The Mavrick Law Firm’s Fort Lauderdale business litigation attorneys have extensive experience in representing businesses with their contract claims, non-competition covenant claims, lawsuits alleging theft of trade secrets, claims alleging breach of non-competition covenants, and claims alleging interference with business relationships and contracts. Mr. Mavrick also has successfully litigated claims alleging trade secret violations, fraud, violation of Florida’s Deceptive and Unfair Trade Practices Act, alleged violations of employee duty of loyalty, and under the Uniform Commercial Code. Mr. Mavrick has successfully collected judgments, including use of post-judgment garnishment procedures. He has negotiated successful resolutions and settlements of numerous lawsuits and threatened lawsuits.Breach of Contract Litigation
The most common business litigation claims are for some form of breach of contract, including bilateral or multilateral express contracts, implied in fact or law contracts, and unilateral contracts. The Fort Lauderdale business litigation attorneys at the Mavrick Law Firm represent clients in complex breach of contract cases that sometimes involve multiple parties and multiple related contracts and modifications or alleged modifications to these contracts. Successful representation of clients in complex breach of contract litigation, as with any litigation, requires careful thought and preparation. Contracts must be reviewed in detail with related documents, such as emails and other written correspondence, sworn testimony, and other documents such as loan applications and income tax returns.
Mr. Mavrick has obtained excellent results on behalf of his clients in breach of contract litigation through a careful case strategy and analysis. In a recent case, Mr. Mavrick defended a Florida corporation that was sued in federal court in Miami, Florida for violation of Florida trade secret law. Mr. Mavrick successfully argued to the federal court that the plaintiff’s parent corporation had agreed in a written contract that any such litigation would occur in England and that no Florida law would apply to the case, and instead the law of England would apply. The plaintiff tried evade the contract by arguing that it was not an actual party or signatory to the contract, and therefore the litigation should proceed in the Miami federal court and be governed by Florida trade secret law. Mr. Mavrick proved to the court that although the plaintiff was not a signatory to the contract, it was a third-party beneficiary to the contract and was therefore bound by the contract’s terms. This included the choice of law and forum clauses requiring the case be dismissed and filed in the United Kingdom. “In order to bind a non-party to a forum selection clause, the party must be ‘closely related’ to the dispute such that it becomes ‘foreseeable’ that it will be bound.” Hugel v. Corp. of Lloyds, 999 F.2d 206, 209 (7th Cir. 1993). Third-party beneficiary status satisfies the foreseeability and closely related requirements. Lipcon v. Underwriters at Lloyd’s London, 148 F.3d 1285, 1299 (11th Cir. 1998) (citing Hugel, 999 F.2d at 209-10 n.7). The Mavrick Law Firm’s Fort Lauderdale business litigation attorneys proved that plaintiff’s status as being 100% owned by its parent who signed the contract also satisfies the foreseeability and closely related requirements. Mr. Mavrick persuasively argued to the federal Judge that courts have generally held that a forum-selection clause applies to tort and other non-contract claims that require interpretation of the contract or otherwise implicate the contract’s terms. See, e.g., Omron Healthcare, Inc. v. Maclaren Exports, Ltd., 28 F.3d 600, 601-03 (7th Cir. 1994) (holding that forum-selection clause governed trademark-infringement claim where resolution of dispute depended upon interpretation of the contract); Crescent Int’l, Inc. v. Avatar Communities, Inc., 857 F.2d 943, 944-45 (3d Cir. 1988) (holding that forum-selection clause applied to RICO, fraud, unfair-competition, and tortious interference claims because they implicated the terms of the agreement); Bense v. Interstate Battery Sys. of Am., Inc., 683 F.2d 718, 720-21 (2d Cir. 1982) (applying forum-selection clause to antitrust claim).
As a last-ditch effort, the plaintiff tried to argue that the forum selection and choice of law clauses did not apply because the contract had ended and did not survive termination of the contract. However, Mr. Mavrick persuaded the court that federal case law interprets contractual provisions that are structural, such as choice of law and forum, as surviving termination of the contract. Goshawk Dedicated v. Portsmouth Settlement Co. I, 466 F. Supp.2d 1293, 1300 (N.D. Ga. 2006) (“it is well settled that an arbitration clause may be enforced after the termination of a contract … As the Supreme Court has reasoned, an arbitration provision may survive the termination of a contract because it is a ‘structural provision’ that relates to remedies and dispute resolution”); NeoMedia Techs., Inc. v. ScanBuy, Inc. 2014 U.S. Dist. LEXIS 189225, *10 (N.D. Ga. 2014) (holding that the forum selection clause remained in force after termination of the contract, even though it was not referenced in the contract’s “survival” clause, because “courts construe survival clauses as pertaining only to performance obligations … rather than settlement of disputes” and “[t]he forum selection clause is clearly a structural provision addressed to the settlement of disputes”). The Eleventh Circuit Court of Appeals in Silverpop Sys. v. Leading Mkt. Techs., Inc. 641 Fed. Appx. 849, 858 (11th Cir. 2016), approved this reasoning and held that “structural provisions (such as the choice of law provision) remain unaffected by the termination of the agreement, and apply uniformly regardless of whether the agreement is in force or has been terminated.” The federal court dismissed the plaintiff’s case with prejudice and the plaintiff took nothing from Mr. Mavrick’s client.Corporate Litigation
The Mavrick Law Firm’s Fort Lauderdale business litigation attorneys have successfully represented corporations in litigation that specifically implicates corporate law. These cases include “derivative” litigation and corporate director disputes.
