work separation agreement

As a business owner and employer, you’ve undoubtedly had situations where you’ve had to terminate someone’s employment. Ending a relationship with an employee is never easy. Ensuring that the end of a job is as friendly as the start is important for business owners and employees alike. The best way to do that is to use separation and release agreements. These agreements help protect you during an employee’s departure from your company, whatever the reasons.  “Employers are sometimes surprised when their former employees sue them, even if they never made a complaint during the employment. A practice of using well-drafted employment separation agreements, supported by consideration, can limit those post-termination lawsuits.” Florida’s Employer’s Attorney, Kristi Benson What Is an Employment Separation Agreement? Whether an employee is leaving your company voluntarily or you are terminating their employment, documenting the terms on which they are leaving benefits you both. In a job termination situation, you want to be especially diligent about documenting everything. An employment separation agreement represents the complete, written understanding of terms between you and your soon-to-be-ex employee.  Unlike tax forms or other items an employer needs to provide to an employee, an employment termination agreement is not a legally required document. Most states have few rules about the process of terminating an individual employee. This is why it is very important for your business to be proactive about knowing how to handle employee separations. Having experienced employment law counsel can be essential to handling employee separations smoothly. Our team at BrewerLong has extensive experience in all aspects of helping Florida business owners with employment law issues. We’d love to get to know you and help you too. At-Will Employment Most employment in the U.S. is “at-will.” This means that an employer can terminate someone’s employment at any time, for almost any reason. An employer typically does not have to provide notice to an employee of the termination. Employers do not have to tell employees why they are being terminated. However, an employer cannot fire someone for a discriminatory reason or as an act of retaliation for the employee exercising their legal rights (See Florida Laws on Firing Employees). Discriminatory actions may create serious liabilities for your business. That said, once you terminate someone’s employment, you will want to confirm in writing that the employee understands their employment is over.  Waiver of Claims One of the most important reasons to get an employment separation agreement is to obtain a waiver of claims. A well-drafted waiver usually prevents a terminated employee from suing your business for claims related to their employment. However, a waiver is part of a contract between you and your former employee—that means consideration is required. Typically consideration comes in the form of a payment, a severance package, or some other type of benefit.  What Should an Employment Termination Agreement Include? Any employment termination agreement you enter into with a former employee should include terms that are relevant to your business. The agreement should also incorporate terms relevant to the employment situation. An experienced employment lawyer can help you navigate employee terminations. They can also provide important drafting expertise when crafting employee separation agreements. The team at BrewerLong business law attorneys has more than a decade of experience in crafting employment separation agreements for employers.  Termination of Employment Details When drafting an employment separation agreement, identify the former employee’s job title and date the employment ended. Depending on what you agree between your business and the employee, you may want to state a reason for departure. Sometimes, in a separation agreement, the parties decide to mutually agree that the employee should leave. An experienced employment lawyer can help you understand how best to identify your terminated employee’s departure details. Severance Package Because one of the key reasons to seek a separation agreement is to get a waiver of claims, severance packages are important considerations for any employer considering a job termination. Employees who are fired, laid off, or otherwise terminated are usually the only ones who get severance. Sometimes, money is offered as an incentive to sign a waiver of claims. Often, senior executives may be entitled to severance under an employment agreement. Make sure to check all employee documents and agreements before drafting employee separation documents. A business-savvy employment lawyer will be your best ally in protecting your business from employment law liability. Benefit Plans Often, employees are offered access to employer benefit plans as a post-termination benefit. Sometimes they are entitled to this as part of the plan’s terms or part of an employment agreement. In any event, make sure to use a separation agreement to document what post-employment benefits a terminated employee will receive.  Non-Financial Clauses Not all parts of employee separation agreements relate to money. One important aspect of entering into an agreement with a soon-to-be-former employee is confidentiality. Reputational damage done to your business by a former employee who disparages your products or your services can cost you more money than a separation agreement ever would. Some clauses to consider include: A waiver of the employee’s right to sue the company for discrimination; A confidentiality clause ensuring that any information about the company that the employee may have gained during their tenure is kept private; A non-solicitation clause preventing the former employee from hiring other employees or taking away your clients; A non-compete clause preventing the former employee from competing with your business for a certain period of time within a certain geography; A non-disparagement clause confirming what each party can say about the other; A non-disclosure clause ensuring that the former employee will not disclose the existence of the agreement; and Other non-financial clauses that may be applicable to the particular employment situation. Remember that separation agreements are meant to protect you in more ways than one. Identify your biggest risks when considering which clauses to add. Be specific and thoughtful in your drafting. Special Requirements When Terminating Older Employees When terminating an employee that aged 40 or older, some additional steps…

