Most people do not start a partnership expecting to get into disputes with their partners. However, just as with other relationships, business partnerships can go sour. Partnership disputes about finances, authority, or the business’s goals can make a partnership become unworkable. In other situations, one partner’s misconduct may put the business in jeopardy. You can head off many partnership disputes before they arise with a detailed and well-drafted partnership agreement. A partnership agreement can address things like: How profits and losses will be allocated, Rules for decision-making, What each partner will contribute to the partnership, Each partner’s responsibilities and authority, How to resolve disputes, and How to divide the partnership if it dissolves. In case of a partnership dispute, the partnership agreement will govern first. If the dispute relates to matters not covered in the agreement, then the dispute will be resolved based on provisions of the Florida Revised Uniform Partnership Act. The Partnership Act also governs disputes regarding certain statutory matters that cannot be altered by a partnership agreement, such as breaches of a partner’s duty of loyalty. A business partnership attorney can help you draft a strong partnership agreement that can help you avoid many types of partnership disputes down the road. But even with a good partnership agreement in place, you may find yourself in need of a partnership dispute lawyer to resolve various issues your partnership may face. Here are five of the most common reasons you may need a partnership dispute lawyer. 1. Breach of Fiduciary Duty Business partners have fiduciary duties of loyalty and good faith that cannot be waived. These duties are outlined by the Florida Statutes and include duties: Not to compete with the partnership, Not to violate the law or engage in intentional misconduct, To account to the partnership for profits and for the use of partnership property, Not to act on behalf of adverse parties, and Not to act with gross negligence or recklessness in conducting business. If a partner breaches a fiduciary duty, you may be able to obtain an injunction or recover compensatory and even punitive damages. 2. Expulsion of a Partner Sometimes a partnership becomes unworkable because of one of the partner’s actions. In such a situation, the other partners may seek to expel the troublesome partner. Expulsion is typically governed by the partnership agreement. The partnership agreement may permit expulsion of a partner for things like: Being charged with or convicted of a crime, Filing for bankruptcy, Engaging in professional misconduct, Failing to carry out obligations under the partnership agreement, or Breaching the partnership agreement. Florida law also permits expulsion of a partner by the unanimous vote of the other partners in certain circumstances, such as where it is illegal to continue in business with that partner. Or the partners may request a court order expelling the partner for wrongful conduct. 3. Disagreement About How to Run the Business Often, as a business develops, disputes will arise among partners regarding how the business should be conducted. Common disputes include issues such as: How to use the business’s resources, Who has the authority to make decisions, Which business opportunities to take, How to use the business’s profits, and What business objectives to prioritize. If you have a well-drafted partnership agreement, most of these disputes should be avoidable. Your partnership agreement should address all of these issues. However, you may not have a partnership agreement, your agreement may be incomplete, or you may have disagreements about how your agreement should be interpreted. If this is the case, you may need to reach out to a partnership dispute lawyer to help you resolve disagreements between partners about how to run the business. This might involve negotiating a new partnership agreement or amending your current agreement. 4. Breach of Contract Partners may enter into various types of agreements to govern their business and the partners’ behavior toward the business. Some of these agreements may include a: Non-disclosure agreement, Non-compete agreement, Employment agreement, or Partnership agreement. If one of your partners has violated the terms of a partnership contract, or if you have been accused of violating a contract, a partnership dispute lawyer can help you reach a resolution. 5. Breakup of Partnership Partnerships can break up due to any number of factors. Sometimes a partnership breaks down because of disagreements and conflict. In other situations, one partner simply wishes to withdraw from the business, becomes incapable of participating, retires, or passes away. Additionally, a partnership may terminate upon the expiration of a set term or when the purpose of the partnership is completed. No matter the reason for dissolution, the process can give rise to a partnership dispute about issues like: The value of a terminating partner’s share of the business, Whether a partner has violated terms of the partnership agreement, How to divide partnership assets, How partnership debts are to be paid, and Whether other partners will be permitted to buy out a withdrawing partner. As with issues pertaining to how the business is conducted, many issues relating to partnership termination may be resolved by turning to the provisions of your partnership agreement. But if there is no partnership agreement or if the partnership agreement does not adequately address issues of termination and dissolution, some of these issues can become messy. Regardless of your situation, it is a good idea to consult with a knowledgeable business partnership attorney when dissolving a partnership to ensure that your interests are protected. Not every dispute among business must end in litigation. Most disputes can and should be resolved among the parties outside of court. Having good legal representation on both side of a business dispute is often the best way to resolve the matter quickly and without escalation. Business Disputes Attorney Michael Long How BrewerLong Can Help The skilled partnership dispute lawyers at BrewerLong have years of experience helping Florida businesses with all types of business disputes. We can also help with every other phase of your business, from formation to dissolution…
