Articles Posted in Business Litigation

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…

The first rule of the law of trade secrets is that they must be secret. Obviously, the word “secret” is contained within the term “trade secret.” And the definition of trade secret dictates that it must be information that “derives independent economic value… from not being generally known to… other persons.” Fla. Stat. 688.002(4)(a); see…

A former employee cannot avoid non-compete obligations by causing the demise of the business to whom he or she owes the obligation. Florida law requires the business that intends to enforce the restrictive covenant to establish a legitimate business interest justifying the restriction. Florida Statutes Section 542.335(c) states in pertinent part that, “[a] person seeking…

Employers beware: it is possible to invalidate trade secret protections if employees access your trade secrets using personal smartphones and other similar devices. The erosion of trade secret protections can occur even if the employer undertakes other, reasonable measures to protect those very same trade secrets. Most, if not all, trade secret statutes require the…

As the United States Supreme Court explained in Nw Nat’l Life Ins. Co. v. Riggs, 203 U.S. 243 (1906), the freedom of contract is a constitutionally protected right. Contracting parties are free to address any issue they choose, including the question of whether their agreement may be modified at all and, if so, how. When…

For a long time, Florida courts have employed the “litigation privilege” to provide “all persons involved in judicial proceedings, including parties and counsel, and absolute privilege from civil liability for acts taken in relation to those proceedings.” North Star Cap. Acquisitions, LLC v. Krig, 611 F.Supp.2d 1324 (M.D. Fla. 2009). Precedent from the Supreme Court…

Tortious interference claims are frequently pled in business litigation against competitors, and generally assert a type of “unfair competition” that interferes with a business relationship. Under Florida law, the elements of tortious interference with a business relationship are: (1) the existence of a business relationship that affords the plaintiff existing or prospective legal rights; (2)…

Precedent from the Supreme Court of Florida in Argonaut Insurance Company v. May Plumbing Company, 474 So.2d 212 (Fla. 1985), set forth the legal standard for recovery prejudgment interest where there is recovery of financial loss at trial. Argonaut held that “when a verdict liquidates damages on a plaintiff’s out-of-pocket, pecuniary losses, plaintiff is entitled,…

Under Florida law, restrictive covenants are generally unenforceable under Florida law as restraints on trade. Section 541.18, Florida Statutes, states that “[e]very contract, combination or conspiracy in restrain of trade or commerce in this state is unlawful.” Precedent from the Supreme Court of Florida in White v. Mederi Caretenders Visiting Servs. of Se. Fla, LLC,…

Under Florida law, trade secrets may be enforced via a statutory cause of action for trade secret misappropriation. Florida Statute Section 688.002(4) defines the term “trade secret” as: “[I]nformation, including a formula, pattern, compilation, program, device, method, technique, or process that: (a) Derives independent economic value, actual or potential, from not being generally known to,…