Florida Business Legal Questions

In most cases and making an assumption that the business is classified as a partnership for federal tax purposes, no.  However, a business run in this manner likely has potential liability issues that go beyond this federal tax issue.  For this reason, you might want to investigate an acquisition of all of the assets (rather than the equity in the LLC).  ... Read More

I'm sorry, no.  You insulted your boss and he fired you.  Unless you have a contract which prohibits you being fired for that reason, or you can prove that the facebook remark was a sham and you were really fired for some impermissible reason (race, gender, religion, etc.), you have no claim.... Read More

First, I'm assuming that there is a judgment against you.  Except under very unusual circumstances, your wages can't be garnished until and unless you have been sued and have lost, either after litigating or on default. Second, the fact that you work part time and have a son does not preclude a garnishment.  However, most jurisdictions have a limit on what can be garnished.  For example, if you were making $500 per week, the limit might be that only 50% can be garnished.  These numbers are just made up, as I don't know if there is any such restriction in Florida, or, if so, what they are.... Read More

Your rights and duties in dissolving the partnership are governed by the Revised Uniform Partnership Act, Chapter 620, Florida Statutes.  I recommend you contact a board-certified business attorney or board-certified civil trial lawyer in your area to assist you.     ... Read More

Yes.  I'm not an accountant, but the transaction should have the same tax  consequences as if the corporation paid the employee additional money, which the employee then used to rent an apartment.  Thus, would deduct its expenses in leasing the apartment, and the cmployee would pay tax on the value of the use and occupancy of the apartment (which, in practical terms, would be the amount of the rent paid by the corporation.)... Read More

Shareholders are not responsible for the management of a corporation.  Many people own shares in IBM, Microsoft, Apple, etc. and have no management responsibilities whatsoever.  Management is performed by employees and the board of directors.  It is possible that there could be a shareholder vote on a particular course of action, but that is rare, and would generally involve a major event, not day to day operations.... Read More

As in you have a contract that has signatures, but it is just a copy or are you saying you have an unsigned copy of a contract?  If you have a copy of a signed contract, you’re probably good to go.  However, if you just have a contract missing signatures, you could have a tough time with that.  With a copy, it is a little more difficult for the signatory to deny signing the contract; whereas, it is a lot simpler for a signatory to deny having signed a contract that’s missing his or her signature.  That said, written contracts aren’t the only way for a “contract” to exist.  If you feel like you may have a cause of action (or need to defend a cause of action), you should see a local contract litigation attorney to discuss because there are a lot of variables that can make or break a cause of action on a contract.... Read More

Looks like you’ve exhausted your amicable means of resolving the dispute.  I’d say it’s time to meet with a business litigation attorney to discuss suing the vendor for breach of contract/payment due.  Litigation has many variables, but generally in a business context, it comes down to dollars and cents.  The attorney should be able to take the facts of your case, and, after analyzing the documents involved, provide you with an idea of the strength of your claim and an estimation of the time and expenses involved.  If your vendor contract was drafted properly, this shouldn’t be a huge endeavor to put together.  And, if you did the contract right, the victor will be awarded attorneys’ fees and costs.  Finally, although some people may say ‘you don’t need a lawyer,’ you do.  Litigation, even small claims, can get complicated.  I wouldn’t let this linger – in my experience, these situations resolve themselves more quickly if addressed more quickly.... Read More

Registration of a Money Services Business in Florida is governed by the Florida Office of Financial Regulation and specifically under Florida Statutes Chapt. 560.  The minimum requirements to qualify as an MSB are: 560.1401 Licensing standards.— an applicant must: (1) Demonstrate to the office the character and general fitness necessary to command the confidence of the public and warrant the belief that the money services business or deferred presentment provider shall be operated lawfully and fairly. (2) Be legally authorized to do business in this state. (3) Be registered as a money services business with the Financial Crimes Enforcement Network as required by 31 C.F.R. s. 103.41, if applicable. (4) Have an anti-money laundering program in place which meets the requirements of 31 C.F.R. s. 103.125. (5) Provide the office with all the information required under this chapter and related rules.   In regard to the operating agreement for your LLC, you will want to consider that Florida's LLC laws have changed substantially as of January 1, 2014.  This means that any operating agreement that you find on the internet needs to reflect that it has been updated under the new LLC laws.  The trademark needs to be used in the steam of commerce or you intend to use it in the steam of commerce in the next six months.  Copyrights have a different set of requirements to be eligible for registration.   To assist with any of the matters that you have mentioned would of course require more detailed information. ... Read More

Typically, a private investigator should not require a power of attorney to assist you in processing an unclaimed funds case.   I would be wary of giving anyone a power of attorney unless you know them personally.  Depending on the powers designated in the power of attorney, they will essentially be “you” and allowed to access bank accounts, transfer real estate, etc…   In unclaimed funds’ cases, it is very possible that an administrative hearing will be required.  This means that ultimately you will have to hire an attorney and will have spent money and time on investigator.   If you do not have the funds to hire an attorney, there are many attorneys will consider taking your case on a contingency fee basis.    ... Read More

