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3 Ways a Lawyer Can Help your Business

August 6th, 2010

By Mark Schecter | 1 Comment »

business-lawyerSuccessful businesses are similar in at least one way.

They have access to good legal advice, and some  have an experienced lawyer on retainer to represent them during various stages of business.

If you do not have access to a lawyer, you are engaging in risky business.

To help you fully understand how a lawyer can help, lets discuss 3 ways he/she can contribute to your business:

1.    Business Identity

As you develop your business identity, it is imperative that you take measures to protect it as well. A business lawyer can register your company name, logo, symbol and tag line for copyright and trademark protection, which can prevent another company from stealing your business identity. He can also take steps to protect your business trade secrets.

2.    Negotiate and Prepare Contracts

The best business deals are sealed with contracts, and the strength of any contract is based on the negotiations process. A tenacious business lawyer is a valuable resource for negotiating terms and drafting ironclad contracts that express the obligations of all parties, compensation, penalties, and other terms and provisions.

3.    Business Acquisitions

Have you thought about purchasing an existing business? A business lawyer can help you at every state of the acquisition process. He can assist in the search for a viable business, negotiate the purchase terms, and take other actions necessary to complete the business acquisition.

To hire an experienced and tenacious business lawyer in the Fort Lauderdale area, contact our firm today.

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Posted in Existing Business Acquisition, Fort Lauderdale, business lawyer, contract law | 1 Comment »

What is a Trade Secret (and What is Not)?

July 30th, 2010

By Mark Schecter | 1 Comment »

divulge-trade-secretIn recent days, we have discussed common business disputes, the divulgence of trade secrets, and how both can affect your business. Today, we are continuing our discussion on trade secrets and former employees.

As mentioned, the court can take legal action through an injunction to stop former employees from divulging trade secrets – but what is a trade secret and what is not?

The Florida Statute that governs this topic is the Uniform Trade Secrets Act (Florida Statute §688). The law prohibits the misappropriation of trade secrets, including the acquisition, disclosure, and use of the information to the disadvantage of the owner of the trade secret.

Without a non-compete agreement in place, to prevent a former employee from working with a competitor you must prove the former employee had knowledge of your trade secrets and that he/she either divulged, attempted or threatened to divulge those secrets to your competitor.

This rule was established by a Florida case in the early 1990’s – Mach Corp vs Seagate Tech – to protect the employee’s right to seek employment in their field and work in direct competition with their former employer, in the absence of proof that trade secrets were exposed.

The court opined that knowledge of trade secrets, working with the competition, and mere suspicion is not enough to justify the issuance of an injunction against a former employee.

Are all Business Processes Considered Trade Secrets?

No. In Thomas v. Alloy Fasteners, Inc, the employee (Thomas) developed customer lists and engaged in cold-calling during his employment with Alloy Fasteners, Inc. When he left Alloy, Thomas took the customer lists with him and continued to reach out to the prospective customers.  Thomas never signed a non-compete agreement with Alloy.

The court ruled that “there is nothing magical or secret” about the customer lists and cold-calling method used by Thomas. Furthermore, because the potential customers’ names and contact information could be obtained from public sources, there was no secret as to the class of likely customers.

“Customer lists may not qualify as trade secrets unless the employer presents evidence that they are the product of great expense or effort, that they are distillations of larger lists, or that they include information not available from public sources. If the information on the lists is easy to obtain merely by looking at the advertisements, maga­­zine, periodicals, in addition to many other sources, local newspapers and the yellow pages, they will not qualify as trade secrets.”

In the absence of a non-compete agreement, Thomas was free to reach out to the customer lists.

Next week, we will discuss ways to prove the existence of a trade secret. Subscribe to our feed to be notified when the new articles are published.

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Posted in Corporation Law, business, contract law, trade secret | 1 Comment »

Protect your Business in these Common Disputes

July 21st, 2010

By Mark Schecter | 3 Comments »

CourtroomBusiness disputes are a common problem for both large and small companies. In fact, litigation has increased substantially when it comes to business-related issues.

While we have discussed broken contracts and agreements in detail on this blog, there are several other legal issues that business owners are susceptible to on the road to success.

