Business Litigation Blog
Is Covid-19 an “Act of God” Excusing Performance of a Contract?
Florida courts have long recognized that “acts of God” may provide a legal justification for nonperformance of a contract. What constitutes an “act of God,” however, evades precise definition. The Florida Supreme Court has described an “act of God” for purposes of a contract as follows: An act of God, such as will excuse… Read More »
What is a Shareholder’s Agreement and Do I Need One?
We’ve previously written about the value of having an operating agreement governing the operations and management of LLCs. For instance, an operating agreement setting forth the role of each LLC member and creating dispute resolution mechanisms can often help to resolve future disputes. Not every business is an LLC, however. Under Florida’s Business Corporations… Read More »
The New Face of the Florida Business Corporation Act
After about 30 years, Florida’s corporation laws are finally getting a facelift. The recent overhaul of the Florida Business Corporation Act, Chapter 607, Florida Statutes, (“FBCA”) seeks to fix issues regarding the existing corporate statute’s effect on litigation, to bring the FBCA more in line with the Model Business Corporation Act, and to make… Read More »
Beware of Federal Liability for Email and Social Media Hacking During a Divorce
When a couple is going through a divorce, it is common for tensions to run high and emotion to cloud good judgment. Add into the mix a spouse’s concern that the other spouse may be having an affair, hiding assets, or manipulating the couple’s children, and the first spouse (the “snooping spouse”) may feel… Read More »
I Just Received a Subpoena for Deposition. What Do I Do?
The last person you want to see when you open your front door is a process server. Despite your best intentions, one day, it could happen to you. Process servers are tasked with delivering an assortment of court documents, including discovery subpoenas in civil cases. This post will address what to do when you… Read More »
Resolving 50/50 Shareholder Disputes in Florida
Resolving shareholder disputes can be challenging and complex, particularly when there is no shareholders’ agreement in place that defines the shareholders’ rights and remedies. In corporations that are owned 50/50 by shareholders and lack a shareholders’ agreement, the main risk is a voting deadlock on important issues, which may ultimately lead to dissolution of… Read More »
How Do You Dissolve a Florida LLC?
Florida LLCs are governed by Chapter 605, Florida Statutes, commonly referred to as the Florida Revised LLC Act (the “Revised Act”). One of the important topics it covers is the several methods to dissolve a Florida LLC. If you are looking to dissolve your Florida LLC, or it is the subject of an involuntary… Read More »
Avoiding and Resolving Florida LLC Member Disputes
Going into business with additional people can be a positive decision, as multiple minds can be better than just one. However, the more people involved, the greater the likelihood for disputes among those individuals to arise. It doesn’t matter whether it’s a partnership, a corporation, or an LLC, disputes can occur even among family… Read More »
Protecting Yourself from Unregistered Security Entities
As an investor, it’s important to protect yourself against investment scams and unregistered securities. At Rabin Kammerer Johnson, , we have experience in representing investors and other members of the public against securities brokerage firms, broker-dealers, and registered investment advisors which have mismanaged investor funds. If you are investing on your own, you also… Read More »
How to Expel an LLC Member in Florida
As an LLC member, you might be wondering if the law allows you to expel another member. Yes, Florida law allows for the expulsion of an LLC member in limited cases. There are certain circumstances that must apply pursuant to the Florida Revised Limited Liability Company Act, known as the “Revised Act.” Outside the… Read More »
