Florida Business Legal Questions

Here are some ideas for you.  1. Draft a Comprehensive Sales Agreement Include Payment Terms: Clearly outline the amount, due dates, and method of payment. Specify the consequences of non-payment, such as interest, late fees, or legal actions. Retain a Security Interest: Include a clause stating that you retain a security interest in the business or its assets until full payment is made. File a UCC-1 Financing Statement with the Florida Department of State to publicly record your claim. 2. Use Escrow Services Hold Funds in Escrow: Have the buyer place the remaining amount in an escrow account managed by a neutral third party. Funds are released to you once the conditions of the sale (e.g., payment milestones) are met. 3. Require a Promissory Note Promissory Note Terms: This legal document obligates the buyer to pay the remaining amount on the agreed timeline. Include details like the payment schedule, interest rate, and penalties for default. Personal Guarantee: If the buyer is a corporation or LLC, request a personal guarantee from the buyer to make them personally liable for the payment. 4. Retain Ownership Rights Until Full Payment Installment Sale Agreement: Structure the deal so ownership of the business or key assets transfers only after the final payment is made. Lien on Business Assets: If ownership has already been transferred, secure a lien on the business’s assets until the full amount is paid. 5. Consult an Attorney Work with an attorney experienced in business sales to: Draft or review all sale documents. Advise on legal remedies available under Florida law in case of non-payment. 6. Additional Precautions Credit Check: Perform a background and credit check on the buyer to assess their ability to meet payment obligations. Installment Payments: Request partial payments leading up to the three-month mark rather than waiting for the full amount in one lump sum. Default Clauses: Include provisions in the agreement for repossession of the business or its assets if the buyer fails to pay. 7. Consider Insurance or a Bond Payment Bond: Require the buyer to secure a payment bond to guarantee the remaining amount. Insurance Options: Look into insurance products that protect sellers in cases of non-payment. ... Read More

In Florida, itypically a landlord or their representative, such as a land manager, can request a tenant's driver's license and Social Security number as part of the application or leasing process. This is typically done for identity verification and to conduct background checks, which may include credit history, criminal record, and past rental history checks. These checks are a standard part of the tenant screening process. However, it's important to ensure that any personal information you provide is handled securely and in compliance with privacy laws. Landlords are expected to protect tenants' personal information and use it only for legitimate business purposes. If you have concerns about providing this information, you might discuss them with the landlord or the land manager. They may be able to explain their reasons for needing this information and reassure you about how it will be protected. Remember that while landlords have the right to request this information, you also have the right to inquire about how it will be used and safeguarded... Read More

Hi Bryce, Even though you have a verbal contract, it can still be enforceable in court as an implied contract because you rendered a service and your customer benefited from it. It's always best to have a written contract because it can provide provisions for non-payment and you can add a provision for attorney's fees in case you have to go to court to be paid. You need a Terms and Services Agreement for your business because it protects your business from a lot of things, other than just non-payment for your services. I draft these types of agreements. As for collecting payment, depending on the amount owed, you will have to sue your customer in court in either small claims court or circuit civil court. My firm does not do any type of litigation. I recommend you find a local attorney for that.... Read More

Your LLC should have an Operating Agreement which would express how and why a Member of the LLC can be removed. If you don't have an Operating Agreement, look to the LLC laws of Florida which will explain the issues and how to proceed. You will want to discuss your issues with an attorney.  Many attorneys offer a free initial consultation.... Read More

I'm not sure I understand your question, because you write about a corporation and a sole proprietorship, which are two different things.  By definition a corporation is not a sole proprietorship and a sole proprietorship is not a corporation.  If you mean to ask whether a corporation can buy a business which was operated as a sole proprietorship, the answer is yes.  For example, the corporation can agree to sell a 50% interest in the corporation to the owner of the sole proprietorship in eschange for all the assets of the business. If you and your fiance agree, you can become a co-owner of the corporation and operate a different business under that corporate name, or under a d/b/a owned by the corporation.  You can then agree on your respective employment compensation, profit sharing, management responsibilities and rights, etc.  I'm not sure you understand all the implications, however, including tax implications, and I think you should probably consult a Florida corporate attorney.... Read More

