Business Litigation and Dispute Resolution

Disputes between businesses can threaten the stability and success of any organization. At Assouline & Berlowe, P.A., our experienced lawyers recognize the importance of efficient resolutions and the protection of your commercial interests. We handle a broad range of business litigation matters, including contract disagreements, partnership disputes, and issues arising from unfair competition or intellectual property conflicts.

Every case we handle is approached with structured negotiation strategies and, when necessary, readiness to assert our clients’ rights in court. Our objective is to deliver clear and practical counsel that aligns with client’s goals, while minimizing disruptions and expenses. We strive to prevent problems wherever possible and mitigate risks by designing solutions tailored to each client’s unique circumstances.

Whether seeking pre-litigation guidance or aggressive representation through trial, Assouline & Berlowe, P.A is prepared to help you navigate the complex legal landscape.

Overview of Florida Business Disputes

Florida business litigation spans a broad spectrum of disputes that can arise at nearly every phase of operating a commercial enterprise. From managing partnerships and defending against shareholder claims to dealing with construction defects and navigating employment lawsuits, the scope of potential legal challenges is extensive. Multiple Florida statutes shape the jurisdiction’s legal framework, and understanding these statutes is essential to safeguarding business interests. Moreover, Florida practices a wide range of procedural rules that affect how suits are filed, how evidence is gathered, when mediation or arbitration might take place, and how parties may enforce final judgments.

Florida business disputes increasingly reflect modern trends, such as the emphasis on electronically stored information (ESI) in discovery and the constant adaptation of state law to mirror certain federal standards—particularly for expert testimony and summary judgment motions. Overlaps with federal law occur in areas including employment discrimination and wage claims, among others. Recognizing the dynamic interplay between statutes, case strategy, and recent legislative reforms is vital for leaders and stakeholders who seek to manage risk, protect corporate assets, and maintain a stable commercial standing in Florida’s competitive environment. If you are facing complex litigation issues, you may wish to consult with a lawyer from Assouline & Berlowe, P.A for guidance tailored to your business needs.

Partnership Disputes and Fiduciary Obligations

Partnerships in Florida often form the bedrock of entrepreneurial endeavors, establishing collaborative structures under which multiple individuals or entities share decision-making authority and financial responsibilities. These partnerships are typically governed by the Florida Revised Uniform Partnership Act, codified in Fla. Stat. Chapter 620, unless the partners adopt a written agreement that supersedes or supplements certain default rules. When disputes arise, they frequently center on alleged breaches of fiduciary duty, misappropriation of business assets, management conflicts, or violations of individual contractual obligations.

Common Grounds for Partnership Litigation

• Breach of Fiduciary Duty: Florida statutory law and the common law require partners to act in a way that benefits the partnership, putting collective interests above personal gain. A partner who channels partnership opportunities for personal advantage, appropriates confidential data, or diverts funds could be liable.
• Profit Distribution Questions: Concerns often surface where one partner disputes how earnings are apportioned. In the absence of a clearly defined written formula, disagreements can lead to protracted litigation.
• Misconduct and Financial Abuse: Fraudulent acts, such as embezzling partnership assets or co-mingling personal and partnership funds, invite legal claims. If misconduct is proven, monetary damages and even dissolution of the partnership may result.
• Management Deadlocks: Equally split voting rights or irreconcilable vision differences can stall business processes. Prolonged stalemate can adversely affect key operations, necessitating judicial intervention or, in severe cases, dissolution.

Litigation Remedies and Court Outcomes

• Monetary Damages: Courts in Florida can order the at-fault partner to reimburse the partnership for financial losses, lost opportunities, or diverted assets.
• Injunctive Relief: A court may direct a partner to cease harmful actions, such as unapproved withdrawals from partnership accounts.
• Specific Performance: Courts might compel a partner to adhere to provisions in the partnership agreement, especially if monetary damages do not adequately redress the harm.
• Judicial Dissolution and Winding Up: When a partnership’s dysfunction is insurmountable, judicial dissolution can be ordered. The partners must then settle liabilities, liquidate or distribute assets, and conclude the partnership’s affairs in an equitable manner.

Alternative Dispute Resolution in Partnership Conflicts

Many partnerships opt for contractual clauses mandating mediation or arbitration before filing a lawsuit. Florida courts typically respect these provisions, requiring the parties to pursue the specified alternative dispute resolution pathway if it is clear and enforceable. Engaging in prompt, good-faith negotiations can preserve long-term business relationships and reduce litigation costs, making it a common first step when serious disagreements arise. An Assouline & Berlowe P.A. attorney can help review partnership agreements and advise on the most effective strategies for resolving disputes.

