Florida Business Legal Questions

While the normal response of a lawyer is to advise you to seek the assistance of a lawyer, you may be able to find help at your local library. NOLO has books that are pretty helpful to non-lawyers and have very good forms. Having said that, if it is royalty free, what does your reference to "selling" it?  I also assume that since you want the license it, even if for free, you are trying to protect your rights. Depending upon how valuable those rights are, you may want to have a lawyer's help.   The way I look at it, there are also self help books at the library to help non-mechanics fix a transmission on a car.  I might be tempted to try it on an old "junker" but not on my day-to-day transportation.  Sometimes it is worth while to pay a professional.... Read More

  It depends. For example: if the lawyer set up the LLC and then undertakes litigation against the LLC on behalf of the minority interest holder, the lawyer may have violated the Florida Bar Rules of Professional Conduct, Rule 4-1.7(a): (a) Representing Adverse Interests. Except as provided in subdivision (b), a lawyer shall not represent a client if:   the representation of 1 client will be directly adverse to another client; or there is a substantial risk that the representation of 1 or more clients will be materially limited by the lawyer's responsibilities to another client, a former client or a third person or by a personal interest of the lawyer.   However, there are exceptions to this rule, including consent of the client, contained in Rule 4-1.7(b) that would permit the representation: (b) Notwithstanding the existence of a conflict of interest under subdivision (a), a lawyer may represent a client if:   the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; the representation is not prohibited by law; the representation does not involve the assertion of a position adverse to another client when the lawyer represents both clients in the same proceeding before a tribunal; and each affected client gives informed consent, confirmed in writing or clearly stated on the record at a hearing.   Nonetheless, the lawyer who represents the LLC subsequently may represent a minority interest holder in a matter that is completely unrelated to his or her work for the LLC without any conflict whatsoever. Talk with your attorney if you believe that his or her representation of another party poses a conflict of interest. Very often you can resolve the conflict without having to resort to measures such as filing a complaint with the Florida Bar.    ... Read More

Without a written contract, you are at the mercy of the common law, which means you will likely have to go to court to get your money back.  You say that you have an oral contract to form a business partnership.In Florida, when two or more parties undertake a business venture without forming a separate entity to conduct that business, they form a partnership. Partnerships are governed by the agreements between the parties, and if your partner has breached the terms of your oral agreement, you can pursue a breach of contract claim against him. However, without written evidence of the terms of the oral agreement, you face a "he said/she said" situation with regard to proving your claims. If the arrangement was that you were to be an "investor" in the business, rather than a business partner, then you may be able to pursue litigation against your partner for securities fraud. However, every situation is different, and fraud has to be proven to a higher standard than other claims. The bottom line is that you need to discuss your litigation options with an experienced civil litigation attorney. That having been said,I believe that the answer to most business disputes does not lie in litigation. If the business is still a going concern, you may want to reconsider cashing out your investment. You may want to instead formalize your agreement with your business partner, obtain stock in the corporation and get the terms of your verbal agreement in writing, adding language that will mitigate problems in the future. That way you may be able to recoup your investment over time, gain oversight over your business partner and make a business decision rather than an emotional one. Again, you need to discuss all of your options with your lawyer.  ... Read More

Under the common law of trademarks, you have a duty to investigate a proposed trademark before you adopt it. Because you found a possible competitor using a name for its business that sounds like your name, proceed with your chosen name with caution. A mark that is so similar in sight, sound or mental impression to an existing mark infringes on an existing trademark if both businesses using the mark sell identical or similar goods or services. So if you sell widgets online under the name "BobsWidgets.com" after discovering a brick and mortar store named "Rob's Widjits" selling widgets at retail, expect Rob's Widjits to sue you for trademark infringement. I recommend that you contact an attorney that specializes in trademark law and ask about your mark specifically. There is no exact science to making determinations of whether one mark is too close to another, so ask your lawyer to perform a "knock-out" search to see what other marks may be out there that you don't know about. And be sure to tell him or her about the business you found, how they spell their name and what goods or services they sell.  ... Read More

When an employee leaves a company, the company may, but is not required to forward the employee's email to them. In most cases, however, I would advise against it. You create problems for your business if there is ever a litigation and you have been forwarding the employee his or her email. If you send a relevant email to a former employee outside of your company, you risk inadvertently violating your duties of document retention. For that reason I strongly encourage you to forward that employee's email to a responsible manager who can make a determination whether to forward his or her email to the employee on a case-by case basis. After all, the employee should have immediately let friends, family and colleagues know that he was no longer with your company, so there should not be many personal emails to sift through. ... Read More

I have unfortunately seen this before and I don't think you will be sucessful in trying to force them to sell to you. What you described sounds like unfair competition and if your competitor is spreading falsehoods about you to effct this you may have a claim against them, but companies are allowed to set up 'authorized dealers". By defiintion, if someone is "authorized" that means others are not.    ... Read More

As a general matter, an employee has no right to have his or her compensation be confidential. In the absence of an employment contract, the hours and compensation of employees are determined by the employer on an "at will" basis -- which means that the employer may change them at any time and generally without notice.... Read More

Non-profit organizations can, and perhaps most, do pay their employees, officers, and directors.  The shareholders cannot receive a return.  The Green Bay Packers, for example, are a non-profit organization.  The players and management are paid - quite handsomely at that.  If the team were liquidated, the money would go to another non-profit, not to the shareholders.... Read More

An LLC is not a corporation and it generally does not have shares; it has membership interests, which are very similar to partnership interests. They are generally evidenced solely by book entries in the LLC's records and are generally not evidenced by certificates, as one might expect with shares of a corporation's stock, although the operating agreement of the LLC may provide for certificates (which is rare). LLCs do not have "shares" and the ownership of a majority of the membership interests does not import any special rights unless provided in the operating agreement. The rights of the members are governed by this operating agreement, and you should refer to it for your rights and privileges. From the description you give, no member is a "majority" member because no single member owns more than 50% of the membership interests. S corporation status is merely a tax election (which can be made by entities that are not corporations, such as an LLC) and imports no particular rights or liabilities as against the other members.... Read More