Blogs & Resources

When a Purchase Money Security Interest (PMSI) trumps an existing UCC-1 blanket asset lien depends upon whether the creditor perfected its PMSI during the required time period under Florida law in order to receive priority status over previously recorded blanket liens. Under Florida law, that priority period is within twenty days of the collateral being delivered to the debtor. Fla. Stat. § 679.324(1) (2012). If the creditor fails to perfect its PMSI during the statutorily provided period, it cannot gain priority status over another creditor’s previously perfected blanket security interest. In re Alphatech Systems, Inc., 317 F.3d 1267, 1269 (11th Cir. 2003). This Blog post seeks to analyze those circumstances where a lender seeks to prime an existing UCC-1 with their PMSI.

The Florida Revised Limited Liability Act (the “Act”), which will become Chapter 605 of the Florida Statutes, passed unanimously in both the Florida House and Senate. The Act is effective for every new Florida LLC formed on or after July 1, 2014. For existing LLCs, the Act becomes effective on an elective basis between July 1, 2014 and January 1, 2015 and becomes mandatory as to every Florida LLC on January 1, 2015. The question all Florida LLC members want to know is, “How will this new Act affect me and my business?”

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.

It is common knowledge in the legal community that the Statute of Frauds can preclude recovery on an action for breach of contract. However, claims for breach of contract are typically accompanied by some alternative claim should the court find that the contract was unenforceable, such as restitution or quantum meruit. That begs the question of whether the Statute of Frauds would apply to such an alternative claim not based on the purported contract.

Many individuals and companies don’t read their insurance policies until an event has occurred and they need to recover for losses under the policy. Sometimes, an individual or company will file a claim with their insurance company, only to be rejected coverage due to an exclusionary provision.

Though Florida was one of the first states to enact legislation permitting the organization of a limited liability company (“LLC”), usage of LLCs as a corporate form is still a relatively new thing. With the Florida Limited Liability Company Act of 1999 and the passage of certain taxation legislation, LLCs are a very favorable business organization form for small and mid-sized businesses. Nearly every LLC maintains a separate written or oral operating agreement, which is generally defined as the agreement governing the LLCs business, and member’s financial and managerial rights and duties. LLCs operating without an operating agreement are governed by the state’s default rules contained in the relevant statute and developed through court decisions interpreting those laws. In Florida, the LLC statute is Fla. Stat. Chapter 608.

Often in a small, member-managed LLC, managerial and financial disputes arise among the members regarding business affairs of the company or distribution of company assets. Clients often come to our firm to analyze and litigate issues regarding one or more fellow members who have committed breaches of the operating agreement, common law or statutory duties or in some cases have gone as far as violating criminal laws. In analyzing the aggrieved member’s rights against these rogue members practitioners must first turn to the LLC operating agreement before utilizing Fla. Stat. §608 and case law to fill in the gaps. As a case study for expulsion, we will analyze a scenario where a member is diverting company assets.

By Harry M. Wilson, IV, Esq.

Documentary stamp tax is levied on documents as provided under Chapter 201, Florida Statutes. Documents subject to the tax include deeds, bonds, notes and written obligations to pay money and mortgages, liens, and other evidences of indebtedness. The rate of the tax differs depending on the kind of document subject to the tax.