Shareholder Derivative Actions

Shareholder derivative lawsuits serve as an accountability mechanism, empowering shareholders to bring a claim on the corporation’s behalf if its officers or directors engage in misconduct. These claims in Florida revolve around the Florida Business Corporation Act, Fla. Stat. Chapter 607, which prescribes both substantive and procedural rules.

Situations Triggering Shareholder Derivative Lawsuits

• Alleged Self-Dealing: Directors or officers may be accused of using the corporation’s resources to enrich themselves at the company’s expense.
• Violations of Fiduciary Duty: The duty of loyalty, the duty of care, and related responsibilities can be litigated in derivative suits if an insider’s actions harm the corporation.
• Corporate Mismanagement: Reckless or negligent decision-making, including neglecting corporate governance principles or failing to address problematic financial practices, can give rise to derivative claims.

Pre-Suit Demand Requirements

Unless making a demand would be futile, shareholders must give the board the opportunity to rectify alleged wrongdoing. Florida law requires a written demand, after which the board may conduct an internal review or form a special committee to investigate. Courts examine whether the demand was made or excused and whether the corporation has genuinely sought to correct the alleged harm.

Potential Court-Ordered Remedies

• Monetary Damages Paid to the Corporation: Directors may be required to reimburse the corporate treasury if they caused financial losses.
• Equitable Relief and Governance Changes: These may involve reshaping the board, instituting policy reforms, or blocking ongoing harmful practices.
• Injunctive Measures: Courts can restrain corporate officers from continuing certain transactions or can require them to seek transparency in prospective deals.

Strategic Considerations

Shareholder derivative suits can be powerful because they bypass reluctance within the board to challenge its own leadership. However, the legal threshold to demonstrate direct harm to the corporation—not just to an individual shareholder—demands thorough preparation. When derivative actions coincide with direct claims, Florida courts require each claim to be properly categorized to ensure the correct remedy flows to the corporation rather than to an individual plaintiff.

Breach of Contract Litigation

Contract disputes form a significant portion of Florida business litigation. Florida law generally recognizes contracts if they include an offer, acceptance, and consideration. Although the core principles derive from common law, multiple statutes also affect the enforceability of particular contractual provisions, such as those related to non-compete clauses or attorney’s fees.

Main Categories of Contract Disputes

• Service or Supply Failures: A common example is a vendor failing to deliver goods on time or a buyer refusing to pay as agreed.
• Non-Compete Disagreements: Under Fla. Stat. 542.335, non-competes must protect legitimate business interests, be reasonable in terms of territory and time, and not overly restrict a person’s capacity to earn a living.
• Joint Venture or Partnership Conflicts: When a written agreement spells out obligations and sharing of profits, a party ignoring those obligations risks litigation.

Legal Remedies for Breach of Contract

• Monetary Damages (Compensatory and Consequential): Courts award damages to compensate the injured party for actual losses, as well as for foreseeable losses that are directly traceable to the breach.
• Specific Performance: If the disputed agreement involves a unique item (e.g., specialized equipment or real property) or an obligation where monetary compensation cannot fully address the breach, a court can mandate performance.
• Rescission: Courts may nullify the contract and return both parties to their original positions if performance is impossible or if misrepresentation tainted the agreement’s formation.
• Liquidated Damages: Parties sometimes pre-calculate breach-related damages in a contractual clause; Florida courts mostly enforce such provisions if they are not punitive in nature.
• Impact of Fee-Shifting Clauses.

Many contracts specify that the prevailing party recovers its attorney’s fees. Given Florida’s adherence to the “American Rule”—where each party otherwise bears its own fees—such clauses can greatly influence a party’s willingness to litigate or settle. Before initiating a breach of contract claim, it is important to verify whether the terms address fee-shifting and to understand how that provision might play out in court. An attorney at Assouline & Berlowe P.A. can provide crucial guidance when navigating breach of contract disputes.

Business Tort Claims in Florida

Business torts pertain to wrongful acts that injure another organization’s financial interests, goodwill, or competitive standing. Florida courts recognize a variety of business tort theories, ranging from fraud to interference with contractual relationships. These claims often arise alongside contract disputes, especially when the plaintiff alleges intentional wrongdoing or misconduct that goes beyond a mere breach.

