Blogs & Resources

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 […]

By

James O. Birr, III

Florida’s Civil Theft statute is an attractive claim to many plaintiffs because, if successful, it allows recovery of treble damages and attorney fees. See 772.11 of the Florida Statutes. Civil theft claims can be asserted by individuals and businesses alike, and are meant to create civil liability for criminal practices that are violations of 812.012-812.037 or 825.103(1) of the Florida Statutes (i.e. crimes of theft, robbery, and exploitation of elderly persons). A party contemplating asserting a civil theft claim under Florida law must be aware of its nuances and pleading a proof requirements before asserting the claim.

Statutory guidance for judicial dissolution under Florida’s Revised Limited Liability Company Act is found within Florida Statutes, § 605.0702.  Notably the section was revised in June of 2013 and became effective as of January 1, 2014.  The revised LLC act, commonly referred to as the “New LLC Act,” significantly modified […]

As counsel for lenders, I’ve been consulted with and required to opine on a wide range of topics throughout my career.  Specific to financial institutions, lawyers working in our banking law practice group have knowledge of not only the legal process for special assets workouts and the regulations governing commercial […]

Insurance plays a key role with any business and its business relations with others. While parties may have good intentions as to their respective insurance obligations, they may fail to procure the requisite insurance coverage under the parties’ contract. When this happens, the results can be irreparable.