Articles Posted in Business Law

The acts of an agent are imputed to the agent’s principal so long as the agent acted within the scope of his or her authority. The scope of that authority is often derived from actual or apparent authority provided by the principal. Taco Bell of Cal. v. Zappone, 324 So. 2d 121 (Fla. 2d CA…

Most trade secret statutes provide the owner of a trade secret with an injunction remedy prohibiting another from disclosing the owner’s trade secret. Florida’s trade secret statute expressly provides that an injunction is permissible when disclosure is actual or threatened. Fla. Stat. § 688.003. (“Actual or threatened misappropriation may be enjoined.”). However, some courts have…

A corporate shareholder has special rights that non-shareholders do not have. Shareholders can vote at annual meetings and may be eligible for dividends. Shareholders can also demand to inspect the company’s book and records under certain conditions. Florida, like most states, enacted a statue expressly authorizing the inspection and copying. Fla. Stat. § 607.1602.  However,…

Establishing the existence of a legitimate business interest is the foundation to enforcing a restrictive covenant like a non-competition agreement. Fla. Stat. § 542.335 (“The person seeking enforcement of a restrictive covenant shall plead and prove the existence of one or more legitimate business interests justifying the restrictive covenant.”). The law imposes a burden to…

It may be prudent to include a jury trial waiver in some business contracts. Contractual jury trial waivers are enforceable in Florida. Amquip Crane Rental, LLC v. Vercon Constr. Mgmt., Inc., 60 So. 3d 536 (Fla. 4th DCA 2011) (stating a party “may waive its right to a jury trial if the waiver was entered…

Customer lists can be trade secrets. However, customer lists are not always trade secret. “To qualify as a trade secret, there must be evidence that a customer list was the product of great expense and effort, that it included information that was confidential and not available from public sources, and that it was distilled from…

The statute of limitations proscribes the maximum time a litigant can initiate a legal proceeding after the occurrence of an event triggering the litigant’s claim. The limitations period varies depending on the claim type. The statute of limitations for a breach of a written contract is five years whereas the statute of limitations for a…

A litigant seeking to obtain an injunction usually has to prove it was irreparably harmed to obtain an injunction. Hollywood Towers Condo. Ass’n, Inc. v. Hampton, 40 So. 3d 784 (Fla. 4th DCA 2010) (“To obtain a permanent injunction, the petitioner must establish a clear legal right, an inadequate remedy at law and that irreparable…

The proponent of a trade secret must prove the information was “the subject of efforts that are reasonable under the circumstances to maintain its secrecy.” Fla. Stat. § 688.02. Simply instructing another not to divulge the information is probably insufficient. Glob. Marine Expl., Inc. v. Republic of France, 696 F. Supp. 3d 1131 (N.D. Fla.…

An anticipatory breach (also known as anticipatory repudiation) of a contract occurs when a party, by words or actions, repudiates a contract prior to the time of performance. Under Florida law, anticipatory breach can be asserted as a cause of action for damages, or as a defense to a breach of contract claim. The pivotal…