Lets discuss three common disputes you will want to protect your business from:

1. Employment Disputes

Employment is a complex area of law. Three disputes that often lead to lawsuits are discrimination, sexual harassment, and workers compensation claims. There are others, including wrongful termination and trade secret issues involving current and former employees, that you may be forced to deal with.

2. Breach of Contract Disputes

A written contract is a legally binding agreement. The parties are obligated to perform services and provide products as promised. Unfortunately, contracts are not always honored. While some end amicably, others are breached. Those broken agreements can cause your business to lose money and force you to file a lawsuit to recover your damages.

3. Business-to-Business Disputes

There are many advantages to building business-to-business relationships. When they are on one accord, two (or more) companies can support, strengthen, and generate word of mouth buzz for each other. However, those same relationships can get messy when disagreements come into play. These types of disputes can lead to costly litigation that is not beneficial for either business.

Hire a lawyer to protect your Florida business.

An experienced business lawyer will attempt to resolve business disputes in the most creative, cost-efficient, and expedient manner possible. This may include offering alternatives – such as mediation and arbitration – that will get you closer to the resolution you desire.

In mediation, all parties sit down with a third-party mediator to discuss the claims and reach a mutual settlement agreement. Arbitration, in contrast, is when the parties present their cases to an arbitrator, who then makes a settlement decisions for all parties to adhere to.

Is your company protected from the common business disputes mentioned above?

Contact the business lawyers of Schecter Law, PA to discuss how (and why) you should take proactive action to protect your business. You can use this form to email or call us at (954) 779-7009.

Photo credit: pennstatelaw

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Posted in breach of contract, business, business lawyer, contract law, small business | 3 Comments »

Five Essential Tasks an Effective Business Lawyer Can Handle

October 22nd, 2009

By Mark Schecter | 1 Comment »

Despite the differences between large and small businesses, they are similar in many ways. One thing most successful businesses and corporations, regardless of size, have in common is an effective business lawyer on retainer to protect and represent them at every stage of business.

Hiring a business lawyer is not mandatory for any corporation, but it is clearly the safer manner in which to conduct business. If you do not have a business lawyer on retainer, you are not alone but you are taking a huge risk that you probably can’t afford to take.

Although the benefits of hiring a business lawyer may not seem evident at first glance, but there are several you should take under consideration. Most entrepreneurs do not forego retaining a lawyer because they want to risk their businesses. They often do not fully understand what lawyers do and exactly how they can contribute to the success of new and existing businesses.

If you’re one of those entrepreneurs mentioned above, here are five (5) essential tasks an effective business lawyer can handle for your company:

1.    Business Organization
From the moment you decide to start a company, the real work begins. The way you decide to establish and organize your company in the initial stages can determine how secure and protected, if at all, your business is at the end of the day.

Not only can a business lawyer help you decide whether a partnership, sole proprietorship, corporation or limited liability company is suitable for your new endeavor, he/she can prepare and file the documents necessary to perfect your business registration with the state of Florida.

2.    Contract Negotiation and Preparation
Most important business deals are sealed with a contract, and the strength of any contract is contingent on the negotiations process. Because of this, having a tenacious and experienced business lawyer to negotiate contract terms that express and protect your business’ best interests is a safe and smart decision to make.

An experienced business lawyer can draft ironclad business contracts that represent the parties’ obligations, compensation, penalties, and other pertinent terms and provisions, and protect you if or when a breach of contract occurs.

3.    Commercial Property Lease Negotiation
When it comes to doing business with the public, the location of your business is an important factor to its success. Whether you’re looking to lease office space or a retail store in a high-end neighborhood, your lawyer can help you locate a property, negotiate the lease terms, and prepare a lease agreement that unambiguously expresses the terms of the agreement between you (the tenant) and the landlord.

4.    Purchase an Existing Business
Entrepreneurs come in many shapes, sizes and forms, and for various reasons they decide to be their own boss. With that said, not every aspiring business owner wishes to build a company from scratch. Some budding entrepreneurs would rather purchase an existing, thriving business. If this is your preference, a business lawyer can help you navigate the entire business acquisition process with ease. He/she can help you find a viable business to purchase, negotiate the purchase terms, prepare the Purchase Agreement and any other pertinent documents to complete the acquisition.

