Ocala, FL Business Law Attorney
Schatt Hesser McGraw prides itself on providing personal legal services customized to suit the needs of our clients. Whether we are asked to establish a start-up business to fulfill a lifelong dream, consult on asset protection or successorship planning, or draft acquisition documents, our initial conversation is always centered around the goals and motivations that are driving our clients to take the proposed action. Only once these issues are understood can we customize our legal services to address our clients’ personal issue.
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Our Business Law section assists in the creation of business entities, the preparation of corporate records and governing documents for business entities, the drafting and review of all manner of contracts including employment agreements, non-compete and confidentiality agreements, licensing agreements, leases, contracts for sale and purchase of both real and personal property, the creation of promissory notes and security agreements, etc. While we are rarely called upon to litigate documents we have drafted, we are often called upon to litigate these types of agreements. The experience of litigation of disputes involving such agreements often allows us to identify potential sources of disagreement during the negotiation process to ensure those matters are resolved in an amicable way at the front end of the process as opposed to in extensive litigation on the back end. In this manner we are able to save our clients both time and money over the long term.
There are times when litigation simply cannot be avoided. In these instances, Schatt Hesser McGraw will be fully prepared to defend our clients’ interests. We have extensive experience in litigation involving asset purchase agreements, shareholder disputes, collection matters, non-compete disputes, intellectual property disputes and general business disputes. Our litigation attorneys are admitted to practice in all state Courts in Florida, all Federal District Courts in Florida, the 11th Circuit Court of Appeals and the United States Supreme Court.
Even if a pressing legal issue is not currently on your mind, we invite you to call us and make an appointment for a business entity wellbeing check-up. Benjamin Franklin coined the phrase “An ounce of prevention is worth a pound of cure.” Bill Gates has added “Treatment without prevention is simply unsustainable.”
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Written vs. Oral Contracts
Oral contracts can be just as enforceable as a written agreement in most situations. However, an oral agreement will require a court to evaluate the conduct and intent of the parties in attempting to determine the terms of the agreement. In contrast, parties to a written contract are bound by the terms of their contract. A court is powerless to rewrite the clear and unambiguous terms of a voluntary contract in an attempt to make an otherwise valid contract more reasonable from the standpoint of one contracting party. Stated differently, courts are prohibited from rewriting a contract or interfering with the freedom of contract or substituting their judgment for that of the parties thereto in order to relieve one of the parties from the apparent hardship of an improvident bargain. When dealing with a written contract, the only time a court can look to the conduct and intent of the parties is when a term contained in a written contract is ambiguous and susceptible to multiple reasonable interpretations. Even then, the court is only permitted to utilize the intent of the parties to resolve the ambiguity.
Consequently, in the drafting of an agreement it is important that the words and terms used are specific enough to avoid ambiguity. Every attorney can share stories of litigation cases that resulted in thousands of dollars of attorney’s fees that could have been prevented if a few hundred dollars in attorney’s fees had been spent in drafting the agreement. Schatt Hesser McGraw can help you make certain your agreement is properly documented to prevent unnecessary hassle in the future.
The formation of a business entity such as a corporation or limited liability company can generally be utilized to effectively limit liability. The laws of this state permit the use of a business entity to protect business owners from personal liability stemming from business activity. However, this protection is subject to certain limitations.
If it is shown that the corporation is formed or used for some illegal, fraudulent or other unjust purpose, the protection will be lifted. The lifting of this protection is known as “piercing of the corporate veil.” While the courts are reluctant to “pierce the corporate veil” and will do so only in a court of competent jurisdiction, after notice to and full opportunity to be heard by all parties, and upon showing of cause which necessitates the corporate entity being disregarded in order to prevent some injustice.
However, courts may also “pierce the corporate veil” in a case where a business entity is so organized and controlled, and its affairs are so conducted, as to make it merely an instrumentality or adjunct of another business entity. Consequently, Florida courts recognize that when a subordinate or servient corporation is being controlled by and being liable to a superior or dominant corporation for its acts, the superior or dominant corporation can be held liable in an action at law for the negligence of the former.
The corporate veil may be pierced if it can be shown:
- That the corporation is a ‘mere instrumentality’ or alter ego of the defendant, and
- That the defendant engaged in ‘improper conduct’ in the formation or use of the corporation.’”
To satisfy the first test, the dominant business entity must exercise control to the extent the subsidiary “manifests no separate corporate interests of its own and functions solely to achieve the purposes of the dominant corporation.”