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Florida Business Law Questions & Answers
1 Answer | Asked in Business Law and Contracts for Florida on
Q: Can a contractee void a contract (and not pay) after work is performed because I refuse to comply with "due dilligence"?

I recently performed service work for a company. The contract can be voided at any time by any party. There was no requirement to provide previous proof of work. They performed KYC and I passed without any issue.

I completed my contractually required work. Just as I was finishing, the... Read more »

Michael  Mayoral
PREMIUM
Michael Mayoral
answered on Nov 9, 2022

It sounds like you may very well have a valid cause of action for breach of contract, unjust enrichment and/or quantum meruit. You are most likely owed the value of the work you performed. You should set up a consultation with an attorney who handles breach of contract disputes, present the... Read more »

2 Answers | Asked in Consumer Law, Real Estate Law and Business Law for Florida on
Q: My HOA is charging me a convenience fee for paying my HOA dues. They don't offer any free options. Is this legal?

They offer two payment methods online; pay by credit card or pay with bank account. Both options charge a convenience fee. They do not offer any other way to pay the dues. My understanding is that the convenience fee is only charged as a convenience alternative to a standard method of payment.

Barbara Billiot Stage
Barbara Billiot Stage
answered on Nov 3, 2022

If you mail a check they have to accept it. They cannot legally refuse any form of legal tender. The problem you might face is proving they received the payment. They cannot require only online payment but if they provide for online payment they can charge a convenience fee.

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2 Answers | Asked in Business Law for Florida on
Q: business in Florida while living in Connecticut. Defaulted on business loan. Sign guarentee which state laws do I go by
Jane Kim
Jane Kim PRO label
answered on Oct 31, 2022

It is likely the lender may institute a cause of action against you individually (personal guarantee) and has a choice of bringing a suit in either state. If your loan does not provide for a choice of law provision (unlikely, read your loan agreement) then the law of the state where the suit will... Read more »

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1 Answer | Asked in Business Formation, Business Law and Contracts for Florida on
Q: Is a verbal agreement to partnership in a business enforceable in regards to opening a business?

A business agreement was drawn up with an LLC but not signed.

Barry W. Kaufman
Barry W. Kaufman
answered on Oct 28, 2022

Florida law recognizes oral agreements in some situations- its the duration of the agreement more so than the nature of the agreement. However, in order for an oral agreement to bind, a court would have to determine that both parties acknowledge that there was an agreement made (meeting of the... Read more »

1 Answer | Asked in Contracts and Business Law for Florida on
Q: How can I write up a teaching contract for my business?

I have a dance company and I teach private classes at people's houses. I want to create a contract where I can stipulate time, payment and regulations

Michael  Mayoral
PREMIUM
Michael Mayoral
answered on Oct 26, 2022

It is generally not advisable for you to draft your own contract if you want it to be legally enforceable. You can run into problems if the parties obligations are not adequately established by the language of the contracts. If you intend to run the business for a significant amount of time, it... Read more »

1 Answer | Asked in Contracts and Business Law for Florida on
Q: As a designer, can I write in contract that client is responsible for my lawyer fees if they try to take me to court?

As a freelance graphic designer is it okay for me to write in my contract that the client will be responsible for any fees or lawyers that come from them suing me?

Michael  Mayoral
PREMIUM
Michael Mayoral
answered on Oct 26, 2022

Yes, you absolutely can. However, be aware that under Fla. Stat. 57.105(7):

"(7) If a contract contains a provision allowing attorney’s fees to a party when he or she is required to take any action to enforce the contract, the court may also allow reasonable attorney’s fees to...
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1 Answer | Asked in Contracts and Business Law for Florida on
Q: We purchased a jeep from a dealer , we paid the amount the dealer told us to pay , however the amount the salesman told

Us was different from what was on the contract, he wrote the amount on a sticky note . Now the dealer wants us to pay the remaining amount as the salesman gave us the wrong amount . Are we obligated to pay it .