Can Two Business or Products Have the Same Name? You’ve come up with a clever name for your product or business and run a Google search on it, and there’s another product or business with the same name, or a very close one, in another state. But they haven’t registered the trademark with the U.S. Patent & Trademark Office. It may be tempting to go ahead and use the name because you like it and have become attached to it. In this scenario, you could use the name. The other company, with an unregistered trademark, only has limited rights, called “common law” trademark rights, which are not nearly as expansive as registered trademark rights. The company who first used the name and didn’t register it can only enforce its rights against others who use the name in the same geographic area where they have a certain threshold of market presence. Depending on the business model, including the extent of their online sales vs. a business that is only local (e.g. single location coffee shop), you can legally use the same name in another part of the country if they haven’t registered the trademark. But should you? Let’s look at a few possible scenarios involving the single location coffee shop: You Don’t Register the Trademark It’s been open in one location for 2 years in Virginia. They didn’t register the trademark. You’re opening a tea shop in Florida and decide to use the same name. At the moment, it’s unlikely either of you would have any cause of action against the other for trademark infringement, because unregistered trademark rights are geographically limited. A year after you open your tea shop in Florida, the Virginia coffee shop decides to start selling its ground coffee online and expanding its locations. It has a substantial number of customers in Florida, and they’ve realized they need to register the trademark. They register the trademark. Now, they have national rights to the name and can stop anyone else with a coffee shop (and probably a tea shop) from using the name, including you, because you started using the name in commerce after they did. After all the dollars you’ve invested in marketing your tea shop, you could be forced to change the name. You Register The Trademark Now let’s say you’re ahead of the game and you register the trademark for your tea shop as soon as you open for business. You now have national rights in the name . . . however, the Virginia coffee shop was using the name before you were. Even with your registered trademark, they can still use the name because they were using it first. You have trademark rights against anyone coming later in time than you, but never against anyone coming before you. And now the Virginia coffee shop wants to expand their business online and with new stores, moving into other states. If your registered trademark is less than 5 years old (meaning it is not yet eligible for incontestability), they can file a petition to cancel your trademark registration, file for registration themselves, and force you to change the name. Need Help with Trademark Registration? “No matter how much you like a particular product or business name, it’s not worth the risk of headaches and expense to use a name that’s already taken anywhere, whether they have registered the trademark or not.” According to trademark attorney, Ashley Brewer And besides, don’t you want to stand out in the market with a clever name that no one else has? Be original! It will pay off. Contact the intellectual property lawyers at BrewerLong today.
Under Florida labor laws, breaks are not required. However, most businesses recognize that breaks make employees more productive. In fact, a recent study shows that the way workers structure their day affects productivity much more than the number of hours they work. When you are building a new business, it is important to consider how you want to handle employee breaks. You can encourage appropriate breaks and set expectations by including break policies in your employee handbook. As you consider how you want to treat breaks in your company, you may benefit from the advice of an employment lawyer. The employment attorneys at BrewerLong can advise you in developing policies that make sense for your company that comply with the law. Florida Break Laws With the exception of minors, who must receive a 30-minute break every four hours, employees do not have a legal right to breaks under Florida labor laws. Lunch breaks and rest breaks can boost employee productivity, however, so many companies offer them even though they are not required. Federal Break Laws Federal labor laws also do not require employers to provide breaks. However, if employers elect to provide breaks, they must comply with certain rules. Short Breaks If your company offers short breaks of 20 minutes or less, the company must pay employees for the break time. Additionally, employers must include the time allocated for these short breaks in calculating overtime. Longer Breaks You do not need to pay employees for longer breaks over 20 minutes as long as the employee is completely relieved from duty. However, if you require an employee to complete tasks or remain available for work during their lunch break, you have to pay them. For example, if you require your receptionist to remain at their desk to greet visitors during their lunch break, you must pay them for that time. Drafting Employee Policies About Breaks When you have a business, it is important to have an established policy regarding break times. A clear, written policy will help employees know what to expect and make it easier to enforce your policies consistently. Here are a few things you might consider including in your policy: How often employees may take breaks; How long breaks will last; How breaks will be scheduled; Whom employees should notify when they go on break; Whether employees may leave the premises during breaks; and Potential discipline for violation of break policies. “Having clear, written policies—whether they are in an employee handbook or some other form—is among the best ways for businesses to avoid disputes among employees” Employment Attorney Trevor Brewer Get Advice from a Florida Employment Attorney Even though Florida labor laws don’t require breaks, it is a good idea to consider what kind of break policy you want to establish for your company. The experienced employment attorneys at BrewerLong work exclusively for employers. We provide many services to help employers anticipate and head off potential legal problems. These services include drafting company policies and procedures and employee handbooks. If you want to learn more about how we can help you craft the right policies for your company, give us a call or contact us online for a free consultation.