breach of contract affirmative defenses

If your business has been sued for breach of contract, it is important to know how to defend yourself. You want to be prepared to raise as many legal defenses as possible. Often, it’s not enough to deny the claims against you. You will also have to raise “affirmative defenses.” These defenses justify steps taken in making and/or breaking a contract. Raise all defenses to a breach of contract claim as early as possible. Doing this in a lawsuit is an extremely important part of defending yourself. Raising all defenses early also ensures you won’t be prevented from doing so later.  At BrewerLong, our business law attorneys can help you understand how to defend your business against a breach of contract claim. We’ve prepared this guide to help you understand breach of contract defenses, including affirmative defenses that can help keep your business safe. “Both parties to a contract have obligations and duties. One party’s breach of contract may be entirely justified by the other party’s failure to perform its obligations. If you haven’t performed, you may not be able to enforce the contract.” Business Attorney, Michael Long What is a Breach of Contract Case? When someone brings a claim against you, they must be able to show all the basic elements of a breach of contract claim under Florida law. In Florida, those elements are:  A valid contract between the parties; A material breach of that contract; and Damages. Our team at BrewerLong can help assess whether these elements have been met. An experienced business lawyer can help you understand whether a claim against your business has any chance of success.  Is the Contract Valid? When preparing to defend yourself, confirm whether you have a valid contract with the other party. The other side will be required to prove the contract was valid, so be sure you understand what you signed. Florida requires the following elements for a valid contract: One party made an offer; One party accepted; Both parties gave consideration; The terms of the contract were reasonably certain (and in writing if required); Both parties had the capacity to enter into the contract; and The contract was legal. If your lawyer determines that there was no valid contract in place, this will be helpful as you defend your business. However, most cases require a detailed assessment of the facts and circumstances that went into the formation of the contract. This is why it is important to look at each element of a breach of contract case to know what all your defenses might be. Has There Been a Material Breach? Assuming you have a valid contract, a claimant must show that a contract was materially breached. The Florida courts interpret material breach to mean that one party to the contract has violated the terms of the contract very severely. In that case, the other party no longer has to uphold their end of the bargain.   It is the responsibility of the claimant to show that you didn’t fulfil your end of the contract. If someone claims you’ve breached a contract, they’ll have to show that you didn’t perform a service or deliver goods. They might have to show that you failed to pay them when they performed a service for your company. It’s a very strong defense if a claimant can’t show that the contract was materially breached. Has the Claimant Suffered Damages? Someone filing a breach of contract claim against your business must also show they suffered damages. This means that they must show they were harmed when the contract wasn’t performed. It’s the responsibility of the claimant to show that they suffered losses. For example, they might have to show the court that they had to seek a higher-priced vendor to fulfill the broken contract and therefore lost the benefit of the bargain they would have received if you had fulfilled your contract obligations. If the claimant cannot show that they suffered damages, this will also help your defense. The team at BrewerLong can help you understand the intricacies of contract claims against your business. We have successfully served the Florida business community for over a decade. Elements of Successful Affirmative Defenses If someone is able to make out a claim against your business for breach of contract, it is extremely important to raise all defenses as quickly as possible, including affirmative defenses. Defining Affirmative Defense to Breach of Contract An affirmative defense presents an alternative set of facts to a claimant’s claim against your business. If these facts are credible, they negate your potential liability. Most defenses to breach of contract claims are affirmative defenses.  What are Some Affirmative Breach of Contract Defenses? Defenses to a breach of contract claim can include any of the following: Repudiation, meaning the claimant indicated by words or actions that they were not going to perform their end of the bargain; Revocation, meaning the other person revoked the contract before it could be performed; Duress, meaning someone threatened you into making the contract; Illegality, meaning the contract is illegal in the place where it’s made, or it violates the laws of another state or country; Lack of consideration, meaning your contract fails to impose a duty on both parties to the contract; Lack of capacity, meaning the person from your business who made or signed the contract lacked the capacity to make/sign the contract; and Unconscionability, meaning that enforcing the contract is grossly unfair because the bargaining power between the parties was severely unbalanced. This is a non-exhaustive list. There are many more potential affirmative defenses that BrewerLong business law attorneys can help you explore. Our experienced team has deep knowledge of contract law defense. Trevor Brewer, Mike Long, and their team have dedicated their careers to helping business owners like you keep their businesses safe. Other Breach of Contract Defense Considerations While traditionally considered an affirmative defense to breach of contract, it’s important to note that you have the right to “argue in the alternative.” This means…

