• $17,000,000 settlement against manufacturer in defective product wrongful death case.

• $3,000,000 fraud verdict in favor of investors in Bar business with settlement after collection action and 3 bankruptcies.

• Successful suit to terminate interest of family member in marine industry holdings.

• Engineered favorable buyout of shareholder interest in Construction Company and real property ownership.

• Defending Miami Syndicator involving Colorado marijuana growing operation.

• Defending architect and engineer in luxury single-family residence construction.

• Settling warranty and products claims on behalf of boatbuilding manufacturer.

• Successfully concluding litigation and buyout structure of restaurant partnership.

• Settling 14-year partnership dispute involving acquisition and development of multiple commercial properties.

• Successfully resolving franchise litigation involving acquisition financing.

• Successful private trial verdict for Hurricane Andrew insurance claims.

• Pretrial settlement of telecommunications contract disputes.

• Representing boat owner in contested claim against marine insurance carrier in yacht sinking case.

• Litigating airframe and engine contracts in aviation disputes involving litigation in multiple countries.

• Successful representing doctors and lawyers against profession misconduct complaints.

Mutiny Management Corporation

Sundays on the Bay Restaurant

First National Bank of South Miami

BCC Engineering Inc.

Optical Telecommunications Inc.

Deep Impact Powerboats

Blackwater Boats

Asjet Aviation Inc.

Rumi Nightclub and Bar

Allegiance Global Construction, LLC

Dr. Mark Florio DPM

Permuy Architecture, Interior Design & Planning, Inc.

Note: The following questions and answers are generally informative on the issues, but individual cases can involve particular circumstances or additional factors which can change the outcome. Each case must be analyzed on their specific facts, which is best accomplished in consultation with an experienced local Miami civil litigation attorney regarding business disputes in Florida.

I want to start a new business, should I incorporate?

Generally speaking, residents of Florida are advised to start a new business through a corporation, limited liability corporation, or other lawful business entity. Use of such an entity provides liability protection for individuals owners in most circumstances and can provide other tax and legal benefits. The forms to start a simple Florida corporation are available online which need to be filled out with the Florida Secretary of State with a simple filing process and payment of limited fees. However, if there are a number of different owners or other complications such matters are best handled by a business lawyer and a shareholder agreement drafted setting forth responsibilities of the parties, the conduct of business, and other corporate issues.

I want to protect my business assets from liability lawsuits. Are there legal ways to do this?

Florida law does allow legal protections through asset planning in a number of different ways. The strongest protection can occur through planned and timely transfers to protected destinations such as homestead property and retirement accounts. Other asset planning including use of other entities and alternative title ownership can be utilized as well. The best approach is to consult with an experienced Miami litigator familiar with this area and create a plan and execute it before problems occur. Other remedies may be available after problems arise but are more difficult and can run afoul of improper transfer rules.

What are my rights where I am a 50/50 owner with someone in business?

Under Florida law equal owners have equal say in the running of a corporation. If the business has been incorporated with the Secretary of State, there are responsibilities for officers such as the President, Vice President, Secretary, and Treasurer as well as for Directors. Nevertheless, problems arise when equal business owners disagree on particular issues or actions to be taken. If the owners cannot resolve the matters by agreement among themselves and there is no other mechanism agreed to by the parties such as arbitration, then matters may need to be settled by litigation in court. You should speak with an experienced business lawyer to review your remedies.

My corporation signed a contract for certain products and services which we did not feel was properly performed and was not fully paid. They are now suing me personally, is this legal?

Generally under Florida law a corporation is solely responsible for its own contracts and liable for any breaches, not individuals signing on behalf of the corporation or officers or directors. However, there are exceptions including where fraud or misrepresentation has occurred or if the individual has signed a personal guarantee. The wording of the contract and the facts of what occurred can be critical in determining whether personal liability attaches. You are well advised to have these issues reviewed by an experienced local Miami civil litigation attorney.