If you are a small business owner suing an employee or former employee, you may have struggled to find good advice on how to go about it. There are plenty of people who advocate for employees’ rights. We frequently hear about issues relating to fair wages, discrimination, harassment, working conditions, etc. And there is plenty of advice out there for employees who want to sue their employers. But employers suing employees? You may have to look harder to find the answers you need. That’s where BrewerLong comes in. We are a full-service business law firm in Orlando, Florida. We can help you with every aspect of your business, including suing an employee who is hurting it. “Businesses put a great deal of faith in their employees. In situations where an employee harms the business, there might be good reason to sue the employee for damages to the business.” Employment Attorney Michael Long So let’s talk about a few of the ways you may be able to defend your business. Breach of Contract Florida is an at-will employment state, so for the most part, your employees have no contractual obligation to you. However, there are some situations where you may enter into a written contract with an employee. This is especially common with more highly qualified employees who are more essential to your business or who may be privy to trade secrets. So can an employer sue an employee for breach of contract? Yes. If your employee breaches a contract with you, it can cause your company to suffer financial loss. When this happens, you have the right to sue. The following are several types of contracts that you might need to enforce against an employee. Non-Disclosure Agreements Employees may have access to lots of proprietary information that you would not want to share with a competitor. Non-disclosure agreements, also known as confidentiality agreements, protect your trade secrets and other confidential information. Under Florida law, non-disclosure agreements are enforceable when they reasonably protect a legitimate business interest. You may have a non-disclosure agreement aimed at protecting things like: Marketing strategies; Product prototypes and company research; or Client or customer details. If an employee breaches a non-disclosure agreement, it can have devastating consequences for your company. By suing an employee for breach of a non-disclosure agreement, you should be able to get a court order preventing further disclosures. You may also be able to recover monetary damages if your business suffered losses as a result of the employee’s actions. Non-Compete Agreements Non-compete agreements limit an employee’s ability to work in a competitive business within a certain time after leaving your company. They serve many of the same interests as non-disclosure agreements, as they prevent employees from taking your trade secrets or your client contacts to another business. Further, they may help you retain employees that you have invested in. The legal requirements of non-compete agreements are similar to non-disclosure agreements in that they must be aimed at protecting a legitimate business interest. They also must be limited in duration and scope. This means that you can only restrict the employee from working for a competitor for a limited amount of time after they leave you. Further, the restriction should be limited to the geographic area where you conduct business. If an employee breaches a non-compete, you can ask for a court order precluding them from working in violation of the agreement. Non-Solicitation Agreements Non-solicitation agreements are another form of non-compete agreement. You can use them to prevent employees from trying to steal your clients and customers. This type of agreement may also restrain an employee from trying to induce your other employees to work somewhere else. Once again, Florida law requires these agreements to serve a legitimate business interest, and they must be limited in scope and duration. If an employee breaches a non-solicitation agreement, a court can order them to stop communicating with the people they are wrongfully trying to solicit. Employment Agreement Most of the time, there is no formal contract between employers and employees. Employment is “at will,” and either the employer or the employee can terminate the employment relationship at any time. However, there are some circumstances where you may elect to enter into an employment agreement. For example, if you have an employee with a rare talent that is valuable to you, you may want to offer them additional employment security. Employment agreements may include terms such as: How the employee will be paid; How long the employment contract will last; Reasons the employee may be terminated; Notice the employee may be required to give before quitting; and The employee’s responsibilities. Employment agreements also may contain non-disclosure, non-compete, or non-solicitation clauses. If your employee has breached an employment contract—for example, by failing to fulfill their employment responsibilities—you may be able to sue for any financial loss resulting from the breach. Theft or Destruction of Company Property If an employee steals or destroys your company property, you can sue them for conversion. Conversion is a civil claim based on someone wrongfully depriving another of their property. Damages for conversion are based on the fair market value of the property taken or destroyed. Your employee could also face criminal penalties if you choose to press charges for the theft. In this case, a court may order the employee to pay restitution by compensating you for the stolen items. Defamation What can you do if an employee or former employee is telling lies about you or your business? Can an employer sue an employee for defamation? The answer is yes. Defamation occurs when someone says something false about you that damages your reputation. To prove defamation, you must show that: The statement is false, The statement is negative, The statement was shared with a third party, The employee was at least negligent as to whether the statement was true, and The statement harmed you. Truth is an absolute defense to defamation, no matter how damaging the statement is. But you…