corporate maintenance

You have formed your Florida corporation and you are starting to get business growth underway. The administrative work does not end when all of the initial paperwork has been submitted and bylaws drafted.  “The officers, directors, and shareholders of a corporation are not required to know everything about corporations law, but they are expected to take steps necessary to maintain the corporation’s legal existence and good standing.” Business Attorney, Trevor Brewer What Is Corporate Maintenance? Corporate maintenance is the act of ensuring that a corporation hosts all necessary meetings, submits the proper notices, annual reports, and more to stay compliant with state regulations. There are consequences for not keeping up with the responsibilities of a Florida corporation.  Why Is Corporate Maintenance Important? Having to submit additional paperwork and hold ongoing meetings may seem trivial to your business, but it is important. Officers, directors, and shareholders may face a greater Shareholders incur a significant risk of liability when corporate maintenance is not upheld.  Though corporate maintenance is mandatory, that is not the only reason to hold shareholder meetings and record all pertinent information. For instance, Sshareholder meetings are an ideal time to discuss the business and make changes. Any changes to shareholders, dividends, finances, or anything else that a shareholder may want to revisit should be documented.  There are multiple issues that could arise if you fail to remain compliant with corporate responsibilities.  Issues with the Internal Revenue Service (IRS) As an example, corporate maintenance is important for confirming to the IRS that the corporation is a legitimate business entity, separate from its shareholders.  When the IRS performs an audit, they are looking for indications that the corporation is a real company. Indicators include corporate records, minutes of meetings, and compliance with state regulations. Without these documents, the IRS can legally find that the company does not count as a corporation. If so, there can be significant tax ramifications. One of the biggest tax changes can be that shareholders can now be held personally liable for taxes owed by the company. Instead of capital gains tax, shareholders may have to pay much higher personal income tax rates. The IRS also has the power to garnish accounts, seize assets, and place tax liens on items like homes and cars.  Dissolution of the Corporation There are a lot of benefits to incorporation. The state of Florida determines how a corporation formed in the state will act. There are a number of requirements to becoming a corporation and maintaining status as a corporation. The state has the right to administratively dissolve a corporation that fails to file its Annual Reportrevoke a corporate charter for lack of compliance. If the corporation is administratively dissolved state revokes your charter, it will lack good standing to continue the operation of its business it will be as if the corporation never existed and all shareholders become individually liable for business debts. Buyer and Merger Concerns Any serious buyer or potential merger will want to see all of your corporate records to understand the details of the business and make sure everything adds up.  If you are unable to produce records of annual reports, meeting minutes, shareholder correspondence, and other documents, it does not look good for your business. Anyone who considers purchasing your debts and assets will want to have a clear understanding of your business and what they are getting into. Lack of corporate maintenance may give the buyer bargaining power to offer a lower price or decline purchasing your business altogether.  Piercing the Corporate Veil Much like what can happen with the IRS, failure to meet all corporate requirements could cause a court to decide that you are not an actual corporation. If a judge comes to the conclusion that you may be trying to hide assets from creditors using the corporation, they can allow piercing of the corporate veil. This means that shareholders no longer have the legal protections that kept them from being sued individually for actions of the corporation.  How to Stay in Good Standing A corporation that complies with all government requirements for corporate maintenance is in “good standing.” A certificate of good standing can be obtained from the state. This document serves as legal proof that your corporation is properly registered in Florida and authorized to conduct business. To remain in good standing, a corporation must continue to provide ongoing documentation according to Florida law. Some of the things required to stay in good standing include: Annual reports;  Regular shareholder meetings;  Minutes of all meetings;  Notices of change to shareholders, registered agent, name, or official address; Financial statements; and Any amendments to the bylaws.  The most difficult aspect of corporate maintenance is often remembering everything that needs to be done. Many corporations opt to hire an attorney to be responsible for corporate maintenance and compliance. Benefits of Hiring an Attorney for Corporate Maintenance Services Your focus is on running your business. So it is very easy to lose track of the administrative work required to remain in good standing. An experienced Florida corporate attorney will understand the responsibilities of your corporation and establish a regular cadence of compliance and corporate maintenance services.  Shareholder Meetings Corporate shareholder meetings should be held at least once a year. Arranging the meeting using the proper protocol can be daunting. According to Florida Statute 607.0705(1) on corporate business meetings, notice about the meeting must be sent no more than 60 days in advance of the date, and no fewer than 10 days. The same applies to special meetings.  Recording Minutes and Storing Documents Holding a shareholder meeting is only part of the battle. To be fully compliant, the minutes of the meeting must be recorded. Minutes do not have to be submitted, but must be available upon request by shareholders or the state. Having an attorney present to record minutes and ensure that they are properly filed can prevent future complications.  Annual Reports A corporate attorney can help ensure the timely filing of mandatory documents. An…

florida wage and hour law

Florida wage and hour law refers to standards and requirements that employers must adhere to when it comes to minimum wage, overtime, and other issues related to how employees are compensated. It is important to understand Florida’s wage and hour laws to provide the best situation for your employees and remain compliant as an employer. “It is critical for employers to implement payroll policies and procedures that are compliant with federal and state wage and hour laws.” Business Attorney, Kristi Benson How Are Florida Wage and Hour Laws Regulated? The Federal Fair Labor Standards Act (FLSA) and Florida State Law provide protections for workers and guidelines for employers. The governing body depends on the law. There are three types of employees in Florida: Exempt employees,  Non-exempt employees, and  Independent contractors.  Classifications determine what kind of wage protection an employee is entitled to. Independent contractors are not considered “employees,” and therefore, they do not receive wage protections such as overtime, unless otherwise agreed in their contract with the employer. Exempt and non-exempt employees are classified by their jobs.  Generally, those who earn an hourly wage are non-exempt employees in Florida. Additionally, those who earn under $23,660 annually or $455 weekly are non-exempt. Jobs that may fall under this classification include: Inside sales workers: Non-management employees; “Blue-collar” workers; Vocational workers; and Emergency personnel such as police officers, firefighters, paramedics, and other first responders.  All non-exempt employees are entitled to minimum wage and overtime pay. Florida Overtime Laws Florida does not have its own overtime laws.  However, employers must comply with federal overtime laws found in the FLSA. Overtime is available to non-exempt employees anytime the employee works more than 40 hours in one workweek.  Overtime rate of pay is equal to or greater than one and one-half (time and a half) the employee’s regular pay rate  Minimum Wage Laws Florida’s current minimum wage is ​​$8.65 per hour. Starting in September 2021, the minimum wage will increase to $10 per hour. After this initial increase, the yearly increase will be one dollar a year through 2026. As an employer, you cannot pay employees less than minimum wage except in certain circumstances where part of an employee’s income is based on tips. When this is the case, the minimum wage requirement is $5.54 per hour and the employee must earn at least $3.02 an hour in tips.  Prevailing Wage Prevailing wage refers to the rate of pay that must be offered by contractors and vendors to their employees when conducting business with a government agency. Florida does not have a state law that governs these types of contracts. This is rarely an issue in states like Florida where the state minimum wage is higher than the national minimum wage, though the prevailing wage is not always the same as the minimum wage.  Meals and Breaks According to the Department of Labor, federal law does not require breaks, but the FLSA asserts that if breaks are less than 20 minutes long, they are considered part of the workday. Meal breaks of 30 minutes or more can be unpaid.  Some states have detailed rules regarding employee breaks and compensation, including how often breaks are required per hours worked. Some industries, such as transportation, require breaks on a certain schedule for safety reasons.  Paid Vacation Time Employers do not have to provide the benefit of vacation time to employees. Vacation time is a “perk,” not a requirement. Many private-sector employers offer paid vacation time for full-time employees. Vacation pay incentivizes employees to stay with the business and boosts morale.  Stipulations for vacation pay, such as how long you have to work for the company before receiving vacation pay, the number of days an employee can take, and how to submit a request for vacation should be understood by both the employer and employee. Employers do have the legal right to enforce a “use it or lose it” policy so that an employee cannot accrue an excess amount of vacation time. This type of policy mandates that the employee use the days by a certain date or they disappear.  Sick Leave Much like paid vacation time, sick leave is an optional perk provided by an employer. It is often in the employer’s best interest to have some sort of sick leave option for full-time employees to avoid the pressure of trying to work through an illness or having employees infect other staff members when contagious. That being said, if you are an employer who does not offer sick leave, you are still compliant with state and federal labor laws. But keep in mind that in some circumstances, an employee is federally entitled to take leave without pay to deal with a personal or family illness.   ​​Florida Holiday Pay Private-sector employers are not required to grant any holidays off with or without pay. The State of Florida officially recognizes 19 holidays, many of which are days off for those working in the public sector. Some of these holidays include: New Year’s Day, Martin Luther King Day, Presidents’ Day,  Pascua Florida Day, Independence Day,  Labor Day,  Columbus Day,  Veteran’s Day.  Thanksgiving Day, and  Christmas Day,  If you are a private-sector employer, you may not even notice that Columbus Day has come and gone, but Thanksgiving is probably more meaningful for your employees. You do not have to offer any holiday pay for these holidays, but keep staff morale in mind when making decisions about holidays.  Maternity and Paternity Leave Employers are not required to compensate employees for maternity or paternity leave. New parents who are Florida public sector employees are legally entitled to a maximum of six weeks’ leave to care for a newborn or newly adopted child. This also extends to caring for a spouse with disabilities leading up to and following childbirth. This time is unpaid unless otherwise stated in an employment agreement or employee policies. The Federal Family Medical Leave Act allows both private or public sector employees 12 weeks of unpaid leave for new parent duties….

