It is a common mistake in trade secret litigation for the company seeking protection for its trade secrets to fail to explain what trade secrets it wishes to protect. Courts require that plaintiffs describe their trade secret with a certain degree of particularity. Failing to do that can be fatal…
Often, a member of a limited liability company can sue another member for a breach of an operating agreement in a corporate “derivative action” rather than in a “direct action” against the other member. This is because the victim is often the limited liability company, not the individual member. Aggrieved…
A shareholder wishing to file a derivative suit must generally present that dispute to the board of directors with a demand prior to filing a shareholder’s derivative suit. The way that this demand process works can vary between the states and can ultimately determine whether a shareholder is able to…
A company that successfully has its mark registered with the USPTO does not have immunity from other trademark owners claiming infringement. A trademark owner with a higher priority may nevertheless sue under the Lanham act if it can show that there is a “likelihood of confusion” between the two marks. …
Disgruntled purchases of goods or services may later claim fraud by asserting that they relied on untrue statements made by the selling company when deciding to make the purchase. However, a purchaser generally may not rely on a statement that qualifies as “puffery.” A statement is puffery if it is…
The business judgment rule can shield directors of corporations, members of limited liability companies, and associations from liability against claims of negligent management. The business judgment rule is designed to prevent courts from “Monday morning quarterbacking” the decisions made by those in control of organizations merely because the plaintiff does…
Under Florida law, every contract has a duty of good faith and fair dealing. A party to a contract generally cannot subvert the very purpose of a contract through an improper exercise of its discretion. A party does not violate the duty of good faith and fair dealing, however, when…
Florida businesses seeking to protect their reputation may need to bring a lawsuit under the Lanham Act to protect their trademarks. Defendants in business litigation asserting trademark infringement sometimes defend on the grounds that the plaintiff’s trademark is “generic” and therefore cannot be protected under the Lanham Act. A recent…
Plaintiffs may be tempted to bring as many causes of action into a legal complaint that the facts may allow. Diversity of causes of action in business litigation can provide the plaintiff with different types of remedies and help a suit endure should a legal defect arise concerning any particular…
An aggrieved party to a contract will sometimes claim that they were fraudulently induced into entering the contract. These types of claims may often be difficult to prove. A plaintiff cannot prevail on a fraudulent inducement claim by simply showing that he or she was deceived. A plaintiff must also…