Articles Posted in Business Litigation

Business litigation cases frequently assert claims of unjust enrichment that fail to satisfy the requirements of Florida law. Florida’s Third District Court of Appeal in Gonzalez v. Eagle Insurance Co., 948 So.2d 1 (Fla. 3d DCA 2006), explained that, “[a]t the core of the law of restitution and unjust enrichment is the principle that the…

The Sherman Anti-Trust Act prohibits conspiracies unreasonably restraining trade. A group of competitors cannot enter agreements fixing prices or wages; rigging bids; or allocating customers, workers, or markets. 15 U.S.C. § 1. Consequently, exclusivity contracts and other restrictive covenants reducing competition may violate the Sherman Antitrust Act if they are solely intended to prevent ordinary…

Florida’s Deceptive and Unfair Trade Practices Act, often called “FDUPTA,” prohibits certain deceptive and unfair trade practices. In Bookworld Trade, Inc. v. Daughters of St. Paul, Inc., 532 F.Supp.2d 1350 (M.D. Fla. 2007), the United States District Court for the Middle District of Florida explained that “[a] deceptive practice is one that is likely to…

This article discusses the circumstances obligating parties in business litigation to arbitrate and when they can avoid arbitration. “Arbitration is a preferred method of dispute resolution.” Obolensky v. Chatsworth as Wellington Green, 240 So. 3d 6 (quoting BallenIsles Country Club, Inc. v. Dexter Realty, 24 So. 3d 649, 652 (Fla. 4th DCA 2009)). Precedent from…

Federal law and Florida law provide private causes of action for unauthorized access to computers. The federal law is called the Computer Fraud and Abuse Act (CFAA), and imposes civil liability on those who “intentionally access[ ] a computer without authorization or exceed[ ] authorized access.” 18 U.S.C. § 1030(a)(2). Florida’s statute is the Computer…

The Defend Trade Secrets Act (commonly called “DTSA”) is a federal law that prohibits trade secret misappropriation. DTSA states, at 18 U.S.C. section 1836(a), that “[a]n owner of a trade secret that is misappropriated may bring a civil action under this subsection if the trade secret is related to a product or service used in,…

Sellers and buyers have competing interests when negotiating a contract. One term sellers and buyers should consider when negotiating their purchase agreement is the fraudulent inducement disclaimer provision. These provisions can help sellers avoid or defeat lawsuits if the buyer develops “buyer’s remorse” after entering the agreement because the buyer cannot claim the seller’s representations…

The expiration of a non-compete period does not necessarily mean the covenant is unenforceable. A former employer may be able to enforce a non-compete against a former employee if the non-compete period expired and the non-compete period was tolled by the former employee’s violation of his restrictive covenant. Restrictive covenants, like non-compete agreements and non-solicitation…

Florida employers who have non-compete agreements may enforce the restrictive covenants based on the legitimate business interest of trade secrets under Florida Statutes Section 542.335(1)(b)(1). Employers may also sue for misappropriation of trade secrets. However, employers sometimes sue former employees for common law claims that are related to misappropriation of company trade secrets. Such common…

Florida courts have recognized that corporate officers and directors owe both a duty of loyalty and a duty of care to the corporation that they serve. Florida courts often look to Delaware courts due to the well developed body of Delaware corporate law. Corporate law recognizes two fundamental fiduciary duties by directors and officers: the…