5.    Protect your Intellectual Property
As you develop your company’s identity, it is imperative that you take measures to protect it as well. This protection is even more critical for individuals that offer design-based services utilizing their creativity. A business lawyer can register your company name, logo, symbol and tag line for copyright and trademark protection to prevent anyone from borrowing your creativity and company identity.

Starting a business can be a very exciting or stressful situation, depending on your knowledge of how the process works; how your business should be set-up, organized, and managed. When you hire a business lawyer you’ll have help preparing your business plan, organizing and setting up your company, preparing valid and enforceable contracts, negotiating commercial lease terms and agreements, as well as on-demand legal support and document review services to handle any issues that may arise. If you are in search of an experienced, tenacious and effective business lawyer in the Fort Lauderdale, South Florida area, contact the business lawyers of Schecter Law today.

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Posted in Existing Business Acquisition, business, contract law | 1 Comment »

Five Factors to Consider before Hiring a Business Laywer

October 8th, 2009

By Mark Schecter | 1 Comment »

checklist-pencilA good business lawyer is an essential component of any business, whether it’s a large corporation or small, home-based business. Although the benefits aren’t always immediately evident, a lawyer can assist you with all aspects of running your business; from the initial start-up phase to dealing with issues of compliance. An effective business lawyer can also represent your company and help resolve incidents that could result in business litigation.

Despite the need for effective legal representation, choosing the right lawyer to represent your business and protect its interests is not the easiest task to complete. In fact, it can be a rather daunting task if you’re not sure how to research and find the right lawyer for your business.

There are several factors you should take into consideration when shopping for a good business lawyer. Here are five factors to consider before you retain the services of any lawyer:

1.  Experience and Expertise
Before you hire a business lawyer, you should ask about his/her experience, specifically the length of time they have been practicing law, and the types of law he/she has handled over the years. If you are in the start-up phase of your business, you may prefer a lawyer that has assisted with the incorporation, set-up and organization of other new businesses. If your company is established but requires a lawyer to represent their interests in civil actions, you’re in need of a lawyer that specializes in litigation, preferably a tenancious litigator.

First, determine your business’ legal needs. Next, seek out an lawyer that possesses the type of experience that will allow him/her to better represent your business.

2.  Communication Skills
Good communication skills are vital to any relationship, especially the relationship with your lawyer. It is imperative that you’re able to effectively communicate your thoughts, concerns, and business needs to your lawyer. Choose a lawyer that will answer your telephone calls, return your messages, and respond to your emails. In many instances, you can assess a lawyer’s communication skills from the initial point of contact, well before you retain their services.

3.  Familiarity with your Type of Business
While some lawyers have general practice law firms, others choose to specialize in one or more areas of law. Ideally, you want to retain a business lawyer that has represented other companies similar to yours, and provided legal assistance in matters that mirror your own. The lawyer’s familiarity with how your business operates, as well as the industry in which it exists, can prove to be very beneficial to your company’s overall success.

4.  Contact the State Bar Association
In every state, there is a local bar association that monitors the lawyers practicing law within the state. All lawyers are required to register with their local bar association. You can contact the bar to inquire as to any complaints, disciplinary actions, or other issues the lawyer may have been cited or disciplined for.

5.  Check out Peer Reviews
It is always a good idea to check out what a lawyer’s peers are saying about him/her before you decide to retain their services. There are websites like Martindale-Hubbell and Lawyers.com that provide peer review ratings for lawyers throughout the US. Take a moment to review what others are saying before you decide which lawyer is the best fit for your business.

The most successful companies are represented by effective legal counsel. Because choosing the best lawyer is not a decision to be made lightly, it is important that you take time to thoroughly research prospective lawyers before you make your decision. If you’re in need of an effective, tenacious, and reliable business lawyer in South Florida, contact Schecter Law today.

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Posted in business, contingency fee, contract law | 1 Comment »

Four Reasons Every Corporation Needs a Business Lawyer

September 21st, 2009

By Mark Schecter | 1 Comment »

business-lawyer-FloridaEvery corporation, despite its nature, size or location, can benefit from having an effective lawyer that specializes in business affairs on retainer. An experienced business lawyer can provide legal assistance at every stage of your business, from the conception and organization phase, to advising you of potential issues of liability, and defending you from frivolous claims and lawsuits that could threaten your corporation’s success.

