Monthly Archives: February 2014

Construction Contracts: Six Key Provisions

When negotiating construction contracts for residential or commercial projects, there are several key provisions to include and that require careful consideration. While this list is not exhaustive, parties to construction contracts must consider the provisions for scope of work, order of precedence, notice of claims, indemnification, insurance and dispute resolution. Read Full Post

CATEGORY: Florida Construction Industry Law Blog Practice Areas:

Those Who Operate Dissolved Corporations Can Be Held Personally Liable for the Corporate Debt Incurred

Under Florida law, the dissolution of a corporation can occur for many reasons. Section 607.1401, Florida Statutes, covers dissolution occurring by the actions of incorporators; section 607.1402, Florida Statutes, concerns dissolution by the board of directors and/or shareholders; and section 607.1420, Florida Statutes, governs administrative dissolution, which is an action commenced by the department of the Florida Secretary of State for various reasons. Whatever the cause for the dissolution, Florida law is clear on the process for winding up the corporation, including the allowable actions by agents, officers and directors subsequent to the dissolution. Specifically, those individuals may not carry on any business except that appropriate to wind up and liquidate the business and its affairs. Fla. Stat. § 607.1405(1). If a person enters into contracts or conducts other business in the name of a dissolved corporation then that person can be held personally liable for those contracts and business obligations. This blog post will discuss the extent of that personal liability and the remedies available to those damaged by corporate action subsequent to dissolution. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: , ,

Liability for Personal Injuries Arising Out of Construction Defects on Commercial Property in Florida

Are you a commercial property owner or a contractor that builds commercial projects in Florida? Or maybe you are an architect or engineer that designs commercial projects in Florida? If so, have you ever wondered who is liable for personal injuries caused by defective construction on commercial property? Generally, the answer lies within the Slavin Doctrine and its application to the facts at hand. Read Full Post

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Official Records for Condominium Associations: Part 2 of 3

Section 718.111(12) of the Florida Condominium Act and Rules 61B-22.002, 61B-22.003(3), 61B-23.002(7) and 61B-23.0021(13) of the Florida Administrative Code provide guidelines for the maintenance and inspection of the association’s official records. Part 1 of this 3 part blog identified what records constitute official condominium association documents. This posting will identify what documents are specifically exempt from association official records. Read Full Post

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The Statute of Limitations for a Breach of Contract Claim Does Not Apply to All Contracts Equally

The statute of limitations refers to the period of time in which a potential plaintiff is allowed to bring a legal claim against a potential defendant. Chapter 95, Florida Statutes, provides the statute of limitations period for all possible causes of action under Florida law. For a breach of contract claim, Section 95.11(2)(b), Florida Statutes, makes clear that the statute of limitations is five years for most contracts (contracts for the improvement of real property have a 4 year statute of limitations). This means that if suit is filed five years and one day after the breached occurred, the defendant could raise a statute of limitations defense and have the suit dismissed. However, not all contracts are the same and, therefore, the statute of limitations does not apply to all contracts equally. This blog post discusses how the statute of limitations for claims involving a breach of contract applies to what is known as installment contracts. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: ,

Top Ten Things That Florida Lawyers Need to Know About E-Discovery

Anyone involved in litigation today knows that E-Discovery is a growing tool in the litigator’s tool box used for the purpose of the production of documents by electronic means. Specifically, E-Discovery is discovery that deals with the exchange of information in electronic form referred to as Electronically Stored Information (“ESI”). Should a lawyer choose to take the route of E-Discovery during the course of litigation, the following ten categories may help develop a cost and time efficient plan. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas:

Associations Can Collect Unit Owner Past-Due Assessments From Tenant’s Rent

It is inevitable. Every condominium and homeowners’ association must deal with it. It destroys budgets, makes future planning difficult, and burdens all other responsible unit owners with making up the deficit. You guessed it – delinquent unit owner assessments. Because of the devastating impact that unpaid assessments have on associations, the Florida Condominium Act provides some beneficial remedies for associations to utilize in attempting to collect on unit owner delinquencies. For example, Section 718.116, Florida Statues, gives condominium associations a statutory lien on community properties for unpaid assessments, which can be foreclosed similar to a mortgage foreclosure. Section 720.3085, Florida Statutes, provides homeowners’ associations with that same remedy. Yet, associations often overlook what is arguably the most effective remedy available, which is the association’s ability to collect rental payments from the tenants of delinquent homeowners. Read Full Post

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Considerations for an acquiring bank in Loss-Share transactions with the FDIC

The economy, to put it lightly, has not been the best in the recent years. One potentially lucrative by-product of the economic downtown was the opportunity for prospering banks to acquire failed banks from the FDIC at an incredible discount. The purchasing bank, in acquiring the failed bank, will likely enter into a Loss-Share Agreement (LSA) with the FDIC. Essentially, Loss-Share Agreements give the purchaser the benefit of the FDIC absorbing a large percentage of the losses realized on the acquired receivables. The purchasing bank, generally speaking, only incurs around 20% of the losses with the FDIC incurring the remaining 80%. While this seems like a “no-brainer” agreement, entering into a LSA—much like every contract—requires scrutiny to maximize revenue and avoid potential lawsuits. Beyond the general advice of reading every word prior to signing a contract, this Blog post identifies five things an inquiring bank needs to know about LSAs. Read Full Post

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