business license florida

Do you have a great skill or a great idea, and you’re ready to start working for yourself? Starting your own business can be the answer that is financially, professionally, and personally rewarding. While coming up with a great business idea is the most important part of your new professional endeavor, you likely need a Florida business license to reap the benefits of your entrepreneurship.  “Ensuring you obtain the correct licenses for your business is key to avoiding problems in the future.” Business Attorney, Kristi Benson What Kind of Business Are You Running? Orlando, Florida, is currently one of the fastest growing large cities in the United States. This means that there is a booming population and a booming opportunity to sell your ideas, products, and services to a thriving public. You have countless options for the kind of business you can start, and your obligations for obtaining a business license in Florida depend on the kind of business you choose.  Potential Licensing Obligations Depending on the Nature of Your Business Your business might require you to have professional licensing based on your education and passage of a test, such as in cosmetology or engineering.  Your business might require licensing from the state, even if your services don’t require professional licensing. The Florida Department of Business and Professional Regulation lists 35 kinds of businesses that require licenses, and those types of businesses contain multiple subcategories with different licensing requirements.  While not exhaustive, your list of obligations to obtain a business license could include: Professional examination, Professional licensure, Proof of financial stability, Proof of insurance, Permits for product storage, Permits to sell products, Permits to operate certain work equipment, and Compliance with safety and sanitation requirements for your workspace. Before you start applying for business licenses, you should think about what kind of expertise, equipment, workspace, workforce, and inventory you need, because there might be specific licensing requirements for those different elements of your business.  Where to Find Applications for State of Florida Business Licenses The Department of Business and Professional Regulation provides a Florida business license application database covering multiple categories and subcategories of businesses.  Depending on the nature of your business, you may have to seek licensing through the Florida Department of Agriculture and Consumer Services. You can make payments for licensing through the Department of Agriculture and Consumer Services online.  You may also have to submit applications to the city and county to conduct business there. Determining how to get a business license in Florida can come with many intricate steps you do not want to take without the help of an experienced attorney.  What Type of Business Entity Do You Want to Run? After you determine what kind of business you want to run, you should know what type of entity you want your business to be. Generally, there are five types of business entities you can choose. These entities present varying levels of liability and give different options for taxation, funding, and management. The choices are: Corporation, Limited liability company (LLC), Limited partnership, General partnership, and Sole proprietorship. For many of these business entities, you must file registration paperwork with the Florida Department of Corporations and pay fees. Choosing which entity structure is best for your business can be tricky, and you should consult with a Florida business attorney to make the right choice for your needs.  Don’t Forget Your Taxes In many cases, you must have federal, state, and local tax identification numbers or accounts to run a business in Florida. Federal Taxes A federal tax identification number is also called an employer identification number (EIN), and it is necessary if your business: Pays employees; Operates as a corporation of partnership; Files tax returns for employment; Files tax returns for excise; Files tax returns for alcohol, Files tax returns for tobacco, Files tax returns for firearms; Withholds taxes on non-wage income paid to a non-resident alien; Uses a Keogh Plan (i.e. tax-deferred pension plan); or  Works with certain types of organizations.  You apply for your EIN through the IRS. State Taxes To pay state taxes associated with your business, you apply for an account with the Florida Department of Revenue. If your business is a non-profit organization, you may qualify for exemption from certain sales and use taxes.  Local Taxes You may also have to pay taxes to your city and/or county to conduct business within their jurisdictions. For example, the city of Orlando requires you to pay tax before you can operate a business within its limits. You prove your payment of Orlando’s required tax with a business tax receipt. You can apply for an Orlando business tax receipt on the City of Orlando’s website. You must pay your Orlando business tax on or before October 1 of each year.  To conduct business in Orlando, you must also have a business tax receipt for Orange County. You can contact the Orange County Tax Collector’s Office for an Orange County business tax receipt. If you conduct business outside of Orlando, check your city and county websites to determine their business requirements.  How Much Is a Business License in Florida?  Just like license requirements, the cost of a business license in Florida depends on the nature of your business and the type of business entity you choose.  What Are the Business License Fees? In some situations, fees for just your Florida business license can cost around $100, but in other situations, you may have to pay more than $1,000 annually. You should also take into account any professional classes and/or professional licensure examinations you may have to take before you can conduct business in your field. What Are the Business Registration Fees? You may also have to pay to register your business entity with the Department of Corporations. Some business registration fees include: LLC: $125 total, For-profit corporation: $70 total, Non-profit corporation: $70 total, Limited partnership: $1,000 total, and Fictitious name registration: $90 total.  You can also receive optional certificates with your registration, but they cost…