Typical Business Torts

• Tortious Interference: If a third party intentionally induces one party to breach a contract or otherwise interferes with an existing or prospective business relationship, the harmed party may pursue damages.
• Fraud and Fraudulent Inducement: When one party allegedly makes false material representations to prompt another into a contract, claims based on fraudulent inducement or misrepresentation may arise.
• Unfair Competition and FDUTPA: The Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. 501.201 et seq.) outlaws a wide array of deceptive or unconscionable practices.
• Trade Secret Theft: The Florida Uniform Trade Secrets Act (Fla. Stat. 688.001 et seq.) allows businesses to sue if someone misappropriates proprietary data or other protected information.

Damages and Punitive Awards

Florida law typically entitles the injured party to compensatory damages. In certain circumstances, punitive damages can be awarded, governed by Fla. Stat. 768.72. The plaintiff must show, at a heightened legal standard, that a defendant’s conduct was either grossly negligent or intentionally harmful. Moreover, statutory caps may apply to punitive damage awards, though exceptions exist depending on specific statutory language and the nature of the wrongdoing.

Intersection With Other Claims

Business tort allegations often accompany breach of contract or even partnership disputes. Including both tort and contract claims can broaden a plaintiff’s potential remedies and strategic leverage if each claim has distinct factual and legal elements. However, litigants must ensure they can establish the individual prerequisites for each tort, in addition to supporting any contract-based causes of action.

Employment-Related Disputes

Florida businesses frequently face claims alleging discrimination, harassment, wage violations, or disputes over the enforcement of non-compete agreements. Although related federal laws often dominate discussions, Florida’s statutes and administrative procedures add another layer of complexity to employment litigation.

Florida Civil Rights Act (Fla. Stat. Chapter 760)

Florida law prohibits discrimination based on race, color, religion, sex, pregnancy, national origin, age, handicap, or marital status. Aggrieved employees generally must file an administrative complaint with the Florida Commission on Human Relations (FCHR) before proceeding to court. If the FCHR does not resolve the matter, the employee can escalate it. Meanwhile, parallel suits under federal statutes such as Title VII or the ADEA may be pursued simultaneously, requiring coordinated defense strategies.

Wage and Hour Disputes

Florida’s state minimum wage can exceed the federal floor. Employers must ensure compliance with both Florida’s wage standards (see Fla. Stat. 448.110) and federal overtime rules. Confusion often arises regarding whether an employee is exempt from overtime, leading to claims for back pay and potential additional damages. As these disputes can also be brought under the Fair Labor Standards Act in federal court, defendants may face litigation in both forums if not handled carefully.

Non-Compete Agreements

Fla. Stat. 542.335 governs the validity of covenants that restrict competition. Non-competes must be limited in duration, geographic scope, and subject matter, focusing on so-called legitimate business interests. When an employee leaves to work for a direct competitor, tensions can mount. Courts evaluate whether the non-compete is no broader than necessary to protect a business’s confidential data, customer goodwill, or specialized training. Disputes often escalate to litigation if the employer believes the departing employee is violating the non-compete by soliciting clients or sharing trade secrets.

Discovery in Florida Business Litigation, Including ESI Protocols

Discovery procedures in Florida have grown increasingly sophisticated, reflecting the critical role of digital evidence in litigation. The volume of electronically stored information (ESI)— emails, chat logs, spreadsheets, or data on cloud-based platforms—can be vast, especially for larger businesses. Florida courts often require litigants to address ESI issues proactively.

E-Discovery in Complex Commercial Litigation

• Early Case Assessment: Identifying relevant data sources—servers, mobile devices, messaging applications, shared drives—helps ensure that potentially discoverable ESI is preserved.
• Preservation Obligations: Litigants who fail to preserve relevant evidence may face significant sanctions if spoliation is found. This can include adverse inferences or exclusion of evidence from trial.
• ESI Protocols: Parties may agree on search terms, date ranges, or forms of production (e.g., native files or PDF) to reduce disputes and streamline discovery. Courts encourage cooperation to avoid unnecessary delays or cost overruns.

Discovery in Aid of Execution

After obtaining a judgment, the prevailing party can use discovery tools to locate the debtor’s assets to collect on the judgment. This may involve depositions or requests for documents revealing bank accounts, real property interests, and other holdings. While this is not strictly e-discovery, modern discovery often includes electronic records, making a robust ESI strategy relevant even after a final judgment.

Practical Tips

• Clear Document Retention Policies: Implementing a written, consistently enforced policy helps demonstrate good-faith compliance.
• Timely Legal Holds: As soon as litigation is reasonably anticipated, instruct employees to preserve relevant emails, documents, and other data.
• Seeking Protective Orders: If discovery demands appear overbroad or risk disclosing sensitive trade secrets, parties can seek court intervention for protective orders limiting scope or restricting disclosure to counsel only.

