If you are in a business dispute involving several persons acting in concert with one another, you could have a claim for civil conspiracy. The “gist of a civil conspiracy [claim] is not the conspiracy itself, but the underlying civil wrong” that is the focus or purpose of the conspiracy. Tejera v. Lincoln Lending Servs., LLC, 271 So. 3d 97 (Fla. 3d DCA). Therefore, civil conspiracy claim can be an effective tool to bring a civil action against every bad actor in a business dispute. Peter Mavrick is a Miami business litigation attorney, and represents clients in Fort Lauderdale, Boca Raton, an ..read more

In a derivative shareholder action where corporate waste is alleged, it might be prudent to ask the court to appoint a receiver to take control of the corporation. Tampa Waterworks Co. v. Wood, 121 So. 789 (Fla. 1929) (holding that a shareholder can request a court of equity to appoint a receiver to manage the affairs of a corporation). A “receiver” is a neutral person appointed by a court to protect and preserve property during litigation. See Knickerbocker Trust Co. v. Green Bay Phosphate Co., 56 So. 699 (Fla. 1911). A court exercises its powers to appoint a receiver with great circumspectio ..read more

Florida law provides a mechanism to forcibly dissolve corporations if that corporation is paralyzed by internal disputes between shareholders or board members. The mechanism can provide some frustrated shareholders an option to rid themselves of the asset and move on. Peter Mavrick is a Miami business litigation attorney, and represents clients in Fort Lauderdale, Boca Raton, and Palm Beach. The Mavrick Law Firm represents businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trad ..read more

The Federal Trade Commission (FTC) controversially issued a final rule banning most non-compete agreements. This rule severely impedes the ability of businesses to protect their legitimate business interests such as customer relationships, goodwill, confidential business information, and trade secrets. However, the FTC’s rule is facing legal challenges from different directions. Last week we wrote about a direct legal challenge and the Northern District of Texas’ injunction prohibiting enforcement of the rule. Ryan LLC v. FTC, Case No. 3:24-CV-00986-E, 2024 WL 3297524 (N.D. Tex., July 3, 2024 ..read more

Non-compete agreements have been a standard business practice for many years. Businesses use non-compete agreements to protect their interests like proprietary business information, trade secrets, customer, goodwill, staff, and others. However, on April 23, 2024, the Federal Trade Commission (FTC) upended this long-standing business practice by issuing a rule banning most non-compete agreements. See 16 C.F.R. § 910. The FTC’s new rule was recently challenged in Ryan LLC et. al v. FTC, and the court enjoined the FTC from enforcing its ban. Ryan LLC et. al. v. FTC, Case No. 3:24-CV-00986-E, 2024 ..read more

When a debtor fraudulently transfers assets to a third party to avoid paying a debt owed to a creditor, the creditor can pursue legal relief by filing a fraudulent transfer claim. But this begs the question – who can a creditor sue in a fraudulent transfer lawsuit to recover monies owed by the debtor? Is the creditor limited to suing the debtor, or can the creditor sue third-party recipients of the fraudulently transferred assets? This article explores those options. Peter Mavrick is a Fort Lauderdale business litigation attorney.  The Mavrick Law Firm represents businesses and their owne ..read more

We previously wrote about the importance of trade secret compilations because a trade secret owner can claim certain information is trade secret even if the information is public. As you may recall, secrecy is the bedrock to possessing trade secrets because they are defined as information “deriv[ing]] independent economic value… from not being generally known to, and not being readily ascertainable by… other persons… and [i]s the subject of… secrecy [efforts].” Fla. Stat. § 688.002 (emphasis supplied). However, Digiport, Inc. v. Foram Development BFC, LLC, 314 So. 3d 550 (Fla. 3d DCA 2020), te ..read more

Contracting parties may stipulate to a particular forum for resolving future disputes. Am. K-9 Detection Servs., Inc. v. Cicero, 100 So. 3d 236 (Fla. 5th DCA 2012). This is known as a forum selection clause. The clause can be mandatory, which requires the parties to litigate in the particular chosen forum to the exclusion of all other forums, or permissive, which only constitutes consent to a particular forum without excluding all other forums. See World Vacation Travel, S.A. v. Brooker, 799 So. 2d 410 (Fla. 3d DCA 2001) (finding mandatory venue clauses require or unequivocally specify that a ..read more

Waiver is the voluntary relinquishment of a known right. Major League Baseball v. Morsani, 790 So. 2d 1071 (Fla. 2001). The concept of wavier is important in law because it applies to a wide variety of scenarios. A litigant can waive the right to a term expressed within a contract pre-suit, to bring a claim against another, a jury trial, and many more. Therefore, waiver is a powerful tool that can help or harm a litigant’s position depending the context. However, waiver can be difficult to establish because it is almost always a question of fact. Frisbie v. Carolina Cas. Ins. Co., 103 So. 3d 1 ..read more

A party can recover lost profit damages as direct damages or consequential damages. Lost profits, like all damages, are considered direct when they flow directly and immediately from the contractual breach. HCA Health Services of Florida, Inc. v. CyberKnife Ctr. of Treasure Coast, LLC, 204 So. 3d 469 (Fla. 4th DCA 2016). Lost profits are consequential when they arise from losses that were reasonably foreseeable by the breaching party at the time the contract was entered. Keystone Airpark Auth. v. Pipeline Contractors, Inc., 266 So. 3d 1219 (Fla. 1st DCA 2019) (defining consequential damages ..read more