agricultural exemption florida

If you are in agriculture, the Florida Greenbelt Law gives you a tax break on your agricultural property. This incentive helps to grow your business and give back to the state’s thriving agricultural economy. If you take advantage of the agricultural exemption, Florida law can put money back in your pocket to develop your business and support your household. “This is a great tax break for agribusinesses in Florida. Be sure to check your local property appraiser’s website to see what documents they may require, as it varies across counties. The more documents you have to showcase your agricultural purpose, the better. Inform your local property appraiser of any change in use and just remember that this tax break doesn’t automatically entitle you to any other agriculture benefits at the state or federal level.” Agribusiness Attorney, Kara Groves What Is the Agricultural Exemption in Florida? The tax exemption agricultural property owners in Florida can enjoy changes the way property appraisers value an owner’s property. An agricultural classification when appraising property can lower the amount of taxes you owe on your property by lowering your property’s assessed value. Florida provides this tax incentive to protect and develop its agricultural lands.  How Does Florida Normally Value Property to Determine Property Taxes? Florida normally assesses property value by calculating the property’s market value. Market value is also known as just value. Just valuation of property under Florida law includes many factors such as:   The present cash value of the property, or the amount a willing purchaser would pay a willing seller; The highest and best use the property could achieve; The location of the property; The size of the property; The cost of the property; The condition of the property; The income derived from the property; and The net proceeds from sale of the property. The appraiser uses the assessed value to calculate your property tax liability. In many cases, the most lucrative use of Florida property is the development of residential and commercial buildings. You should not have to pay higher taxes associated with commercial and residential building development if you seek to develop natural resources on your property.  How Does Florida Value Agricultural Property to Determine Property Taxes? The Florida agricultural tax exemption assesses the value of qualifying property by the value of the property’s use. The only factors the appraiser can use to assess the value of commercial agricultural property are: The property’s quantity and size; The property’s condition; The property’s market value as agricultural land; The income the property produces; The present productivity of the land; The commercial viability of the agricultural product; and Other applicable agricultural factors reflective of standard, present agricultural practices. Florida boasts an impressive share of the United States’ agricultural economy, and you have many options for making your land eligible for an agricultural tax exemption.  How to Get an Agricultural Exemption in Florida To get an agricultural tax exemption in Florida, your land must qualify under the applicable statute, and you must submit paperwork by the appropriate deadlines. Who Is Eligible for a Greenbelt Law Exemption in Florida? You can receive a Greenbelt Law exemption if you primarily use your land for bona fide agricultural purposes. Bona fide agricultural purposes are good faith commercial agricultural uses of your land. Factors that determine whether you primarily use your land for bona fide agricultural purposes include: The length of time you have used the land for commercial agricultural purposes; The continuity of your commercial agricultural use; The purchase price paid for the land; The size of the land in relation to agricultural use; The efforts you have made to care sufficiently and adequately for the land according to commercial agricultural standards; and The terms and conditions of any leasing agreements covering the land. While this list of factors is a good starting point to determine your eligibility for an exemption, they are not one size fits all. These factors change depending on the kind of agriculture you perform on your land, and an experienced agribusiness attorney can determine what your unique agricultural business needs to qualify.  What Is the Procedure to Obtain an Agricultural Exemption in Florida? Florida agricultural exemption requirements include multiple applications you must complete and multiple deadlines you must follow. Your land must be eligible for exemption by January 1 of any year in which you plan to apply for exemption. Once your land is eligible, you have until March 1 to apply for an agricultural exemption. The appraiser may ask you for additional information to prove bona fide agricultural use before granting or denying your application. If you lease your property for agricultural purposes, the leaseholder can apply for exemption on your behalf if they include the lease and if the lease or an affidavit from you proves you authorized their actions.   Failure to apply by March 1 means you waive your right to an exemption for a year. If you can prove extenuating circumstances that prevented you from applying on time, you have 25 days after the appraiser mails their notice of property assessment to petition the appraiser for exemption. If an appraiser denies exemption because they claim you lack sufficient evidence, you have 25 days from the mailing of their property assessment notice to make a petition for exemption to the value adjustment board. You must pay $15 to petition the value adjustment board.  What Is the Procedure to Maintain an Agricultural Exemption in Florida? After the appraiser grants you an agricultural exemption, you must annually certify whether or not ownership and/or use of the land has changed. Your agricultural exemption renews on a yearly basis until ownership or use changes. On January 31 of each year, the appraiser sends you notice of your exemption and a reminder to send certification regarding ownership and use.  What If I Live on My Agricultural Property? If you have a residence on your commercial agricultural property, you can still qualify for the exemption. The appraiser excludes the portion of your property containing a…