Interplay of State and Federal Law in Florida Employment Disputes

Florida employers often face parallel claims under both state and federal law. Discrimination, wage disputes, and whistleblower claims may trigger an investigation or lawsuit in federal court under Title VII, the Fair Labor Standards Act, or other federal statutes, while the same facts might prompt a state-based cause of action under Fla. Stat. Chapter 760 or Florida’s wage laws.

Forum Selection and Removal

If a plaintiff files in state court but raises a federal question or meets diversity criteria, a defendant may remove the case to federal court. Conversely, employees sometimes strategically prefer federal courts for broader discovery or perceived neutrality. Selection of the forum can shape the pace of litigation, applicable procedural rules, and potential jury pools.

Coordination of Proceedings

Many times, administrative prerequisites overlap. For instance, a claimant who files a discrimination claim with the FCHR might also file with the Equal Employment Opportunity Commission (EEOC). Understanding how these agencies collaborate, and at what stage a “right-to-sue” letter might be issued, is essential for building a unified defense.

Strategic Considerations

Because Florida law may offer slightly different or additional remedies, employers—and their adversaries—must adapt to both sets of regulations. Key differences in damages caps, procedural timelines, and attorney’s fee entitlements can create different bargaining positions during settlement negotiations.

Business Dissolution in Florida

Dissolution marks the legal conclusion of an entity’s operations. Whether voluntary or court- ordered, Florida law sets out certain procedures for winding up corporate, partnership, or limited liability entities.

Voluntary Dissolution for Corporations and Partnerships

• Corporations: Under Fla. Stat. 607.1401, shareholders and boards can approve dissolution, followed by filing articles of dissolution with the Department of State. The business then addresses outstanding debts, taxes, and liabilities.
• Partnerships: Fla. Stat. 620.8801 and relevant partnership agreements commonly govern dissolution. Paddle-shaped event triggers (e.g., withdrawal of a key partner) may prompt winding up, requiring partners to liquidate assets and settle accounts.

Involuntary or Judicial Dissolution

When irreconcilable deadlock or illicit conduct derails governance, courts can order dissolution. This can happen if controlling shareholders commit oppressive or fraudulent acts, or if the entity cannot effectively conduct business due to persistent disputes. The court oversees distributions and ensures creditors are satisfied before finalizing the matter.

Equitable Distribution of Assets

During winding up, disputes frequently arise over valuations of assets and liabilities. Florida courts aim for fairness in dividing corporate property and may require a formal accounting to achieve an equitable distribution. If parties cannot settle, the court’s intervention ensures creditors are paid first, and any remaining assets are distributed to shareholders or partners according to agreed-upon interests and priorities.

Assignment for the Benefit of Creditors (ABC)

In Florida, under Chapter 727, businesses can look to an Assignment for the Benefit of Creditors (ABC) if their business is failing. An ABC is a state-law alternative to federal bankruptcy that allows a financially distressed business (or individual business owner, in some cases) to voluntarily transfer all assets to an independent third party (the assignee) so those assets can be liquidated and the proceeds distributed fairly to creditors.

Attorney’s Fees and Fee-Shifting Mechanisms

Under Florida’s “American Rule,” each side typically pays its own attorney’s fees unless a statute or contractual clause provides otherwise. Many Florida statutory provisions do permit fee awards in specific contexts, and well-crafted contracts often include fee-shifting clauses.

A Sample of Statutory Fee Provisions

• FDUTPA: Fla. Stat. 501.2105 enables a prevailing party in an unfair or deceptive trade practices suit to recover fees.
• Employment Discrimination and Wage Claims: Prevailing claimants can sometimes recover fees under both Florida and federal statutes. A risk of fee- shifting can influence how vigorously an employer or employee litigates.
• Derivative Suits: Courts may award fees if a shareholder’s lawsuit substantially benefits the corporation.

Contractual Fee-Shifting Language

Florida courts generally uphold fee-shifting provisions if they are explicit and sufficiently clear. Some agreements allocate fees to the “prevailing party” in any dispute arising out of the contract, while others target only certain breaches. The breadth and specificity of such clauses can be decisive in a lawsuit’s viability.

Strategic Impact

The risk of paying the opposing party’s legal fees affects settlement negotiations. A party confident in success may press forward, knowing a win includes fee reimbursement. Conversely, the possibility of losing and bearing both sides’ expenses might encourage early resolution.

Administrative Body and Regulatory Agency Litigation

Commercial litigation can be influenced by concurrent administrative processes, licensing boards, or regulatory agencies. A few notable examples:

Professional Licensure Investigations

Licensed professionals operating in Florida—accountants, engineers, health professionals— may be subject to board actions if alleged wrongdoing arises. Although these proceedings differ from civil litigation, adverse findings can affect parallel court cases or open the door to additional lawsuits.