My partner locked me out of the business, what do I do now?

Generally under Florida law where the owners agree to work together in a business then both have a right to participate in the business. If the business is a Florida corporation, a corporation may act with a majority vote of the shareholders unless there is a different agreement requiring a supermajority of votes for certain actions. If the parties are equal owners and there is no shareholder agreement among them, then the parties must try to work out a resolution. If they cannot reach agreement and are “deadlocked”, the matter may need to be resolved by a lawsuit filed in court.

My partners took the business for themselves and left me nothing, what can I do in response?

Generally partners in a business are required to act for the benefit of the business and are not permitted to take over the business personally or to personally profit at the expense of the business or their business partners. The first response should be to try to communicate and work out differences when problems arise. However, if an accommodation cannot be reached then litigation is available as a last option to preserve the business and enforce your rights. An experienced business litigation attorney should review the facts and go over potential remedies with you.

My business partner sued me, what do I do now?

Differences of opinion are very common among business owners. The best approach is to try to work in good faith to resolve such differences and proceed in the best interests of the company. However, not all disputes can be resolved on what all parties consider to be a fair and reasonable basis. Under such circumstances, Florida law allows business participants to resolve these issues in lawsuits filed in court. These disputes can be complicated and involves conflicting rights and remedies under the law and you are well advised to hire a local Miami attorney experienced in commercial litigation to assist you in dealing with such proceedings.

I am a part owner in a business, but the other owner will not allow me to see the books and records of the company, what can I do?

Pursuant to Florida Statute, a shareholder in a company is allowed to request to see portions of the books and records of the company on a limited basis for specific matters set forth in the request. The Statute requires that the request be made to a corporation with five days’ notice in writing specifically setting forth what records are being requested and for what purpose. If the person in charge of the books and records does not comply, Florida law allows a lawsuit to compel such production. F.S. 607.102; Computer Solutions v. Gnaizda, 633 So.2d 1100 (Fla 3 DCA 1994)

My business partner wants to sell our business and I do not want to sell, what can be done?

Florida corporations are generally run by majority vote of the interest holders. Unless there is a specific agreement setting forth some different mechanism, if more than 51% ownership decides to sell a business then it will be sold. There are other actions which can bring about a forced sale by the courts which again can be pursued through litigation either to force a sale or prevent one. Speak to an experienced business lawyer to review your options.

I started a business with a friend to perform certain work but now my friend wants to change the business in a way in which I do not agree. What do we do now?

If parties are equal owners in a business then they should agree among themselves on any direction especially as to new business. The best action is to attempt to discuss these issues with the other owner and come to an agreement you both can live with. However, if agreement cannot be reached, a lawsuit can be filed to have these issues decided through the court system.

I signed a non-competition agreement with my previous employer. Does this prevent me from starting my own business?

Noncompetition agreements are generally enforceable under Florida law as long as they comply with Florida Statutes. The question of whether it is an improper competition depends most critically on compliance with Florida Statute §542.335 and the wording of the agreement. You were best advised to have the individual circumstances and the noncompetition agreement reviewed by a local Miami civil litigation attorney experienced in this area.

I started a business with another owner, but we now disagree and are no longer able to run the business together. Is there a legal way to get rid of my partner?

Business disputes among owners are common and the best approach is to try to work things out and reach some resolution which is acceptable to both parties. If this does not work there are remedies available in litigation which can address these issues. You are best advised to consult with a local business litigation attorney experienced in these areas and try to move forward before the other side moves first or there is substantial damage to the business.

My corporation entered into a contract with another company who refuses to perform or give the money back. What can be done?

Contracts are enforceable in Florida whether they are in writing or verbal as long as the parties agree to all essential terms. The first effort should be to communicate with the non performing party and see if things can be worked out. If they cannot, the courts is available to enforce legal rights and remedies between the parties to an agreement. You should discuss your rights with a civil litigation attorney which can usually be done with a free initial consultation.