shareholder agreements

Whether you are starting a business with a family member, a friend, or another business-minded professional, creating a shareholder agreement may help protect the future of your company by mapping out the process for resolving potential conflict and defining shareholder rights. Having a shareholder agreement in Florida could make a huge difference for dispute resolution as your business grows and adapts to market changes.  “Developing, discussing, and committing to a shareholders agreement is the first test of whether this group of individuals have what it takes to launch a successful business.”  Business Attorney, Trevor Brewer What Is a Shareholder Agreement? A shareholder agreement is essentially a contract between investors that outlines how a company should be operated. Some of the issues highlighted in shareholder agreements include the obligations of each shareholder, rules on transferring shares and rights, conflict of interest, methods for dispute resolution, management of the business, and company finances.  Shareholder Agreements in Florida There are two types of shareholder agreements recognized in Florida. One type controls voting rights and the other deals with operations. Voting Agreement According to Section 607.0731 of the Florida Statutes, voting agreements allow shareholders to form a written agreement determining how they will vote their shares. One common example is a predetermined dissolution of the corporation, which will require shareholders to vote for dissolution at that time.  Standard Shareholder Agreement General shareholder agreements provide predetermined guidelines for how the business will operate. Unlike corporate bylaws, this document should detail the relationship among owners and their rights and responsibilities as shareholders in the company.  Discussing Shareholder Agreements in Florida Before drafting a shareholder agreement, it is important to come to a consensus on what the shareholders agree to as far as the purpose and future of the business are concerned. Knowing the intention of each shareholder will help determine the language and provisions of your agreement in a way that is satisfactory to all parties. Here are some important questions to ask. What Is the Purpose of Your Business? This may seem like a very basic question, but it is relevant for understanding how shareholders view the business they are investing in. Does your business provide a service, a finished product, a raw material, or something totally different? What Is the Vision for Your Business as It Grows? Rarely do investors enter a business without understanding potential growth opportunities. Disputes may arise when shareholders do not share the same vision of the business’s future.  Do Shareholders Want to Sell or Keep the Business? Exit intent is common for investors who invest in multiple businesses. For a small family business, this may not be true. Knowing the expectations and goals of each shareholder can help guide business decisions and avoid future conflict. How to Draft a Shareholder Agreement in Florida Each shareholder agreement is unique to the specific business. Though it may seem tedious, taking into account all the potential disputes that may arise can save a lot of time and grief. These are some of the details that are important to include in your Florida shareholder agreement. Specify Responsibilities Outline how officers are appointed and terminated so that boundaries are clear. A shareholder agreement should also clarify what actions can and cannot be taken in the name of the corporation. Define officer and board members’ duties. Voting Rights Different decisions may require a different number of votes. Some decisions may be left to the sole discretion of the board of directors. These distinctions should be put into writing to avoid conflict.  Future Decisions Growth is the goal for virtually every business. Though not every growing pain can be foreseen, it’s important to outline how important decisions, such as those involving property purchases and loans, will need to be made.  Sale and Transfer of Stock Some things this section should address include: The ability of shareholders to control their investment in the company, Whether and how external people can become shareholders, and How shares may be distributed when a shareholder dies or divorces. If your business is small, sale and transfer of stock may seem unimportant, but as a business grows, it is best to have restrictions or limitations already in place. Financial Obligations Determine how much capital each shareholder is making on their initial investment and the value of in-kind commitment. This will help prevent disputes regarding shareholder expectations.  Importance of a Florida Shareholder Agreement The shareholder agreement has a direct impact on how decisions are made and how disputes are handled. It is important to cover as much information as possible. Consult an experienced business law attorney to make sure you have not excluded any important areas in the agreement.  Despite the existence of a board of directors and management team, everyone must adhere to the guidelines of the shareholder agreement. Changing the agreement typically requires a 100% vote, making it even more imperative that it is done right the first time. The team at BrewerLong specializes in business law and strives to provide clear, meaningful guidance through complex legal issues. Call or contact us today for help with your shareholder agreement. This blog post is provided on an “as is” and “as available” basis as of the date of publication. We disclaim any duty to update or correct any information contained in this blog post, including errors, even if we are notified about them. To the fullest extent permitted by law, we disclaim all representations or warranties of any kind, express or implied with respect to the information contained in this blog post, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, and timeliness. We will not be liable for damages of any kind arising from or in connection with your use of or reliance on this blog post, including, but not limited to, direct, indirect, incidental, consequential, and punitive damages. You agree to use this blog post at your own risk. Regarding your particular circumstances, we recommend that you consult your own legal counsel–hopefully…