If you do not have a business lawyer on retainer, you are not alone. Most business owners do not consider hiring a lawyer until they are faced with a specific legal problem or after they’ve been sued by another party.

An experienced and knowledgeable business lawyer can play an integral role in your corporation’s success. Here are four good reasons every corporation needs a business lawyer:

1. To assist with the start-up and organization of the corporation…

One of the best times to enlist the services of a lawyer is at or before the start-up of your business. A lawyer can help you evaluate the viability of your business idea before you invest any capital. He/she can also help you choose the best structure for your company, whether a limited liability company or corporation, and help you identify any potential liability or other legal issues you may face.

2. To keep your corporation in compliance with applicable local and federal laws…

There are laws that govern practically any and every action your corporation wishes to carry out. However, because most entrepreneurs that decide to start a corporation does so with little or no legal expertise, many corporations fail to comply with laws that are applicable to them and as a result, they face fines, lawsuits and other legal actions. A business lawyer can make sure you’re aware of the laws and regulations that are relevant to your corporation, and prevent you from taking action that will jeopardize your corporation’s success.

3. To properly advise and structure partnership agreements…

As with most business partnerships, there will be times when all parties will not agree on the operations of the business, management decisions, employees, or salaries. If you are considering starting a business with another person or entity, or entering into some type of partnership, protecting your interests should be one of your top priorities. With the help of a business lawyer, you can have a partnership agreement drafted that will layout and define each partner’s expectations. By clearly defining the roles, responsibilities and expectations of each partner, you can limit the presence of disagreements and potential conflicts.

4. To prepare ironclad business contracts…business-contract-md

An essential component of any business relationship is a written, legally-binding contract. In Florida, there are three components that must be present in a valid Florida contract. If your contract lacks any one of the three components, it may not be considered valid and enforceable. Thus, the terms of the agreement that were in place to protect you and your company, can be considered null and void, denying you the very protection you sought during preparation of the contract. A business contracts lawyer can protect you from this potential pitfall by preparing an ironclad business contract that outlines the terms of the contract and possesses each of the three elements required in the state of Florida.

As with any business endeavor, it is imperative that you put forth every effort to protect your business and non-business related interests. Waiting to hire a business lawyer can be dangerous for you and your corporation. In the event a problem arises, you can better benefit from the assistance of a lawyer that you have an existing relationship with; a lawyer that thoroughly understands the ins and outs of your corporation.

Why risk your Florida corporation’s success by foregoing a business lawyer? By hiring a Florida lawyer that specializes in business law, you are one step closer to building the successful empire you’ve dreamt of. While you focus on what you do best, your business lawyer can focus on helping you protect, defend and build your corporation.

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Posted in business, contract law | 1 Comment »

Is your Commercial Lease Valid and Enforceable?

September 11th, 2009

By Mark Schecter | No Comments »

office-space-leaseOver the past couple of months, we’ve spent a considerable amount of time discussing Florida’s laws as they relate to written and verbal contracts, enforceability, and breach of contract issues.

Our topics have included essential components of every Florida contract,  what happens if a breach occurs, as well as common defenses to breach of contract claims.

While it is important to know Florida’s contract laws, understanding how those same laws are implemented and applied to every day issues is just as important, if not more.

Today, we pose the question: Is your commercial lease legally binding and enforceable in Florida if witness signatures are absent? This question was recently addressed by the Court of Appeals of Florida in Skylake Insurance Agency, Inc. vs. NMB Plaza, LLC.

The Skylake matter arose from a landlord/tenant dispute involving a Florida commercial developer, NMB Plaza, LLC.  Skylake Insurance Agency entered into a ten year commercial lease agreement with NMB Plaza. At the time the lease was executed, NMB Plaza was in the process of constructing an office building in the Miami Beach area. According to the lease agreement, Skylake was to begin occupying the office space within 90 days of completion of the office building.

The commercial lease agreement was signed by three parties; a representative of NMB, and the president and vice president of Skylake. There were no witnesses present to sign the lease at the time of execution.

At some point prior to completion of the office building, the landlord decided to challenge the ten year lease agreement. In response, the tenant filed an action before the Florida court requesting that the landlord honor the lease or in the alternative, compensates the tenant for its alleged fraudulent actions.

