An important consideration when buying a business, whether via a stock purchase agreement or an asset purchase agreement, is whether the seller will take the sale proceeds and start a new, competing business. Typically, the seller would have a competitive advantage in competition with the new buyer of the business,…
Corporations typically rely on employees to handle and safeguard confidential business information, including trade secrets. Under Florida law, a business can seek protection contractually, most often a non-compete agreement, to restrict an employee or former employee from competing by joining a competitor’s business, starting a competing business, or facilitating competition…
A fundamental tenet of corporate law is that corporations exist to limit liability of their shareholders, thereby encouraging investment and free enterprise. Sometimes, however, the corporate form is used as an instrument of fraud or other improper purpose. In such situations, parties sometimes seek to “pierce the corporate veil,” going…
The Uniform Fraudulent Transfer Act, Chapter 26, Florida Statutes, sets forth remedies for a plaintiff to recover transfers determined to be fraudulent, as that term is defined by statute. Section 726.108(1)(c)(3), Florida Statutes, states that a movant may, in addition to remedies specifically enumerated, be entitled to pay “[a]ny other…
To prove a claim under the Florida Uniform Trade Secrets, the plaintiff “must demonstrate that (1) it possessed a trade secret and (2) the secret was misappropriated.” Yellowfin Yachts, Inc. v. Barker Boatworks, LLC, 898 F.3d 1279 (11th Cir. 2018). Florida law defines a trade secret (at Florida Statutes §…
Under Florida law, non-compete agreements between employers and employees are allowed when they comply with the requirements of Florida’s restrictive covenant statute, Section 542.335, Florida Statutes. For years, Florida law has allowed non-compete agreements to protect apparent “legitimate business interests” referenced in Section 542.335(1)(b), such as, for example, protecting an…
The Internet allows a free flow of information that sometimes is defamatory and with intent to harm persons and businesses. Sometimes the party posting defamatory content is located in a state or place outside Florida, but a Florida person or business suffers harm in Florida. Florida businesses have sometimes sued…
Where a plaintiff considers a lawsuit against a corporation for breach of contract, an important strategic consideration is whether the victorious plaintiff will be able to collect the judgment against the corporate defendant. In other words, will the corporation will have the financial means to pay the what is owed…
Most litigation over restrictive covenants are resolved at the conclusion of the temporary injunction hearing. At that stage, the trial judge has made a decision whether the plaintiff is substantially likely to succeed on the merits of the case. The parties usually are motivated to settle the case at that…
Florida’s non-compete statute goes hand-in-hand with Florida law prohibiting trade secret misappropriation. Under Florida’s statute governing non-compete agreements, a trade secret is a “legitimate business interest” to restrict employees and former employees from competing against their former employers. Florida Statutes § 542.335(1)(b)(1) (legitimate business includes “trade secrets”). A restrictive covenant…