Non-compete agreements are a great tool for businesses to protect their interests against unfair competition from former employees. After you have hired, trained, and provided employment for someone, they should not be permitted to undermine your business by using confidential information against you. Non-compete agreements can serve several functions. They can restrict current and former employees from: Working in a competitive business; Soliciting your vendors or employees; Soliciting your customers; and Sharing confidential information about your business. So are non-competes enforceable in Florida? In most circumstances, the answer is yes. Florida law recognizes the validity of a non-compete clause. Florida businesses can reach agreements with their employees limiting the employees’ ability to compete with the business for a certain period of time. “For many businesses, their most important assets are the knowledge and experience of their employees and the relationships they have formed with vendors and customers. A non-compete agreement is an important tool to safeguard a business’s investment in its employees.” Employment Lawyer Trevor Brewer However, a non-compete agreement must comply with specific requirements to be enforceable. Most notably, it must be reasonably necessary to protect a legitimate business interest. If you are considering using non-compete agreements to protect your business, it is important that you get sound legal advice from an experienced employment lawyer. The legal team at BrewerLong can help you determine how to use non-compete agreements in your business. They can assist you in drafting agreements that are enforceable and that protect your interests. Non-Compete Agreements in Florida Historically, non-compete agreements were not enforceable. Even today, some states view them as an unfair restraint on trade. These states may place extensive limitations on the enforceability of non-compete agreements or ban them altogether. However, Florida non-compete law recognizes the validity of these types of agreements. Florida Statute § 542.335 sets out the requirements for enforceability. The most recent version of this statute, enacted in 1996, is considered to be very pro-business. Reasonableness: The Touchstone of Florida’s Non-Compete Law Florida’s non-compete statute requires all non-compete agreements to be “reasonable in time, area, and line of business.” The Florida Supreme Court has emphasized the statute’s reasonableness requirement and recognized the discretion of trial courts to apply the statute in each specific situation. Keeping the overall reasonableness consideration in mind, there are a number of factors that affect the enforceability of a non-compete clause in Florida. Must Be in Writing First, a non-compete agreement in Florida must be in writing. Further, the employee must sign it. Legitimate Business Interest A non-compete agreement must protect a “legitimate business interest.” Further, the non-compete limitation used must be “reasonably necessary” to protect that legitimate business interest. The following legitimate business interests are listed in the non-compete statute: Valuable confidential information; Goodwill; Trade secrets; Substantial relationships with customers, patients, and clients; and Extraordinary or specialized training. However, courts may recognize additional interests as well. For example, referral sources have been recognized as legitimate business interests even though they are not specifically listed in the statute. If you can show that your business has a specific interest not listed in the statute, a court may enforce a non-compete agreement intended to protect that interest. Number of Employees Bound Some businesses require all employees to sign a boilerplate non-compete agreement. This is not a good idea because it could affect the enforceability of the business’s most important non-compete agreements. An employee who is tasked with building relationships with clients may be in a position to steal away clients if they leave the business. Likewise, an employee with access to the business’s confidential information or trade secrets may be able to use that information to build a competing business. But the average employee probably doesn’t have access to this kind of information. If such an employee takes a job with a competitor, it is probably not reasonably likely that their new employment will negatively impact your legitimate business interests. Thus, it is important that you tailor your non-compete agreement to the employees that will be bound by it. The agreement should explicitly identify the legitimate business interest it is aimed at protecting. Further, you should take care to identify the specific employees that are in a position to affect that legitimate business interest. Only those employees should be asked to sign a non-compete agreement. Length of Restriction A non-compete agreement in Florida must put a limit on the amount of time it will constrain an employee from competing. That time limit must be reasonable. Florida non-compete law states that for most non-compete agreements six months or less is presumed to be reasonable and two years or more is presumed to be unreasonable. If the restriction is set for some time between six months and two years, the court will have to assess reasonableness based on the specific circumstances. Geographical Area of Restriction Just as you should put reasonable time restrictions on your non-compete agreements, you should also put reasonable geographical limitations on them. Again, the restriction should be aimed at