The answer to your hypothetical question is yes, two llc's can have the same owners while only one is liable in a given situation.  That's the whole point of setting up an llc, to protect its owners and their other assets (i.e. the second llc) from liabilities which the llc might incur. The advice you've been given attempts to guard against the possibility of piercing the corporate veil, and doesn't really address direct liability of each llc. In the particular situation you have posited, even assuming there is no piercing of the corporate veil (which depends on, among other things, whether the owners exercise the proper formalities in operating the llc, and in keeping its affairs and assets separate and independent of the owner's own, and of the assets and affairs of the other llc) it would be difficult.  First in the scenario you posit, llc 1, the party which signed the contract, is in at least as much danger as llc 2, which only acted as an agent of llc 1.  The claim would bethat Llc 1 breached the contract by failing to provide safe repair work (even if a non-party to the contract was hurt, he/she would sue the homeowner who would then sue llc 1), although llc 2 could also be independently liable for negligence.  Also llc 2 would be liable to llc 1 for breaching its contract with llc 1.  If a customer got a judgment against llc 1 which llc 1 could not satisfy, the customer could theoretically take over llc 1's assets, which would include llc 1's claim against llc 2. I'm sure there are many creative ways to avoid or minimize the issue, and you may want to consult a Florida attorney about it.  One thing I would advise though is to have the llc which signs the contract do the work.  The other can simply provide administrative services, like accounting, billing, etc., for a fee.  In this sutuation, there would be no basis apart from a claim to  pierce the corporate veil) to hold llc 1 liabile for any accident (be aware, thought, that if you try to shield llc 2's money by having it pay llc 1 an improperly large fee for the administrative services, it will be evidence that can be used to pierce the corporAte veil).  This may not solve all your issues, but it's a good start. Another guardrail would be to have a limitation of liability provision in the contact the customer signs, for example limiting liability to a refund of the monies paid by the customer, and not to include consequential damages.  Such provisions are not enforceable in all situations, and won't help you against a suit by a non-party to the contract, but it can't hurt and presents another obstacle to a claim.... Read More

I know it may seem like the answer would be pretty straightforward, but I would suggest sitting down with a business attorney that can get paperwork and a plan together to help you achieve all of your goals.  Basically, rather than a patchwork of legal and tax decisions, make sure you have the best set up for asset protection and tax advantages as well as just practically having the best entity to fit.  A business attorney can also help you get set up with any background paperwork (like bylaws, operating agreements, etc.) as well as checking to make sure any of your contracts are updated.  ... Read More

This is a very timely question.  The PACT Act, also known as the  ‘‘Consolidated Appropriations Act, 2021’’  which is dated December 21, 2020, has placed a great deal of restrictions on vape sales.  By the end of March, 2021, an online vape business will be unable to ship their product directly to a consumer via Fedex, UPS or even the U.S. Mail system.  In most States, they will still be able to ship their product business to business.  The exception is Hawaii and Alaska, if the shipment begins and ends within the State.  You can also ship to military bases with less restrictions. The reason for thes strict regulations is to stop selling and shipping products to minors.  To your question, in most States, a consumer will be able to go to a brick-and-mortor vape store and make a purchase with their ID.    ... Read More

First of all, you don't have to accept it, but you may not be able to reach an agreement if you don't. Second, sometimes arbitration forums tend to favor one side or the tother, but the AAA is generally pretty neutral.  Arbitrations are generally (not always) faster, less formal,  and less expensive than llawsuits, but the costs are more front loaded.  In llawsuits, by far the most expenses are incurred in preparing for and having a trial, and you have a lot of time between starting a case and reaching that most expensive point to reach a settlement.  Frankly, a lot of cases settle when the parties get tired of funding the lawsuit.  In arbitration, altho9ugh it is ultimately cheape in general, you start paying big money much sooner.  The other issue with arbitration is that you give up your right to appeal, because an arbitration award can only be reversed on very narrow grounds, which happens very rarerly.... Read More