Quantum Meruit Florida

In most cases, businesses memorialize their professional relationships with written contracts. In others, however, the parties may forego a written contract, whether for convenience or because the parties are familiar with one another. Unfortunately, even the best of business relationships can go sour, and when they do, these non-contractual agreements can leave one party in a bad position. To account for these situations, the law provides a remedy called quantum meruit. Florida business owners who conduct any transactions without a contract should familiarize themselves with this doctrine, as it may provide a much-needed remedy. “Many business disputes arise when one party takes actions to benefit the other party before they settle on a final contract. Quantum meruit helps to ensure that the acting party is treated fairly.”   Florida Business Disputes Attorney Michael Long Quantum Meruit Florida Definition Quantum meruit is a legal term that means “as much as deserved.” It is a doctrine that allows one party to recover the reasonable value of goods or services provided to someone else, even in the absence of an express written agreement. Ordinarily, the absence of a contract means neither party is bound by any promise to the other. As a result, the party receiving the goods or services technically has no obligation to make any payment. Of course, the law recognizes that this is not fair and therefore implies the existence of a contract (sometimes called a contract “implied in fact”) in certain situations to correct for this unfairness.  Quantum meruit is one example of that correction. Whether the actual contract is half-performed or never existed at all, damages in quantum meruit provide a way for a party to recover the reasonable value of goods or services provided to another party. When Does Quantum Meruit Apply? Quantum meruit applies when the parties’ conduct forms a relationship of a contractual nature. A party may have a claim for quantum meruit when A contract exists, but the parties disagree about certain essential terms (such as the price); The parties have a written contract, but it terminates before either or both parties completely perform their obligations under it; One party performs beyond the scope of the original agreement; or There is no contract at all. For example, imagine a real estate developer works with a construction contractor to build a new condo building. During the building process, the contractor makes some valuable additions to the project that were not originally in the contract. Once the project is complete, the contractor may have a claim for a quantum meruit for those valuable additions. Elements of a Quantum Meruit Claim To succeed on a claim for quantum meruit, a plaintiff must prove three elements: That the plaintiff provided a benefit to the defendant; The defendant accepted or retained that benefit; and The plaintiff reasonably expected payment from the defendant, but the defendant made no such payment. The key is that the plaintiff must have reasonably expected payment from the defendant. As an equitable remedy, quantum meruit claims are based on what is fair. If the plaintiff provided some goods or services, but realistically had no reason to believe they’d be compensated for it, then quantum meruit likely doesn’t apply. That said, like all parts of contract law, quantum meruit is dependent on the facts of each case. An Orlando contract attorney can help you if you have questions about whether you have a claim in quantum meruit. What Is the Statute of Limitations for Florida Quantum Meruit Claims? In Florida, the statute of limitations for quantum meruit is four years. The time starts running after the last element constituting the cause of action occurs. For quantum meruit claims, that means the clock begins at the time when the plaintiff expects payment but the defendant makes no payment. Is Quantum Meruit Different From Unjust Enrichment? Legally speaking, quantum meruit and unjust enrichment are separate remedies in contract law. Unjust enrichment is another type of equitable remedy that imposes a moral duty to pay. It allows a party to recover the actual value of the benefit provided in situations where no implied or actual contract exists, based on principles of fairness and justice. By contrast, quantum meruit is much more based on the fundamental aspects of contract law, since it operates by implying the existence of a contract. Do You Have a Claim for Quantum Meruit? Transacting business can be complicated, especially when one party doesn’t hold up its end of the bargain. BrewerLong provides experience legal representation to small and medium-sized Florida businesses in a variety of business law matters. If you’re facing non-payment for work you completed, contact us today online or by phone at 407-660-2964 to schedule a consultation.

Selling Business Florida

Selling a business you’ve poured your blood, sweat, and tears into can be just as exciting as starting a business. After all, it’s proof that all your hard work paid off. Or course, selling a business in Florida isn’t a decision that should be taken lightly. Considering the state of your business and what you’ll do next will better prepare you for the entire process. “Selling a business is one of the most profound actions that an entrepreneur ever takes. The process requires careful planning, hard work, and a good support team.” Business Transactions Attorney Trevor Brewer 1. Ask Yourself: Is It the Right Time to Sell? It’s easy to get caught up in the process of marketing and selling your business. Keep in mind, however, that there is a right time to sell. Market conditions, shifting consumer interests, and availability of competitors all affect whether you’re in a seller’s or buyer’s market.  As when selling a house, you should consider whether it is the right time to sell your business. Although there’s no exact way to do so, it’s often a good idea to evaluate the market conditions around the time you plan to sell; consider consulting industry experts or analysts who can give you advice. Then, before committing to a sale, ask yourself, Do I need to sell now? Or can I wait a year or more before putting my business out there? 2. Is the Buyer the Right Person for Your Company? Over time, your business becomes as much a personal endeavour as it is a professional one. This is especially true if you’ve been there since the beginning. As a result, it isn’t surprising if you’ve developed at least some emotional attachment to your business. Although it’s generally a good idea to remove emotions from the equation when it comes to selling a business in Florida, you can still consider whether you are comfortable with a potential buyer’s approach to your business. If their beliefs and goals don’t align with yours, are you still okay with the approach they might take? For example, would you care if the buyer purchases your business, guts it, and moves on? Or would you rather find someone as passionate as you are in taking your business to the next level? The answer to these questions may change during the sale process, but considering them early gives you the chance to lay out your priorities before it’s too late. 3. Have an Exit Strategy Business owners often find themselves hyper focused on building their business. Over time, doing so becomes as much a hobby as it is a job. As a result, they rarely consider how the business (or at least their involvement in it) will end. Accordingly, it is important to take some time to develop a proper exit strategy before putting your business out there. For example, you might consider Whether you want to transition to a new role within the company leadership as part of the sale; Whether you are financially prepared for a possible non-compete period after the sale; How you will manage or invest the proceeds of the sale; and Whether it is time to retire. When you’ve spent so much time growing your business, selling it can leave a hole in your daily routine. Accordingly, make sure you carefully consider how the sale will affect your life outside the business as well. 4. Take an Honest Look at the Strengths and Weaknesses of Your Business No business is perfect. Honestly evaluating where you can improve helps determine what your business is worth and whether it is time to sell. There’s no specific approach to this consideration, but looking at your business from the perspective of a potential buyer may be enlightening. Ask yourself, What does my business have to offer? For example, Do you have a strong customer base, or is much of your business concentrated in just a handful of clients? What valuable intellectual property or brand recognition do you have? How do your revenue and profit compare? If you’ve grown your business as a labor of love, then you may have some difficulty admitting its flaws. However, remember that when selling a business in Florida, buyers act based on what the business is like right now, not based on potential. If there are weaknesses, addressing them early can significantly increase the value of your business. 5. Familiarize Yourself with the Process of Selling Your Business In a perfect world, you’d have buyers lining up at your door ready to accept whatever terms you offer. In reality, the process is much more complicated than that. Depending on the nature of your business, your industry, and market conditions, simply finding a buyer may be extremely difficult. Accordingly, it’s a good idea to familiarize yourself with what selling your business in Florida actually looks like. Generally, you can expect the following steps: Find a broker: Unless you already have a willing buyer, the first step is usually to find an agent or broker who will connect you with one. Your broker should be familiar with your industry and trustworthy to act in your best interest. Appraise your business: Even before finding a broker, you need to get an appraisal of your business’s value. There are many ways to value a business, including using earnings before interest, depreciation, taxes, and amortization (EBITDA) or with the discounted cash flow method (DCF). Broker contacts potential buyers: Your broker will send an offer memorandum or “teaser” to potential buyers. This letter presents the value proposition of your business to any buyers. As a result, this letter is incredibly important and should be drafted by a professional. Buyer responds: If a buyer is interested, they will take some time to conduct due diligence to confirm that what you’ve said about your business is true. Hire an attorney: If you haven’t already, hiring an attorney will be necessary from this point on. If you try to sell your business without professional help,…