protecting your legitimate business interests. For example, if you conduct business only in the State of Florida, it would not be reasonable to restrict employees from working in another area of the country. Your non-compete agreement should be limited to the geographical area in which you actually do business or in which you reasonably expect to do business in the near future. Consistent Enforcement In addition to carefully drafting your non-compete agreements, you should take care with how you enforce them. If you let it slide when one employee violates your non-compete, you could come under scrutiny if you later try to enforce the non-compete against another employee. For example, an employee could claim that you are enforcing the non-compete for a discriminatory or retaliatory reason. Or the employee could argue that your apathy in the past means that the agreement does not really protect a legitimate business interest. Choice of Law Provisions and Out-of-State Employees Many non-compete agreements contain a choice-of-law provision that directs courts to…
If a former employee has been bad-mouthing you, you may be able to sue them for defamation of character. Florida law allows people to share their opinions or make critical statements. But it also protects people from lies that can damage their reputations or careers. If you believe you have a claim against a former employee for defamation, a business lawyer in Florida can help you protect your professional reputation. “Social media makes it easier than ever for a disgruntled former employee to try to get back at his or her employer. Employers may need to react quickly to protect their reputation online.” Business Lawyer Michael Long What Is Defamation of Character in Florida? Defamation is when one person says something false about another person that hurts their reputation. Defamation can either be in writing (libel) or spoken (slander). How Does the First Amendment Affect a Defamation Claim? The First Amendment to the United States Constitution protects an individual’s right to speak freely. Generally, people expect to be able to say what they like without fear of government interference. This includes the right to share one’s opinion and to make critical statements that are true or that one reasonably believes to be true. But the First Amendment right to free speech is limited when it butts up against other important rights. In the case of defamation, one person’s right to free speech interferes with another’s right to protect their good name. For this reason, defamation is not protected speech. How Is Defamation of Character Proven in Florida? If a former employee slanders you, it can cause serious damage to your business and reputation. To prove defamation, you must establish each of the following elements. 1. Statement Must Be False First, you must show that the statement is false. Truth is an absolute defense to defamation. No matter how damaging a statement is, you can’t stop a person from saying something that is true. 2. Statement Must Be Defamatory The statement also must be defamatory. In other words, it must say something negative about you. 3. Statement Must Be Communicated to a Third Party Next, you must show that the statement was shared with a third party. If an employee came into your office and falsely accused you of doing something wrong, but did not share the accusation with anyone else, the statement is not actionable. Similarly, if the employee wrote down something false about you but did not share it with anyone, you could not establish defamation. 4. The Person Must Have Been at Least Negligent as to Whether the Statement Was False It is possible for someone to spread a false statement believing it to be true. Florida law will not hold someone responsible for defamation if they made an honest mistake. However, if the person was negligent in their efforts to verify the statement’s truthfulness, then they may still be held liable for defamation. For example, if the employee was repeating information they heard from someone they know holds a grudge against you, they may be negligent for not investigating the information further before sharing it with others. 5. The Statement Must Cause Harm Finally, you must show that you suffered damage as a result of the defamation. Damage may be financial, such as losses to your business resulting from the defamation. They may also be emotional or social. Examples could include suffering unusual amounts of stress following the statement or a friend cutting ties with you because they believed the false statement. What If a Former Employee Slanders My Business? Another option you may be able to pursue based on a former employee’s slander is a claim for business disparagement. Business disparagement or commercial disparagement occurs when someone makes defamatory statements about your business for the purpose of damaging the business. To prove business disparagement, you have to establish that: The statement was false; The person making the statement either intended to or reasonably believed the statement would cause the business financial loss; The person either knew the statement was false or acted in reckless disregard of the truth or falsity of the statement; and The business suffered financial loss. A business disparagement claim requires different proof than a defamation claim. An experienced business attorney can help you determine which cause of action fits your particular circumstances. Contact a Florida Business Attorney You do not have to stand still and suffer defamation of your character. Florida law gives you options for protecting your reputation and your business from false and disparaging comments made by former employees. The experienced business attorneys at BrewerLong are here to help keep your business strong. Give us a call or contact us online to see how we can help you put a stop to slander by a former employee.