Terrence H Thorgaard
Terrence H Thorgaard
answered on Oct 23, 2022

You signed the contract; did you read it before signing?

2 Answers | Asked in Business Law, Civil Litigation and Contracts for Florida on
Q: I need a owner financing note that vehicles.

I need a owner financing document that protects me from buyers that will take the vehicle, never make a payment under contract, or total the vehicle and never make a payment again

Barry W. Kaufman
Barry W. Kaufman
answered on Oct 20, 2022

If you are a private individual selling a car, you should NEVER sell a car unless you receive payment in full at the time of sale. If you are a dealer, you should have ample availability to lenders and/or you should have a professional business relationship with an attorney who can provide you with... Read more »

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2 Answers | Asked in Contracts, Tax Law, Business Law and Intellectual Property for Florida on
Q: We created a computer program that buys and sells Forex. We'd like to make sure we're legally following procedures.

We would like to take on clients to split the funds that the program makes from the buys/sells, but we want to be sure we do it the right way, legally and for tax reasons. We are researching resources to make sure we do this properly.

Jane Kim
Jane Kim PRO label
answered on Oct 31, 2022

You might be considered a financial institution for purposes of US regulations. Since this app would have an online presence and an international reach, you'd need to ask this question in every jurisdiction where you process payments. it is likely you'll need more than one type of lawyer... Read more »

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1 Answer | Asked in Business Law for Florida on
Q: Im buying 36% of a company and id like to know what paper work i need to have

Also how to make sure i have voting shares and get 36% profit

Bruce Alexander Minnick
Bruce Alexander Minnick
answered on Oct 8, 2022

"The main difference between successful small businesses and those that fail within a relatively short period of time is good legal advice. The owners of most successful small businesses understand that retaining a competent, experienced business lawyer and paying modest legal fees to advise... Read more »

1 Answer | Asked in Business Law and Contracts for Florida on
Q: I own a small business that I’d like to sell. I’m considering owner financing. Can an agreement include repossession?

I want to be sure I’m protected if the buyer defaults, or fails to maintain the business. The business is a franchised restaurant so there standards that need to be maintained. If the agreement includes a down payment, would I retain it as well?

Derek Allen Colvin
Derek Allen Colvin
answered on Sep 28, 2022

There is always some level of risk involved in every business transaction. Providing owner financing and the nature of the franchise relationship will need to be taken into account. You can't eliminate risk, but you can manage risk by contemplating these issues in an asset purchase... Read more »

1 Answer | Asked in Contracts and Business Law for Florida on
Q: in Florida can a leinholder come take your rv when its not up for repo. what can i do
Bruce Alexander Minnick
Bruce Alexander Minnick
answered on Sep 15, 2022

Assuming that the lienholder has a valid financial grievance against you, like for not paying your obligations to them as you agreed, the answer is yes. Lienholders do not have to wait for someone else to initiate repossession proceedings to protect their liens.

1 Answer | Asked in Business Law and Contracts for Florida on
Q: Hello, I have small photography business in FL and a potential client asked for services to photograph a wedding in FL.

They were sent a contract to hold the date via docusign, contract states it is only valid with full signature AND receipt of deposit. Deposit is only accepted via zelle, paypal and venmo(certified checks are for businesses only). They signed the contract - and didn't send the deposit... Read more »

Jane Kim
Jane Kim PRO label
answered on Sep 3, 2022

Contract with the purpose of committing fraud is void. Therefore, I would not worry about some signed and illegal piece of paper. I would block them so that they cannot contact you again. And most certainly, do not initiate any more contact with them.

2 Answers | Asked in Business Law for Florida on
Q: Does an LLC have to report a change in principle operating address within a certain amount of time from the change?

Also is it illegal to submit annual reports from an LLC showing false information as to the agents address?

