Monthly Archives: June 2015

Corporations or LLC’s Cannot Amend Bylaws to Impair Vested Shareholder Contract Rights

Occasionally we are engaged to represent members of a closely held company who are being “squeezed out” of their business. This comes in many forms, but one of the fact patterns I have seen is when an LLC management committee meeting is conducted without notice, without proper quorum or in a way that makes the decisions voidable by the oppressed member/shareholder. Specifically, Florida law prohibits amendment to the bylaws of a company that are purposefully sought to restrict a particular shareholder’s original and vested contract rights, in an operating/ shareholder’s agreement or otherwise. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas:

Changes to Chapter 558: Florida’s Construction and Design Defect Statute

Resolution of construction and design defects in Florida are governed by Chapter 558 of the Florida Statutes. Unless parties have agreed to opt-out of the requirements of Chapter 558, its statutory provisions apply to all commercial and residential construction projects. The Governor recently approved changes to Florida Statute Chapter 558 on June 16, 2015. These changes take effect on October 1, 2015. Chapter no. 2015-165 and Final Bill analysis. Read Full Post

CATEGORY: Florida Construction Industry Law Blog Practice Areas:

Protecting Property Interests and Rights in Eminent Domain Action and Government Takings: Part I

“Change is inevitable – except from a vending machine”—Robert C. Gallagher. The history of human civilization has taught us that change through new land development is constant and a never ending occurrence. Sure, land development ebbs and flows with economic cycles, but new construction can always be found somewhere at any given time. With land development comes the need for new and expanded infrastructure, involving government action at some level. Private citizens, whose property is in the crosshairs of government development plans, will receive notice that all or part of their property is subject to governmental taking — the proverbial offer that you can’t refuse. Yet, thanks to the U.S. Constitution, private citizens are not without rights here. This blog post is part I in a series of posts to assist private property owners with protecting their property interests, maximizing just compensation and ensuring entitlement to attorney’s fees in eminent domain actions and government takings. Read Full Post

CATEGORY: Florida Construction Industry Law Blog, Florida Eminent Domain Law Blog Practice Areas: ,

Protecting Your Business From the Florida Deceptive and Unfair Trade Practices Act Or Other Consumer Class Action Claims

An agreement to arbitrate, which contains a class action waiver, can be an effective tool to help prevent small or moderate consumer claims from becoming class action lawsuits. Class consumer litigation, particularly that utilizing the Florida Deceptive and Unfair Trade Practices Act (hereinafter “FDUTPA”), has become en vogue over the last several years. As these types of class claims become more popular, it is more important to properly protect your business with well drafted agreements. It is also important to ensure that none of your agreements, if multiple agreements are necessary to complete a transaction, have conflicting terms. Read Full Post

CATEGORY: Florida Business Litigation Blog Practice Areas: