Business Disputes in Florida
Our South Florida litigation team represents businesses and their owners, including partners, shareholders, directors, officers, LLC members and other parties. We advise clients on a range of matters, including business agreements, partnership and shareholders disputes, breach of contract claims and complex intellectual property and securities cases. Our clients come from a variety of industries, from technology and fashion to medical and manufacturing.
What we do
We take a close look at the client’s circumstances to identify strategies that will best resolve the dispute. Sometimes, it may be as easy as sending a demand letter to remind the other side of their obligations. We can pursue solutions amicably, if preferred, through negotiation or mediation. If that does not work, our litigation team has experience arguing before state and federal courts and arbitrating disputes before the American Arbitration Association (“AAA”), the Financial Industry Regulatory Authority (“FINRA”), the Independent Film and Television Alliance (“IFTA”), the Judicial Arbitration and Mediation Services (“JAMS”) and the International Chamber of Commerce (“ICC”).
Mediation is a form of alternative dispute resolution aimed at resolving disputes between two or more parties with the help of a neutral third party (the mediator). Mediation is a purely voluntary process, but some contracts require parties to engage in mediation before commencing litigation or arbitration. The mediator does not impose a decision on the parties, instead, the mediator facilitates discussion to help the parties reach an agreement. While this is an out-of-court process, our attorneys advise clients regarding the best strategy to achieve a positive outcome and can represent them during the mediation. If it becomes clear that the parties cannot or will not settle, then Romano Law’s litigation team is prepared to represent you more forcefully through arbitration or litigation.
Arbitration is another private form of alternative dispute resolution. As with mediation, the parties must voluntarily agree to the process, usually in a contract. It differs from mediation in that the neutral third party (the arbitrator) renders a binding decision or an “award.” Binding arbitration is final and enforceable in court with only a very narrow scope of review and right to appeal. Arbitration has stages similar to litigation, but the parties have more flexibility over the rules and process. Our attorneys have extensive experience representing clients before many of the top arbitration organizations, including AAA, FINRA, JAMS and ICC.
Whether you are the one filing a lawsuit, or you are being sued, having a skilled litigator assist you through the process is important. Lawsuits can involve a wide array of legal issues including contract, employment, intellectual property and real property laws. Civil litigation is complicated because the parties must understand the substantive law that applies to their situation, as well as the procedural rules that govern how each side presents its case to the court. Ideally, both sides should be represented by an attorney who will strongly advocate for their position and help ensure that their rights are protected.
The litigation process is not limited to what occurs in a courtroom. It encompasses activities before, during and after a lawsuit. At each of these stages, there are prescribed steps and procedures which must be followed. Failure to comply with these rules could put that party at an extreme disadvantage in court, including having their case dismissed.
While advocating for our clients during litigation, we also simultaneously explore client-approved settlement discussions to help achieve a satisfactory resolution of the case. At Romano Law, we pride ourselves on prompt communication and expert handling of time-sensitive and confidential communication. Our objective is to provide practical solutions to complex problems and establish an attorney-client relationship that will be long-lasting.
Breach of Contract
A contract is an agreement between two parties that is enforceable by law. They are part of almost every business relationship. A contract is created through an offer by one party, acceptance of the offer by another party and the exchange of consideration between the parties. Consideration is when the parties provide each other with something of value. A breach of contract occurs when one party to the contract does not fulfill their obligation to the other party.
In order to prevail on a breach of contract claim in Florida, the party seeking to enforce the contract must prove (1) the existence of a valid contract, (2) a material breach of the contract and (3) damages caused by that breach. Florida differs from other jurisdictions in its “materiality” condition. This heightened standard requires that the breach goes “to the essence of the contract.”
Generally, there are two types of damages that can be awarded in a breach of contract case: compensatory damages (sometimes called actual damages) and consequential damages (sometimes called special damages). In Florida, the doctrine of avoidable consequences, commonly referred to as a duty to mitigate damages, prevents a party from recovering those damages inflicted by a wrongdoer which the injured party “could have avoided without undue risk, burden, or humiliation.” Thus, if the losses incurred by a non-breaching party could have reasonably been avoided, the court may not award damages for that loss. Generally speaking, courts applying Florida law will not award punitive damages for breach of contract.
Defamation is the publication or communication of a false statement of fact about a person to a third party, which causes harm to the subject-person’s reputation or constitutes defamation per se, without privilege or the subject-person’s consent. Defamation is a very fact-specific claim. Not all statements made, even some that harm another person’s reputation, constitute defamation. Defamation in Florida require the following: (1) a false statement concerning a person or company, (2) the statement’s publication to a third party, (3) the author of the statement intended to publish the statement, (4) actual damages and (5) the statement was defamatory.
Defamation claims in Florida have a relatively short statute of limitations. Claims must be filed within two years of the publication or communication of the defamatory statement. If you believe that a false, defamatory statement of fact has been published or communicated about you, contact an experienced attorney who may be able to help.
The consequences of copyright infringement are severe. Copyright owners may suffer substantial damages because of an infringer’s unauthorized use and exploitation of their creative works. We help owners secure and enforce their copyrights through cease-and-desist orders and litigation. Our attorneys also represent alleged infringers to ensure they present any valid defenses to avoid or limit liability.
Trademark infringement is the unauthorized use of another’s valid trademark. Enacted in 1946, the Lanham Act is the federal law that governs trademarks. The Lanham Act provides federal statutory protections for trademark owners against consumer confusion that would allow them to enforce their rights against infringers. Florida state law also provides statutory protections for trademarks and service marks registered with the Florida Department of State. Trademark registration is not required but it offers many benefits to an owner looking to prevent or remedy infringement. Alleged infringers also have various available defenses. Our attorneys have extensive experience bringing and defending infringement actions.
The best way to avoid a partnership dispute is to have a well-drafted partnership agreement. However, even then, conflicts can arise. Partners may breach the agreement, act in a way that is harmful to the business, or simply fight over the operations of the business. We assist partners in finding an appropriate resolution, whether that means negotiating a settlement, facilitating a buy-out of the other partner(s) or dissolving the business.
Shareholders have a financial interest in protecting the value of their investment in a company. As such, conflicts can arise when shareholders disagree about what is good for the business or their personal interests. These disputes can be detrimental to a company, resulting in disruptions in operations, legal expenses and other damages. This is why businesses must do their best to prevent shareholder disputes. Shareholders have certain protections under most state laws, but as with partnerships and limited liability companies, the business’s ownership agreement governs much of the rights and remedies of the parties. While shareholder disputes may be impossible to avoid in some instances, they can be minimized with good legal advice.
A Shareholders’ Agreement and other documents typically provide mechanisms for resolving conflicts. Our attorneys help clients be proactive and minimize problems with detailed provisions in these agreements. We also represent shareholders and directors in negotiations and litigation to enforce their legal rights.
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