Posts Tagged ‘commercial lease’

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 »

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 »