If there’s one thing that employers hate most, it’s having employees leave and then compete with them – particularly if the employee uses information/forms/etc. from the company.  So, can he sue?  Sure.  Will he win…well that’s more difficult to answer.  This forum isn’t going to work in this situation to get the answers you need.  You need to sit down with a business litigation attorney to discuss all of the facts.  Even though you don’t have a non-compete, doesn’t mean you’re in the clear.  Employers are constantly looking for new ways to enjoin employees from using any information they got while employed to compete with them.  And while you may not be using the forms word for word, you are using supplier lists.  Now, that said, I can’t say how strong your potential defenses would be, but you very well could have some.  You may also have some options that you could exercise in an attempt to come to an amicable resolution with your previous employer.  To be absolutely clear, I wouldn’t not advise a ‘wait and see’ strategy; you need to get into a local business litigation attorney’s office to see where you stand and what your best steps may be.  ... Read More

Well, you’ve certainly got a problem on your hands, but it sounds like it may not be too far gone to fix.  Not having a formal agreement in place is problematic, and, unfortunately all too common, especially when the business starts with friends.  In any case, the answer depends on many factors beginning with the type of entity you and your friend originally formed.  Even though you didn’t create a formal agreement, the FL statutes should fill in the areas you and your partner left out.  The complexity of your problem has to do with the transfer of interests and who owns how much of what and how to deal with that – particularly if your interest is to keep the business going.  I’d highly advise seeking the counsel of a business/business litigation attorney to get things lined out and hopefully find an acceptable resolution without the need of litigation.... Read More

You’re dealing with FL Statutes 540.08, which prohibits the unauthorized use of someone’s name or likeness.  However, as with any statute, there are several factors involved.  I would be interested in whether the photograph is just of you and how it is being used.  Essentially, my advice boils down to making an appointment with an attorney to review the site and the facts.  If this site is in violation of 540.08, you not only have a cause of action to enjoin the use of the photograph, but also to recover damages such as a reasonable royalty for its use.  I wouldn’t wait around on this – you may very well have a case.... Read More

I’d definitely want to know more details about the transaction, the gallery, any liability waivers, etc., but it sounds like you would have a lawsuit.  Art tends to be one of those things where the value is tied to the authenticity; therefore, unlike a replaceable item like say an average vehicle off the line, a painting gets its value often from the rarity and the particular artist.  Now, the gallery would argue that there was no way it could know it was a fake, due diligence, etc.  If the gallery truly did a good deal of research and it was just such a good fake that it duped their experts, the suit could get difficult, but I think it is still there.  Due to the amount of money you spent, I’d suggest meeting with a civil litigation attorney to discuss the matter in detail.... Read More

I'm not sure I understand exactly what went on here, but I gather that the buyer was prepared to offer full price, but your business partner told you that the buyer would only pay a reduced price,  and he pocketed the additional money.  If so, it appears that your former business partner breached his fiduciary duty to you, and (barring any problems which are not apparent from the face of your question) you can sue him to recover any damages you incurred due to his breach.  You may be able to recover from the broker as well, if the broker knew about the full price offer and didn't inform you. Given these circumstances (which, again, I may not fully understand) you may be able to, as an alternative to recovering $6,500, impose a constructive trust over some or all of your former business partner's interest in the new business, so that you would become the owner of all or part of that interest.... Read More

Assuming nothing to the contrary in the rental agreement, the renter could be responsible for all damages you suffer as a direct result of their negligence.  It also could be considered a breach of the contract for the renter to have failed to take proper care of the horse while the horse was in his/her care. If it was negligent for the renter to race the horse, and you can prove that the injury was caused by the race and wouldn't have occurred otherwise, you may be able to recover the money you paid for the care of the horse's injury, and possibly any rental income you lost while the horse was out of service, and diminution of the horse's value due to any continuing problems with the injury. ... Read More

The first amendment (like every other provision of the United States Constitution except the prohibition against owning slaves) applies only to government action.  Absent a statute regulating the area (and I'm confident there isn't any in this case), your boss, a private individual, can make you address him however he wants.... Read More

Your next step should be taking your contract and consulting with a business litigation attorney. After discussing the details and reviewing the contract, the attorney should be able to provide you with your options and with the relative strengths, weaknesses, pros and cons.  To answer directly, the likely course of action would be a demand letter from an attorney, and, if that fails to produce results, a lawsuit… likely in small claims, but depends on how much is owed.  For example, less than $5,000 is small claims; $5,001 - $15,000 is County; and over $15,000 is Circuit.  Now, you may decide to go at it alone (although I highly caution against it), in which case, depending on any notice provisions in your contract, you may go straight to filing a pro se lawsuit.  However, I would stress to at least have the attorney consultation.... Read More

A corporation has a perpetual existence so long as it does not go bankrupt or is voluntarily or administratively dissolved (e.g., for failure to pay annual report). However, barring these scenarios you could approach your partner and ask if he's interested in buying out your shares of the business. Is there an agreement between you and your partner as to what happens if one of you wants out of the corporation? I recommend you contact a business litigator or civil trial lawyer in your area to discuss this matter further.... Read More