The landlord relied on Florida statute § 689.01 to support its claim that the ten year lease was invalid and unenforceable because it lacked the signatures of two witnesses.

§ 689.01, Fla. Stat. does read in pertinent part:

“No estate or interest of freehold, or for a term of more than 1 year…shall be created, made, granted, transferred or released in any other manner than by instrument in writing, signed in the presence of two subscribing witnesses by the party…”

As with some statutes, there are exceptions to the rules. The tenant pointed to the last sentence of § 689.01, which reads: “Corporations may convey in accordance with the provisions of this section…” as an exception to the rule.” The tenant also asserted that because the lease was signed by a representative for NMB, it satisfied the statute of frauds as per § 725.01, Fla. Stat. (2003).

The Court’s findings:

With regards to the tenant’s assertions, the court found that since the landlord, NMB Plaza, was in fact a limited liability corporation (LLC) and not a corporation the last sentence of § 689.01 did not apply to it. However, after completing an independent review of the Florida laws, the court cited another statute that did allow for an exception – § 608.425(3), Fla. Stat. (2003), which governs the disposition of property of a LLC.

§ 608.425(3), Fla. Stat. (2003) reads in pertinent part:

“Instruments and documents providing for the acquisition, mortgage, or disposition of property of the limited liability company shall be valid and binding upon the limited liability company, if they are executed in accordance with this chapter.” § 608.425(3), Fla. Stat. (2003).

The court concluded that a commercial lease “qualifies as a ‘disposition’ of property of the limited liability company,” and that there was no question that the lease was executed by an authorized representative of NMB Plaza. Thus, the signatures of two witnesses, as required by § 689.01, was not necessary to validate the ten year commercial lease.

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Posted in contract law, real estate | No Comments »

Which Statute of Limitations Applies to your Florida Case?

August 22nd, 2009

By Mark Schecter | 1 Comment »

monthly-calendarLast week we discussed the basics you should know about Florida’s statute of limitations law. Today, we’re going to review the standard statute of limitations associated with specific matters that often result in civil litigation.

1.     Written and verbal contracts

Some of the most common civil actions arise out of breach of contract claims. If your business has sustained financial or other damages as a result of a matter involving a written contract, the standard statute of limitations period is five (5) years. If the matter involves an oral/verbal contract or agreement, the SOL period is only four (4) years.

2.    Slander, libel and/or defamation

I often say, “It takes your whole life to develop your word and your reputation. It takes a second to lose it.”

When it comes to building a business, the last thing you need is for someone to defame or slander you or your business to your current or potential customers. If you’re a victim of slander, libel or defamation, you may have sustained damages to your personal and professional reputations, in addition to substantial monetary damages. In order to legally recover those damages, you must file a civil action in Florida courts within two (2) years of the incident or injury.

3.    Fraudulent actions of another

Unfortunately, in this economy incidents of fraud continue to rise. Although you cannot control the actions of another, you can do your very best to protect your own interests. If you’ve suffered financial, physical or emotional damages due to the fraudulent actions of another person or entity, you have four (4) years from the date you were injured to seek legal remedy for your losses.

4.    Professional and medical malpractice

Because we’re all humans, there is no shortage of injuries arising from professional or medical malpractice. You have only two (2) years to file a civil action seeking recovery for incidents of malpractice. If you fail to file a civil action within the time allotted, assuming there are no other legal exceptions applicable to your situation, you will be unable to recover damages or any other legal remedies.

The statute of limitations period is rarely set in stone and can be contingent on other factors. It is in your best interests to consult an experienced Florida attorney sooner rather than later to discuss which statute of limitations period is applicable to your claim. The most disheartening news for any injured person is to learn they cannot recover from injuries and damages they sustained due to the negligence or wrongful conduct of another person or entity.

So, if you believe you or your business is a victim of any wrongdoing, contact the attorneys of Schecter Law today to discuss which Florida statute of limitations is applicable to your case, and how you should move forward to protect your interests and your right to legal remedies.

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Posted in business, contract law | 1 Comment »

What you Should Know about Florida Statute of Limitations

August 11th, 2009

By Mark Schecter | 1 Comment »

If you’ve been injured physically, emotionally or financially, you may be entitled to recover damages and other civil remedies from the at-fault party or parties. However, in order to recover, your civil action must be commenced within the time frame allowed by law.