A contract for equity provides a powerful path to business success while preserving cash assets. Sometimes called an employee equity agreement, these contracts allow you to compensate employees—all or in part—by conveying an equity share in your business. Your company can put its cash to work in other ways while equity employees work harder to ensure company success. A business employment lawyer can discuss the best way to use contracts for equity to help grow your business. What Is a Contract for Equity in a Business? A contract for equity is a type of employment agreement that allows employees to earn a share of ownership in your company. Typically, employers use equity agreements in addition to traditional compensation. Equity stake employees will earn a portion of their compensation through a salary or hourly wage. Workers will earn the balance of their compensation through an incremental stake of company ownership. Although you can explore the potential of paying employees purely in equity, most will require some financial compensation as well. You can also use an equity-for-services agreement with independent contractors. However, many businesses prefer to apply this useful tool for their own in-house employees. How Can You Use an Employee Equity Agreement to Grow Your Business? Small businesses and start-ups rarely have an excess of cash at their disposal. Consequently, you might lack the financial resources to hire and retain top talent. If you have a lucrative concept and a persuasive pitch, you can use these assets to lure in the employees you need for success. When savvy employees recognize the potential you have to offer, they will be eager to grab a ground-floor stake. Another key advantage of using equity compensation agreements is the engagement these arrangements generate. When you bring someone on board in exchange for a share of the company, that employee essentially becomes an owner. With an ownership interest, employees understand they’re working for the success of their own future. You can’t generate this level of engagement with traditional salaried or hourly employment arrangements. Why Potential Employees Will Value a Contract for Equity in a Company Today’s employees recognize the value they can contribute to their employer. At the same time, they can feel resentment when their hard work goes exclusively to the benefit of someone else. One of the most talented and fastest-growing segments of today’s workforce are millennials. This demographic grew up on success stories like Mark Zuckerberg and Facebook. Facebook used contracts for equity in the early stages of its start-up. After Facebook’s IPO, those ground-floor employees enjoyed the fruits of their labor and a very valuable ownership interest. Business owners can use contracts for equity to court their industry’s top talent for positions throughout the company. In the case of Facebook and Google, company founders brought in executives and high-level managers they couldn’t otherwise afford, using equity as compensation. What Forms of Equity Can You Offer Potential Employees? Your business structure will dictate the details of your employee equity compensation agreement. The most common forms of equity you can offer potential employees include: Granted shares of stock, Stock options, and Stock warrants. Structuring your equity offering requires careful consideration. You must carefully oversee the administration of your program also. As employees become vested over time, both you and the employee must file various tax documents. You and your employees could also incur unexpected costs. Talk to an attorney who has experience in these matters to ensure everyone clearly understands the program. Setting expectations in advance will help ensure smooth sailing as your company begins to grow and expand. How a Business Lawyer Can Help with Your Equity Compensation Agreement Using equity as compensation offers a variety of compelling benefits for business owners. Unless you take great care in structuring these agreements, however, you could encounter costly legal hassles. Drafting a contract for equity in a company requires advanced legal expertise in areas that include: Employment laws and regulations, Taxation laws, and Securities laws. Your attorney will also assist you in determining the appropriate value of equity to offer each level of employee. This calculation is based on the potential value the employee contributes to the business. For elite talent, you might want to offer a larger percentage stake, to provide the best possible incentive. Equity compensation arrangements are a great way to incentivize and engage talented employees, but they have to be very well designed and managed. There are a lot of hidden traps, like imputed taxable wages, that require experienced handling. Florida Business Attorney Trevor Brewer Contact a Florida Contract for Equity Lawyer Today Brewer Long provides comprehensive legal services to small- and medium-sized businesses in Florida. We have deep experience in the areas of business including employment law for employers. We understand the struggles that small companies and start-ups face in today’s competitive marketplace. We can help you craft strategies that minimize your liability while helping grow your company. To learn more about using contracts for equity with your employees, contact us today
