commercial landlords may protect their personal and financial interests in commercial real estate leases. 1. Vet credit from […]