In one recent case, Mr. Mavrick successfully defended a Florida corporation and its corporate officer who were sued in derivative lawsuit for alleged misuse of corporate funds, resulting in dismissal with prejudice and no liability or payment to the plaintiff. The plaintiff was trying to hold a corporate officer liable for alleged misdeeds that occurred years earlier, even though the corporation had already been dissolved. Mr. Mavrick persuasively argued to the court that there was no timely demand made to the corporation’s board of directors. Under Florida law, if no demand has been made to the corporation’s board of directors before filing the lawsuit regarding the basis of the lawsuit, a derivative action cannot be brought. Section 607.07401(2), Fla. Stat. (2016), requires pre-suit demand: a complaint “must . . . allege with particularity the demand made to obtain action by the board of directors.” The plaintiff tried to argue that it was “futile” to make such a demand, but Mr. Mavrick persuasively argued that there was no “futility” exception to the demand requirement under Florida’s derivative statute. Demand must be made even if it appears that doing so would be futile. In 1990, all Florida statutory exceptions to the demand requirement were removed from the statute. Mr. Mavrick demonstrated to the court that Florida case law interpreting the post-1990 version of the statute requires demand as a prerequisite to filing a derivative lawsuit. Ferola v. Blue Reef Holding Corp., 719 So. 2d 389, 390 (Fla. 4th DCA 1998) (citing Fla. Stat. § 607.07401(2) (1997)) (“A derivative action . . . requires service of a demand to take action on the board of directors”). Mr. Mavrick also demonstrated to the court that federal case law generally agrees that demand is a prerequisite to filing suit and that there is no futility exception. See, e.g., In re Ferro Corp. Derivative Litig., 1:04CV1626, 2006 WL 2038659 at *8 (N.D. Ohio Mar. 21, 2006), aff’d, 511 F.3d 611 (6th Cir. 2008) (citing Fla. Stat. § 607.07401(2) (2005)) (“Florida has since adopted a universal demand requirement, which abolished the demand futility exception altogether”); Kamen v. Kemper Fin. Servs., 500 U.S. 90, 102 n.7 (1991) (citing Fla. Stat. § 607.07401(2) (1991)) (referring to Florida as having adopted a “universal-demand rule”). Ultimately, the plaintiff took nothing from Mr. Mavrick’s client and the case was dismissed with prejudice.
In another case, the Fort Lauderdale business litigation attorneys at the Mavrick Law Firm obtained an excellent result and dismissal of the case when a former corporate director sued the company for director’s fees. Mr. Mavrick persuasively argued to the court that his corporate client’s actions were within its corporate powers since, under Florida Statutes § 607.302, the company has the general power to elect directors and fix their compensation. The plaintiff’s claim for compensation was meritless because it was not authorized by the corporation’s Board of Directors and therefore nothing was owed to the plaintiff. In addition, Mr. Mavrick persuasively argued that any such claim for compensation was barred by the doctrine of ultra vires because nobody in the corporation had the authority to agree to such director compensation outside of the Board of Directors. Finally, Mr. Mavrick persuasively argued that the plaintiff acted inequitably and without clean hands because the plaintiff knew he was to receive no compensation as a director and this was specifically discussed among the directors, barring his claim.Defending Cases Where Fraud Is Alleged
Mr. Mavrick has successfully defended claims of fraud at the motion to dismiss, summary judgment, and trial stages.Defending Claims Asserting Deceptive Practices
Florida plaintiffs frequently sue corporations claiming violation of Florida’s Deceptive and Unfair Trade Practices Act. Plaintiffs often do so as a way around the difficulties in asserting claims for fraud. The Mavrick Law Firm has successfully defended against such lawsuits, including use of dispositive motions to defeat the claims.How Business Litigation Cases Are Handled
Mr. Mavrick meets with and listens to the client to meet the client’s needs. Business litigation generally requires careful review of key documents, determination of what other documents and witnesses are needed for the case, and an understanding of the law involved. For example, in a recent defense of a South Florida company, Mr. Mavrick met with the client and evaluated critical internal documents proving the invalidity of the vast majority of the plaintiff’s claim. With that evidence, Mr. Mavrick showed the plaintiff’s attorney that his case largely lacked merit. The case thereafter settled for a small fraction of what was demanded. It is important to understand that every case is unique, and the results in one case do not necessarily mean that the same results can be achieved in every case.
For 25 years, Mr. Mavrick has successfully represented clients in business litigation and has substantial trial and arbitration experience, obtaining favorable jury trial, bench trial, and arbitration verdicts. Mr. Mavrick has the highest peer-review rating from Martindale-Hubbell, of AV. He also has a rating of 10 out of 10 from lawyer rating service AVVO. Mr. Mavrick graduated with honors from Harvard Law School in 1992. He was awarded entry to Phi Beta Kappa.
The following are business litigation articles prepared by Peter Mavrick:
- Unlicensed Contractors Cannot Enforce Construction Contracts But Could Be Liable Under Those Contracts
- Franchisor’s Liability for Franchisee Actions
- Contract Provisions for Attorney’s Fees: Florida’s Reciprocity Law and the American Rule
- Arbitration Agreements and the FLSA: The Effect of Fee-Splitting and Fee-Shifting Provisions
- Successfully Using Business Records at Trial
- Personal Liability for a Corporation’s Obligations Under Florida Law: “Piercing the Corporate Veil”
- Breach of Business Contract Claims & Commonly Raised Defenses
- What Constitutes a Breach of Warranty?
- Legal Issues Involving Shareholder Disputes