Breach of Confidentiality

Almost all businesses will involve and contain certain confidential information. Whether it is a secret recipe for your restaurant or sensitive client data, there will almost certainly be data and information that must be kept safe and classified.  Unfortunately, however, it is not uncommon for confidential information to get out one way or another. To make matters worse, workplace confidentiality violations are sometimes caused by employees who may work for that very business.  When it comes to running a business, breach of confidentiality consequences can be dire. Thus, it is important to know when these situations might arise, the potential consequences, and what you can do in the aftermath. “Employees are trusted with a great deal of very valuable information. Despite an employer’s best efforts, it’s not always possible to prevent disclosure of confidential information.”  Employment Attorney Kristi Benson When you are faced with a breach of confidentiality situation in the workplace, do not hesitate to contact BrewerLong. Our team of Florida employment lawyers specializes in helping small and medium-sized businesses get through these types of legal disputes and more. What Is a Breach of Confidentiality? A breach of confidentiality occurs when proprietary data or information about your company or your customers is disclosed to a third party without consent.  Breaches of confidentiality happen to companies each and every day throughout the nation. A breach might exist where a trade secret is shared with a competitor, an employee’s private information is disclosed, or clients suffer the consequences of careless privacy practices.  Examples of Workplace Confidentiality Violations There are a variety of scenarios in which workplace confidentiality violations may occur. Regardless of the precise circumstances leading to the violation, the fact remains that breach of confidentiality consequences can be severe.  Disclosure of Employees’ Personal Information Employees provide substantial private information during the application and hiring process for a position. Such data might include credit information, social security numbers, and education history.  Employers are prohibited from disclosing the personal information of their employees without prior authorization. Failure to keep this information confidential may constitute a breach of confidentiality.  Client Information Is Obtained by Third Parties Data breaches target businesses and individuals all over the globe. And unfortunately, such attacks have only increased with the rising popularity of social media and the internet.  Hackers use emails, text messages, and online advertisements in an attempt to gain access to private information such as social security numbers, credit card information, or account passwords. Security measures, cybersecurity training, and workplace internet use guidelines aim to prevent the missteps that can lead to a breach. Any environment, not just online, lacking proper guidelines for privacy and security is susceptible to a breach of confidential information. For example, two employees talking about confidential client information at a public place could inadvertently disclose that information to a passerby. In such a scenario, these individual employees may face breach of confidentiality consequences due to their actions. Breach of Confidentiality Consequences Often, a breach of confidentiality is the result of the actions, or failure to act, of one or more individual employees. However, this does not mean that the business as a whole will not face any consequences.  In fact, the unfortunate truth is that a breach of confidentiality by even one individual employee can result in many adverse impacts to the entire business entity. Loss of Trust  Confidentiality agreements aim to protect the secrets and operations of the parties involved in the contract. Violation of the terms often results in the deterioration of those relationships and your reputation. Employees guilty of confidentiality breaches can face long-term consequences and find themselves blacklisted in the industry.  However, it is possible that the industry could likewise lose trust in your business. A breach of confidentiality is a serious claim that has the potential to cause others to lose faith in you, your employees, and your entire operation.  Thus, always take appropriate steps to prevent workplace confidentiality violations from occurring where possible. Negative Impacts on Your Business As customers, clients, and the community lose confidence in your ability to keep information confidential, this may lead to additional negative impacts on your business as a whole. An internal breach of confidentiality can affect your business’s overall brand and reputation, both of which are crucial aspects of growing your business. As a result, your business could lose employees, future clients, branding opportunities, and more.  Ultimately, this can result in a loss of valuable revenue for your company.  Civil Lawsuits Even more concerning for many businesses is the potential for civil lawsuits arising out of a breach of confidentiality. Many victims file civil lawsuits against businesses or employees who breach their confidentiality. However, being put in the position of defending a breach of confidentiality lawsuit is never ideal for any business, whether it is a new, growing, or well-established one.  The time and expense required to defend against such an action can put your business in an extremely difficult situation. Criminal Charges In some cases, breaches of confidentiality may even carry the possibility of criminal action. Criminal charges arise only in extreme cases that resulted in significant financial, emotional, or physical loss to the victim. For example, theft of intellectual property or using confidential information for financial gain could warrant criminal punishment. In the event of criminal violations, state or federal government officials prosecute the individual responsible for the breach.  What Can My Business Do About an Employee Who Caused a Breach? If an employee is responsible for workplace confidentiality violations, you may be wondering what recourse you may have. Many companies use confidentiality agreements when hiring new employees. A confidentiality agreement typically includes an explicit clause stating that an employee who breaches the confidentiality agreement will be terminated. Employment contracts also often authorize termination for the unauthorized disclosure of confidential information. Thus, termination may be a viable option. Sometimes, however, termination of the employee may not be sufficient to repair the damage that resulted from their breach. In certain cases, employees who commit confidentiality breaches and…