In Florida, an employee handbook lawyer can help you avoid costly legal battles with current and former employees. An effective policy manual defines your expectations and communicates what your employees can expect from you in return. When used correctly, your handbook provides managers and supervisors with the tools they need to do their jobs. Finally, should you find yourself in court, an effectively written handbook proves you took reasonable care to be a legally compliant company. To provide an adequate defense against typical employee claims about unpaid wages, overtime, personal leave, and workplace harassment, for example, every Florida business should have an employee handbook that is professionally prepared. Employer Defense Attorney Michael Long The best way to ensure your company manual provides maximum protection is to seek help from a Florida employer lawyer. Why Should You Have a Lawyer Help with Your Employee Handbook? Employment law is highly complex. Laws and regulations constantly change. In turn, your employment and human resources practices must adapt to remain compliant. Unless you have an employment law expert on staff, keeping up with these constant changes poses a problem. If you violate the law or any of the governing regulations, you could face lawsuits, fines, and other potentially harsh penalties. To ensure the legal and ethical standards of your HR practices and employee handbook, Florida legal experts recommend seeking the help of an experienced business employment attorney. Why Do You Need an Employee Handbook? Your employee handbook communicates critical information to your staff members. You can use this invaluable human resources tool to share your company values. This manual informs employees what you expect from them and what they can expect while in your employ. Your handbook might convey critical information such as: How employees are to report workplace violations, such as harassment; Your hiring, termination, and performance review policies; An explanation of your benefits packages; Where employees can go for help when they don’t feel safe; Your policies regarding substance use and testing; and The penalties for failing to meet expected standards. From a legal perspective, this manual allows you to provide every employee with the same information, communicated in the same manner. Your handbook provides an effective means for ensuring compliance. Can a Florida Employee Handbook Help You Avoid Employee Lawsuits? When used correctly, your employee manual can minimize your risk of costly legal troubles. You cannot prevent disgruntled current or former employees from suing you. However, a well-written employee handbook will improve your chances of prevailing in court. This manual can also, in many cases, discourage employees from pursuing legal action against you. A strong handbook demonstrates that you implement and enforce effective employment policies and practices. The manual’s presence shows that you took reasonable care to uphold your legal obligations as an employer. Your handbook also proves that you expressly communicated your policies and practices to every employee. Our employee handbook lawyers can assist you with implementing new hire practices. For example, new employees should provide written acknowledgment of having received their handbook. More important, new employees should acknowledge that they both read and understood the information in their manual. What If You Already Have an Employee Handbook? If you already have an employee handbook, that’s excellent news. But consider these questions. When was your handbook last updated? How closely do you follow your handbook’s policies? How do you monitor and enforce your handbook’s policies? What role does your handbook play in your human resources management? Employment law changes constantly. Unless you stay up to date on the newest developments, your handbook is likely out of date, at best. At worst, your policies could violate employment laws and regulations. Having an employee handbook attorney review your policies will ensure your compliance. Your lawyer can recommend potential updates and improvements to minimize your liability and risk. Periodic reviews and updates will keep your manual and policies accurate and legally compliant. How you use and enforce your company’s employment policies can also affect your risk of being sued. Implementing legally sound policies is critical. However, unless you enforce them strictly and equally for all employees, they won’t serve you effectively. An employment lawyer for employers can review your HR procedures and suggest ways to improve your practices. Contact a Florida Employee Handbook Lawyer The employment attorneys at BrewerLong understand the importance of keeping your business compliant with all applicable laws and regulations. We work closely with you, sharing our experience and knowledge to make your company better. Although we specialize in helping small- to medium-sized businesses, we can assist any Florida business with employment and human resources matters. If you would like to speak with an experienced Florida employee handbook lawyer, contact our office now for assistance.
Are you thinking of starting a joint venture in Florida? If you are considering a specific business opportunity with another person, a joint venture may be the best fit for you. A joint venture is any kind of business partnership formed between two or more individuals. These business partnerships are memorialized in a Joint Venture Agreement. People can form joint ventures for long-term business purposes, like launching an ongoing marketing campaign together. They can also form joint ventures for short-term projects, like putting on one specific event together. The great benefit of a joint venture is its flexibility. It is well suited to situations that are more complicated than simple sale-and-purchase transactions. Business Organizations Attorney Trevor Brewer In a Joint Venture Agreement in Florida, the parties can outline the terms of their relationship. There are several important terms to include in a Joint Venture Agreement. Key Provisions In A Joint Venture Agreement The following key provisions must be included in a Joint Venture Agreement for both parties to protect themselves. The Parties’ Contributions. Among the most important elements of a Joint Venture Agreement are the parties’ specific contributions. In other words, what is each party bringing to the joint venture? Here, you can discuss both monetary contributions and work contributions. The Joint Venture’s Purpose. Why are the parties entering into their joint venture? Although it may seem basic, outlining the purpose of the joint venture in Florida is extremely important so that each party is on the same page. The Term. How long will the joint venture last? Is there a set end date? Are