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Articles and information on commercial litigation, business disputes, real estate litigation. Call (954) 440-0901 or email info@carlinfirm.com

Non-Compete Agreements: A (Potentially) Enforceable, Effective Way to Protect Your Florida Business

March 15, 2017

Non-Compete AgreementsAs a Florida business owner, how would you feel if you devised a fool-proof system of generating profit within your industry, only to find that one of your employees left your business, plagiarized the system that you spent months (if not years) devising, and began directly competing with you?  The answer is obvious—angry, furious, betrayed, disappointed, frustrated.  The list goes on.  Fortunately, however, there’s a solution to this extremely common problem: a Florida non-competition (or “non-compete”) agreement. READ MORE

Are Fort Lauderdale ADA Lawsuits Abusive?

March 14, 2017

Fort Lauderdale ADA Lawsuits AbusiveI have been a Fort Lauderdale ADA lawyer for nearly a decade, having defended numerous lawsuits in the Southern District of Florida in each of the Miami, Fort Lauderdale, and Palm Beach divisions.

I remember watching the below video shortly after becoming immersed in the area. After years of development within the area of the law, it is still one of the best journalistic expressions of the problems surrounding ADA litigation. If you’ve recently been served with an ADA lawsuit in a Florida federal court, then it is a definite “must-see.”

http://stosselintheclassroom.org/videos/ada_law_leading_to_lawsuit_abuse/

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Preparing for Fort Lauderdale Business Litigation (or Elsewhere): Forum-Selection Clauses

March 6, 2017

Preparing for Fort Lauderdale Business LitigationIn my last blog post, I wrote about the importance of including in a Florida business contract an “attorney’s fees” provision that permits a party to a contract to recover its attorney’s fees from the other party to the contract if it sues over the contract and “wins.”  Moreover, I alluded to the existence of other important provisions in Florida business contracts, but did not specify those provisions. READ MORE

An Essential Provision in Every Florida Business Contract: An “Attorney’s Fees” Provision

March 2, 2017

An Essential Provision in Every Florida Business ContractAs a Fort Lauderdale commercial litigation attorney, my Florida business clients frequently request that I review and draft their contracts.  In addition to capturing the parties’ intentions regarding the key aspects of the transaction for which their contract is drafted—and avoiding ambiguities and inconsistent provisions that might fuel a potential business dispute—most business contracts contain certain boilerplate terms that will be “virtually the same” in every contract.  These provisions are included for good reason (they’re important!), even though lawyers may differ as to what they should say.  READ MORE

Florida Real Estate Litigation: Deed Defects and Curing Deed Defects

February 9, 2017

Florida Real Estate LitigationFew areas create real estate disputes in Florida more frequently than defective conveyances of Florida real estate.  The topic often appears in the context of a challenge to the validity of a deed transfer after the grantor named in the deed has passed away.  Of course, once the grantor is dead, he or she is no longer capable of executing a new deed to effectuate his or her wishes.  Thus, beneficiaries of such a grantor’s estate usually stand to benefit from having the deed set aside, because the absence of the transfer increases the size of the estate in which they are entitled to share. READ MORE

Partnership Agreements: A Prenuptial Agreement for Business Partners

January 18, 2017

practice_img_new6Just like a bride and groom entering into a marriage, many business partners, whether members of an LLC, shareholders of a corporation, or general partners of an actual partnership, enter into their new business venture with a high degree of optimism, believing that the partnership will be successful and that their partners will always be faithful to them and the partnership.  As a Ft Lauderdale business lawyer focusing on business disputes, I know all too well that most partnerships eventually fail and that, while the partnership may last, many partners fail to deal with each other fairly.  Indeed, there are often disputes over what should happen with the partnership assets, including its customers or clients, and how the company will operate prospectively, or if it will continue to operate at all.  Is there a way to eliminate or reduce the likelihood of such a dispute? READ MORE

Chapter 727 ABC Proceeding — Lawyer Justin Carlin Prevails on Behalf of Creditor in Case of First Impression

August 31, 2016

Earlier this month, the Fourth District Court of Appeal issued an opinion in Pro Finish, Inc. v. Estate of All American Trailer Manufacturers, Inc., — So. 3d —-,2016 WL 4132721 (Fla. 4th DCA 2016). Fort Lauderdale business lawyer Justin Carlin represented the appellant after handling the case at the trial level. The decision is important, because there is little case law on Chapter 727 assignment-for-the-benefit of creditors proceedings (so-called “ABCs”), and the proceedings have been widely used by debtors who don’t qualify for bankruptcy but who seek to evade creditors’ claims.

The opinion issued in the case can be found here.
Here’s a portion of the Court’s ruling, which, for the first time in Florida, makes clear that the provisions of Chapter 727 are to be strictly construed and that the failure to adhere to those provisions renders the assignment void:

Chapter 727 “provide[s] a uniform procedure for the administration of insolvent estates, and . . . ensure[s] full reporting to creditors and equal distribution of assets according to priorities as established under [chapter 727].” § 727.101, Fla. Stat. (2013). Section 727.104(1), Florida Statutes, provides the form of the assignment and requires compliance with it. § 727.104(1), Fla. Stat. (2013); see Smith v. Effective Teleservices, Inc., 133 So. 3d 1048, 1050–51 (Fla. 4th DCA 2014). The June 11, 2013 Assignment did substantially follow the required form. “Section 727.104 . . . [also] requires the assignee to record the assignment in the public records as well as to file a petition and bond in the circuit court.” Moecker v. Antoine, 845 So. 2d 904, 910–11 (Fla. 1st DCA 2003). Subsection (2) requires that this be done within ten days after delivery of the assignment to the assignee. § 727.104(2), Fla. Stat.

Here, the record lacks evidence as to when the June 11, 2013 Assignment was recorded. The only record evidence of the June 11, 2013 Assignment is a copy attached to the ABC Proceeding petition. It does not indicate whether or when it was recorded. But, the creditor also argues the assignee failed to file the ABC Proceeding petition within the section 727.104(2) time limits. The creditor suggests the failure to timely petition the trial court for the ABC Proceeding “is in direct contravention of Chapter 727 and violates public policy, which favors the expedient payment of just debts to creditors and prompt notice to creditors of an assignment of the debtor’s assets.” We agree and reverse.

“There is little case law addressing chapter 727, and none addresses the issues presented here.” Lanier, 898 So. 2d at 144. However, “the provisions of an assignment which are inconsistent with the applicable statute are void, and the assignment as a whole is void where it fails to comply with such a statute, or is against public policy.” 21 C.J.S. Creditor and Debtor § 9 (footnotes omitted). Here, the assignee failed to file the petition in the circuit court within ten days of delivery of the assignment. The assignee petitioned for the ABC Proceeding on November 26, 2013, and signed the acceptance of the June 11, 2013 Assignment on July 15, 2013. Although the June 11, 2013 Assignment met the section 727.104(1) form requirements, the untimely filing invalidated the ABC Proceeding under section 727.104(2).

If you’re in need of a Fort Lauderdale business lawyer to assist you with a complex business litigation matter or appeal, call (954) 440-0901 or e-mail info@carlinfirm.com.