The legal time limit placed on your pursuit of recovery is referred to as the statute of limitations (or SOL). If you – the injured party – fail to file a civil action within the SOL allowed, you can be permanently barred from any legal remedies in the matter, including recovery of monetary or other damages.

Length of the Statute of Limitations Period

The length of the statute of limitations period may vary from state to state, so it’s imperative that you’re aware of the legal time limit for the type of claim you’re asserting in your state. If your injury and/or loss occurred in Florida, the statute of limitations period can range from two (2) to five (5) years, depending on the nature of your case and other factors.

When does the Statute of Limitations begin to run?

Generally, the statute of limitations begins to run from the moment an injury is sustained; however, as with most legal theories, there are some exceptions to the rule.

Factors to Consider when Calculating the SOL period

When reviewing the statute of limitations period that’s applicable to your case, there are several factors to consider. For starters, it is possible to have more than one cause of action (each with its own SOL period) as a result of one incident. Although you may be unable to recover under one cause of action, you may be well within the SOL period for another action.

Also, in some instances a business will shorten the statute of limitations period by adding a clause to a written contract with another party. This is just one example of a “legal exception” to the standard statute of limitations period that has been upheld by the Florida courts on more than one occasion.

In our next blog post, we’ll present and discuss a partial list of specific matters that may result in injuries to you or your business, as well as the Florida statute of limitations period associated with each. So, if you haven’t already done so, please subscribe to our blog’s feed so you’ll be notified as soon as we publish future blog posts.

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Posted in business, contract law | 1 Comment »

Do you have a Breach of Contract Case?

July 29th, 2009

By Mark Schecter | 6 Comments »

At the time you enter into a legally binding contract with another party you’re not expecting them to renege on their promises. You’re relying on them to fulfill their obligations and to perform as agreed. In fact, in most instances the other party doesn’t set out to defraud you. However, life happens, circumstances change, priorities shift, and before long you’re out of time, money and a whole lots more.

At What Point is a Contract Breached?

Generally, a breach of contract occurs under one of these three circumstances:

1. A party acts or fails to act in a way that prevents another party from performing his duties as per the contract.

2. A party refuses to perform as promised.

3. One or more parties “intend” not to perform as agreed.

Some contract breaches are more severe and damaging than others. Contracts can be breached in whole or in part. When a whole (aka material) breach occurs the injured party can ask the court to order the other party to perform as agreed, and can recover damages as well. With a minor (aka partial) breach, performance cannot be ordered although damages can be sought and recovered.

Does your Breach of Contract Case Satisfy Florida Law?

Under Florida law, not every contract breach meets the legal requirements to justify a lawsuit. This is referred to as the ‘cause of action’ threshold. If your case does not satisfy the legal requirements, you cannot file a lawsuit seeking recovery of damages sustained as a result of the breach.

So, how do you know if your case meets the threshold established by Florida law?

According to Florida state law, four elements must be satisfied in order for you to have an actionable breach of contract case. Ask yourself these four questions to see if your case meets the legal requirements:

1. Is there a legally binding contract?
You must first prove that a legally binding contract exists between the parties. Obviously, with a written contract or agreement this requirement is easier to satisfy. If you do not have a written contract of any kind, you will need to prove that the parties entered into a verbal agreement.

2. Did you perform as expected?
Before you attempt to sue another party for breaching a contract let’s first confirm you performed as agreed. Is there anything you should have done but did not do? If you fulfilled your obligations as per the agreement, consider this element satisfied.

3. Was the contract breached?
Once you’ve established that a contract existed and that you kept your end of the bargain, you must prove that the other party failed to perform, leaving their contractual obligations unfulfilled, or that he/she performed unsatisfactory.

4. Did you sustain damages due to the breach?
This last requirement is just as important as the first. A breach can exist; however, if it did not result in damages to you, you cannot satisfy this requirement. You must provide that you sustained damages (i.e. monetary loss) as a result of the other party’s breach.

If you’re dealing with a breach of contract issue in Florida and your situation satisfies the four requirements above, you should consult the knowledgeable Florida contract law attorneys of Schecter Law. In order to recover for your damages, you must act before the Florida statute of limitations expires.

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Posted in business, contract law | 6 Comments »

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