FDUTPA Investigations by Government Authorities

Consumer complaints of deceptive practices may result in investigations, fines, or settlements. If those allegations overlap with private litigation, businesses must carefully reconcile governmental demands with ongoing civil defenses, ensuring consistent positions are taken.

City or County Enforcement

Local ordinances sometimes affect business operations—from zoning matters to local consumer protection rules. If a business fails to comply, local officials can impose fines or pursue injunctive relief in state court, further complicating legal strategies.

Specific Considerations for Small and Mid-Sized Businesses

Smaller ventures have different litigation resources than large corporations. Still, they encounter many of the same legal pitfalls—breach of contract, employment claims, or partnership disputes.

Choosing the Right Entity Structure

Avoiding personal liability is often a priority. Entities such as limited liability companies (LLCs) or corporations can provide liability shields, assuming statutory formalities are observed. Sole proprietors or partners in general partnerships may find themselves liable for the business’s debts, increasing personal risk.

Access to Legal Counsel

Smaller entities may not maintain in-house counsel and might find litigation costs burdensome. Proper business documentation and compliance with Florida law becomes crucial to forestall disputes. Engaging in early mediation can help conserve resources and limit exposure.

Insurance and Risk-Sharing Mechanisms

Basic policies—commercial property, liability, and workers’ compensation—can prove invaluable. While some owners find coverage premiums costly, an uninsured or underinsured claim can be crippling. Periodic policy reviews help ensure coverage matches evolving business needs.

Enforcement of Judgments and Collections

Winning a lawsuit is one step; collecting on a judgment is another. Florida law offers mechanisms to aid judgment creditors.

Writs of Execution and Garnishment

Florida courts can issue writs to seize the debtor’s property, and garnishment orders may attach to bank accounts or wages. The businesses or individuals subject to a garnishment order must comply, or they risk contempt. A creditor may secure a charging order as a remedy to collect profits and distributions from a debtor’s ownership interest in certain business entities, without taking control of the business.

Asset Searches and Discovery

Using post-judgment discovery, the judgment creditor can demand records revealing hidden or transferred assets. Depositions may also force the debtor to disclose assets under oath. Concealment attempts can lead to additional sanctions or even allegations of fraud.

Exempt Property Considerations

Certain assets remain exempt from forced collection under Florida law—for instance, a primary residence for individuals under homestead rules. However, corporate entities do not enjoy homestead protections. Thus, a business’s real property or equipment might be subject to execution, subject to legal defenses or negotiated payment arrangements.

Post-Judgment Steps

While Florida courts strive to bring final resolution, parties must often follow post-trial or post-judgment procedures:

Appeals

Disappointed litigants may seek review in Florida’s District Courts of Appeal. Appeals can focus on legal errors, factual insufficiencies, or procedural mishandling at trial. A successful appellant might secure a reversal, new trial, or remittitur of damages. However, the appeals process further extends the timeline and costs.

Collection or Compliance

If the judgment is monetary, the winner must enforce its rights through execution, garnishment, or discovery in aid of execution. If the judgment imposes an injunction or specific performance, compliance monitoring may be necessary to ensure ongoing observance.

Renewals and Dormancy

In Florida, judgments can remain enforceable for extended periods, but they often require renewal to prevent expiration and to maintain lien rights. Businesses must track these timelines to maintain their ability to collect or enforce non-monetary relief.

Post-Settlement Obligations

If the case settles, the settlement agreement typically mandates releases, confidentiality clauses, or future performance obligations. Monitoring compliance can be essential if the agreement spans multiple months or years

Legal Assistance With Your Business Needs

Your business deserves a trusted ally who can help you navigate the complexities of Florida’s legal environment with confidence. At Assouline & Berlowe, P.A., our experienced Miami, Fort Lauderdale, and Palm Beach lawyers stand ready to support you through a wide array of business disputes, regulatory matters, and contractual challenges. We focus on delivering solutions tailored to your specific objectives, whether you seek to resolve litigation swiftly, strengthen your corporate governance, or protect your valuable assets. Drawing on decades of practice in the South Florida dynamic market, we make it a priority to keep you informed at every stage, providing clear guidance and proactive strategies. By combining personalized attention with a thorough understanding of Florida’s ever-evolving business laws, we empower you to make informed decisions that keep your operations moving forward. To discuss any concerns or gain further insight, please reach out to our team today at (305) 567-5576. Partner with us for reputable, long-term resolution strategies.