Let's say you are the owner of a house.  And, while you are the owner, the house burns down.  Now you want to remove your name as the past owner of this house.  It is not going to happen.  The recorder of Deeds has you as the past owner.  They cannot back-date documents, This applies to your equal partnership in an incorporated business.  You cannot back-date ownership documents.  Based on your ownership, you may be responsible for the past actions, unless you were just a non-affliated shareholder.  Unfortunately, you stated you were a equal partner.  This would most likely hold you liable for the past actions of the entity.    What you can do, is review the By-laws to determine how you can opt out going forward.  If this is partnership and not a corporation, the Operating Agreement may give you additional options how you can sell your partnership interest to the other partners.... Read More

Consumer defense matters, such as the situation you describe, are the type of legal issues for which you may be able to obtain legal assistance through your local Legal Aid organization.  A list of local Legal Aid Organizations can be found at the Florida State Court Administrators office at https://www.flcourts.org/Resources-Services/Court-Improvement/Self-Help-Information/Legal-Aid.  The statewide portal for legal aid offices is found at https://www.floridalawhelp.org/. I wish you luck with this situation.  ... Read More

Not all misstetements used to sell products or services would violate consumer protection laws, becasue some may be so minor or so obvious as to constitute "mere puffery", but in general misstatements of fact used to induce people to buy your product or service would violate those laws.  I think your example would be a violation.... Read More

Well, you may have something, but it certainly isn’t a clear-cut issue to me. If you had a non-disclosure agreement in place, then that would be a different story. Depending on the language contained in your business plan or your non-compete, you could have something there. Now, that said, if the non-compete is well-drafted then you can likely seek to enforce that. The end point is that I see a few potential options, but I’d say it comes down seeing what language is in the plan and the non-compete. Potentially, you could have other claims for the theft of the property. I would suggest seeking a consultation with a business litigation attorney so that you can discuss the details of what happened and review the documents in confidence.... Read More

I assume that you mean that you have registered your dba in Florida, and/or in the particular municipality in which you are located, which offers you very little protection, if any, outside of the jurisdiction in which it's registered, and not that much inside.  Since you are just starting, I assume that your dba would not qualify as a common law trademark yet.  The best protection you can get, and it is not absolute, is to register trademarks for any marks you want to protect, including your business name.  You don't need a trademark to sell your own jewelry; trademarks protect various names or symbols which are associated with your business from being misappropriated by others.  For example, McDonald's doesn't want someone using golden arches (which might techinically be considered trade dress, not trademarks, but it's the same concept) to promote a fast food restaurant; that person woudl be trading on a mark which McDonald's has spent time and money building up to represent a particular type of restaurant with particular qualities.  You may, however, need various types of licenses, depending on the jurisdiction in which you will be operating.  Finally, I don't know your particular situation, but as a general rule I'm aware of no reason why you would have to reside in the US to operate a business here. ... Read More

As part of the affirmative defense.  You may also be able to file a pre-answer motion to dismiss based on the statute of limitations.  Remember, the breach of contract statute of limitations runs from the date of breach, not the date of contract.  For example, if the Fl statute of limitations on breach of contract is 4 years, and you took out a loan 7 years ago  but didn't miss any payments until 3 yeatrs ago, the claim is timely.... Read More

I' am unfamiliar with the rule you cite regarding practicing under a supervising attorney. Also, it is very unusual that the FL Bar would approve character and fitness before your passing the bar exam. However, I have heard that there may be certain areas of practice allowed like an in-house corporate attorney, but these are very specific situations. You should contact the FL Bar directly and I'm sure they can guide you in the right direction... Read More