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Miami Business & Commercial Law Blog

Representations, warranties and covenants in contracts

What's the difference between a representation, a warranty and a covenant in the contact you have in front of you?

Don't know? You aren't alone. A lot of people don't understand the difference -- or even think they're pretty much the same thing. However, representations, warranties and covenants have vastly different jobs in a contract -- and the remedies available to you if they are broken also differ.

Avocado lawsuit ends in apology, offers lessons for others

Avocados -- a long-overlooked fruit in American cuisine -- have skyrocketed in popularity in recent years. (Blame the Millennial obsession over avocado toast if you like, but the fruit was honestly overdue for some recognition as a source of nutrients.)

Well, Fresh Directions International, a Miami produce distributor, was sued for its alleged illegal sales of "Carlas," a particularly tasty version of the fruit. The company that sued, Agroindustria Oceana (AIOSA), claimed that they held the patent on the Carlas. They sued over the infringement of their intellectual property rights.

5 ways to resolve a construction dispute

Whether you're a contractor or a developer, construction disputes are messy -- and, quite potentially, expensive. While it's always better to avoid them, they're bound to happen if you're involved in the industry for any length of time.

So, what are your options for handling a dispute once it happens? Here are some potential solutions:

Business-to-business slander: When your reputation is on the line

In the business world, your reputation is everything. Whether you provide goods or services, you know that damage to your reputation can seriously hurt your bottom line.

However, is taking care of your customers and meeting or exceeding their expectations enough to protect you? What if another company in your industry -- a competitor, most likely -- decides to make some decidedly false claims about your business, your company's ethics, your management, or something similar? Here are some things to consider:

What are the benefits and risks of suing your landlord?

If you own a small business, you know that the rent you pay on a commercial property is significant -- which means that it's important to get what you're paying for each month.

Unfortunately, not all landlord-tenant matches are made in heaven. When something goes wrong (like incomplete repairs, an illegal eviction or the property becomes uninhabitable for some reason), commercial tenants often find themselves in the unenviable position of having to decide if they're going to simply cut their losses, "pick up shop" and move to a new location or sue their landlord.

Can you get out of a noncompete agreement?

Noncompete agreements have become par for the course in many industries as employers seek to protect their trade secrets and investments.

Naturally, employees don't love them. A noncompete agreement can seriously limit your job prospects and your career if you want to move on.

What do you do when a commercial tenant leaves property behind?

When a commercial tenant leaves under less-than-favorable circumstances (either through eviction or outright desertion in the middle of the night), a lot of their personal property can be left behind.

Even once you've legally regained possession of the building, however, you don't automatically become the legal owner of anything your tenant left behind. That may include things like supplies, office furniture, factory equipment, personal effects, records, electronics and all manner of trash.

Accounting malpractice: What every business owner should know

When people think of "malpractice," they usually think of doctors or lawyers -- but accounting malpractice can be just as problematic. For a small business, it can be utterly devastating.

As a small business owner, you probably rely on your accountant to operate with a certain level of accuracy and care. If your accountant fails to do so or breaches his or her fiduciary duty toward your company outright, you have every reason to seek compensation for your personal and business losses.

Florida small businesses targeted by aggressive ADA lawsuits

The Americans with Disabilities Act (ADA) is designed to make life easier and more equitable for people who struggle with disabling conditions of all sorts. It is not, however, meant to be a weapon that can be used to shake down small businesses for cash over minor violations.

Someone has found a method, however, of using the ADA for just that. Essentially, the system works like this:

  1. Someone is sent to a small business to look for minor issues that violate ADA regulations -- like not having the right handle on a door.
  2. Through a firm called The ADA Group that operates out of Montgomery, Alabama, that individual threatens to sue the small business over the violations.
  3. Even if the violations are fixed, the plaintiff files suit.
  4. Then, the plaintiff offers to settle the lawsuit out of court for a fixed sum -- either as a one-time payment or on a payment plan. They give the defendant business owner a short time to either pay up or proceed to court.

Construction company settles with victims of bridge collapse

One of the most horrific construction fails in recent memory involved the collapse of the Florida International University Bridge on March 15, 2018. A total of six people was killed and eight more were injured.

The construction company responsible, Magnum Construction Management, filed for bankruptcy earlier in the year but continued negotiations with the various insurance companies involved. The construction company and the insurers have agreed to a $42 million settlement that -- if approved by the bankruptcy court -- would go to compensate the injury victims and the family members of the deceased for their losses.