Terrence H Thorgaard
Terrence H Thorgaard
answered on Aug 31, 2022

The change in the agent's address shall be reported "promptly". The required reports are to be filed under penalty of perjury (See Florida Statute 605.0205 (3)), so intentionally filing false information could in theory be a crime. And of course, if a court summons is attempted to... Read more »

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2 Answers | Asked in Business Law and Landlord - Tenant for Florida on
Q: I was wondering if you are in a lease and they switch company’s without you signing a new lease is it possible leave?

Trying to get out of the lease

Jane Kim
Jane Kim PRO label
answered on Aug 23, 2022

It depends if your lease can be "assigned." Look for this provision. If it is there, your lease continues under new ownership. If it is not there, contact a lawyer to see if you can "get out of it."

Good luck.

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3 Answers | Asked in Business Law for Florida on
Q: I hired a business broker to sell my business. His contract won’t let me fire him. Please help!

I hired a business broker in May to sell by business. For the last 3.5 months he has not done anything to sell my business. He hadn’t posted it on the BusinessMLS or BizBuySell. Nowhere. When I discussed my frustrations he gave me a song and dance and then told me that it’s just slow during the... Read more »

Jane Kim
Jane Kim PRO label
answered on Aug 22, 2022

It is impossible to provide advice without reviewing your agreement with the broker.

A broker should not earn a fee if he does not actually procure a buyer, that would be unjust enrichment and likely a violation of the rules regulating brokers (FL DBPR).

You should read the...
Read more »

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1 Answer | Asked in Contracts, Real Estate Law and Business Law for Florida on
Q: Do I have a case?

A leasing company has deceived us out of 5k. The funds were paid in order to receive the keys to move in. We were not able to accrue the full amount so the company canceled. I was told over the phone and text that we would be refunded in 30 days, now they are saying otherwise. This was July 6th.... Read more »

Jane Kim
Jane Kim PRO label
answered on Aug 18, 2022

I do not know the reasons stated for keeping your money. But typically, no one is entitled to keep the money without providing an actual service. Sounds like you might have a case.

You might want to go to small claims court which is set up for parties without lawyers.

2 Answers | Asked in Business Law, Contracts, Landlord - Tenant and Real Estate Law for Florida on
Q: Can we sue a seller for our home if he breaks a rent to own contract?

My husband and I entered into a rent to own contract 3 years ago. We have followed the contract faithfully, including paying all property taxes for the last 3 years on the home and sending a certified letter of intent to buy before the due date on the contract. The property is owned by a company... Read more »

Michael  Mayoral
PREMIUM
Michael Mayoral
answered on Aug 16, 2022

You need to contact an attorney who handles contracts, business litigation, or real estate disputes and present them with all of the agreements and/or contracts concerning the property/sale, as well as the information for the property so that the attorney can research the property's chain of... Read more »

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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: How can I remove a foreign partner from my LLC ? he doesn't want to be in it anymore. Do I need to buy his shares?

How do I document the entire process and modify the corporation articles?

Michael  Mayoral
PREMIUM
Michael Mayoral
answered on Aug 12, 2022

It depends on a couple of things. First, what does the operating agreement say about the withdrawal of members. If there is no operating agreement, then the withdrawal has to comply with Florida's LLC act. This isn't an expensive thing for a business lawyer to do, but you should really... Read more »

2 Answers | Asked in Business Law, Civil Litigation and Consumer Law for Florida on
Q: Is it illegal to protest/share a negative experience with a business?

I bought into a company that claimed they were going to teach me how to be successful in a business and would provide coaching from people who had done the business. They claimed they had already worked out the kinks and would teach me to use their system and all I had to do was follow it. It did... Read more »

Charles M.  Baron
Charles M. Baron
answered on Aug 11, 2022

If you convey facts that are 100% truthful, your statements do not constitute unlawful defamation. However, you are correct that "anyone can sue anyone". Are you prepared to spend many thousands of dollars to defend yourself (with an attorney)? All the other party has to do is to file... Read more »

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