there deadlines that the parties need to meet in the middle? These are all important questions to answer in your Joint Venture Agreement in Florida. The Profit/Loss Split. Will the parties split the profits and losses 50/50? Or will they earn money and split loss based on their contributions? Set this out clearly to avoid disputes down the line. Intellectual Property Ownership. Who owns the intellectual property associated with the joint venture? If both parties do, will there be rules on who can use what? Will the trademarks and copyrights be registered federally? Depending on the particular joint venture, the intellectual property can be the most valuable part. It’s important to answer these questions before the joint venture gets started. How to Handle Someone Leaving. What if someone wants to terminate the parties’ agreement before the purpose of the joint venture is complete? How will you handle that, and what will happen to the joint venture? Include the answers to these questions in the text of the document to handle this unexpected situation. Dispute Resolution. If the parties find themselves in a disagreement that they can’t work around, what will they do? Will they mediate or terminate their agreement? Disputes between the parties will happen in a joint venture, so it’s important to work out how to handle them early on. Along with including all of these terms, it is also important to customize your Joint Venture Agreement. In other words, it’s not a good idea to simply pull a template document online and try to figure it out yourself. It’s much better to contact an experienced business law attorney to help you draft your Joint Venture Agreement. Duties The Parties Owe Each Other In a joint venture, the parties owe each other specific duties. They include: The duty of loyalty, The duty of good faith, and The duty of fairness and honesty. These duties are relatively straightforward. The joint venturers must act with loyalty towards each other, act in the best interest of the joint venture, and act with fairness and honesty. Contact an Experienced Business Law Attorney in Florida If you’re ready to enter into a joint venture in Florida, contact an experienced business law attorney. At BrewerLong, we’ve helped many clients draft comprehensive and binding joint venture agreements. Get in touch with us today.
In a promissory estoppel situation, there are two parties who essentially acted as though there was a contract. These situations arise more frequently than you would think according to Business Disputes Attorney Michael Long. It happens all the time, where one or both parties act like a contract is done and settled before it actually is. In those cases promissory estoppel might be the best legal cause of action for a damaged party. Business Disputes Attorney Michael Long Usually, one party is claiming the other party made them a promise and then did not deliver on that promise. Promissory estoppel in Florida is a claim that someone can bring when there are no contract claims available. These types of claims are also known as “detrimental reliance” claims. In practice, the party seeking relief will bring a promissory estoppel claim because the court has already determined that there are no contract claims available. In other words, the situation is such that the parties have not formed a viable contract. Promissory estoppel is technically an exception to contract law. There may be good public policy arguments for this type of claim. After all, parties make promises to each other in the real world all the time without fully formed contracts. If one of the parties acted based on something they expected the other party to do, they might be in a tough situation through no fault of their own. Elements of Promissory Estoppel in Florida There are three specific elements of promissory estoppel in Florida: The defendant promised the plaintiff something and should have expected the plaintiff to act or not act based on that promise (called “affirmative representation”); The plaintiff actually relied on the defendant’s promise and did or didn’t do something (called “detrimental reliance”); and Enforcing the promise is necessary to avoid injustice to the plaintiff. If a plaintiff is able to show these elements to a court of law, they may be successful on their promissory estoppel claim. Damages Available for Promissory Estoppel in Florida Usually, in a promissory estoppel case, the court will award the plaintiff reliance damages instead of expectation damages. Expectation damages are those that put the plaintiff in the position they would have been in if the defendant had completed their promise. For example, imagine the defendant offered the plaintiff a job. The plaintiff then moved to a new state in reliance on that job. Expectation damages might include the salary the plaintiff would have received. Reliance damages, in contrast, are those that put the plaintiff back in the position they were in before they relied on the promise. In the example above, reliance damages would mean, perhaps, the moving expenses that the plaintiff incurred, but not the salary they were expecting. Courts mostly award reliance damages for promissory estoppel cases. Defenses to Promissory Estoppel The defendant may have several options available to them in a promissory estoppel lawsuit. They may argue that there was an actual contract between the parties. If a contract does exist, then a promissory estoppel claim cannot go forward. They may also argue that they did not clearly make an affirmative representation to the plaintiff. The defendant could also say that there is no detrimental reliance. Finally, the defendant could argue that there is no injustice, even if they didn’t keep their promise. Contact an Experienced Contract Attorney in Florida If you have relied on someone’s false promises, it’s important that you contact a knowledgeable contract attorney. The attorneys at BrewerLong have years of experience in contract law. You will receive professional service and personal attention to help you navigate your promissory estoppel claim. Get in touch with us today.