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Florida Business Law Questions & Answers
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
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
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
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
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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1 Answer | Asked in Insurance Bad Faith, Consumer Law, Contracts and Business Law for Florida on
Q: Are insurance companies legally inhibited from paying for insurance on a rental when paying for damages in Florida?

Insurance company stated that they are not obligated nor legally allowed to pay for insurance on the rental. When someone else hits you and their insurance is reimbursing you. It seems as though they should also pay for the insurance on the rental. Is the insurance company telling me a bs story or... Read more »

Barbara Billiot Stage
Barbara Billiot Stage
answered on Aug 10, 2022

Check your insurance policy. The terms of the policy determine if you have coverage for a rental or not.

1 Answer | Asked in Business Formation, Business Law and Land Use & Zoning for Florida on
Q: Hello, I am interesting in leasing a suite and then renting out the rooms to licensed stylist or lash artists

What are the legal implications for doing this in Florida? What is the employer or technically landlord responsible for? Thank you

Keith Kanouse
Keith Kanouse
answered on Aug 9, 2022

I have a client that has done this as a franchisee. You have to find a location and negotiate a master lease with the landlord with the landlord understanding that you will be subdividing and subleasing the premises to various subtenants. You need to check that the zoning will allow the intended... Read more »

1 Answer | Asked in Business Formation, Business Law and Civil Rights for Florida on
Q: Can a non-compete keep me from doing anything HVAC related with anyone for a year in Florida?

The paper restricts all HVAC jobs, both as an owner and employee for a 50-mile radius of a territory where he makes the most money. Im scared to sign it. It's an entire year id be unable to work in the industry if I left for any reason.

Keith Kanouse
Keith Kanouse
answered on Jul 21, 2022

The covenant not to compete will probably be enforceable as it appears reasonable in time, scope, duration and protects the legitimate interest of the owner.

1 Answer | Asked in Business Law and Contracts for Florida on
Q: need an attorney for small clams in Broward county

I have been giving the wrong material on a construction material based on their expertise, only 80% correct I returned the 20% defection material that they kept and then their charge me additional $300. for the correct material that they made the mistake on, that they should have included in the... Read more »

Charles M.  Baron
Charles M. Baron
answered on Jul 19, 2022

Your inquiry is a bit unclear on the amount in dispute. If I understand correctly, you are disputing a $300 overcharge. For that amount or any amount under $1,000, it's probably not worthwhile for an attorney to take your case UNLESS there is a way for the attorney to make money by way of a... Read more »

1 Answer | Asked in Workers' Compensation, Employment Law and Business Law for Florida on
Q: As a single owner construction company LLC, are my personal assets at risk of I lose in court.

My company was setup as a multi owners over the years, my wife and my son were listed also but I changed it only myself to be listed as owner when I renewed this year in April.

I am not sure which way was safer to have it as a multi owner or single owner.

A former guy that worked... Read more »

Terrence H Thorgaard
Terrence H Thorgaard
answered on Jul 4, 2022

If he is suing the LLC, and not you, it appears that he is not attempting to go after you personally. That's what "LLC" means, "limited liability company"; in other words, you are not personally liable for the debts of the company.

Depending on the circumstances,...
Read more »

1 Answer | Asked in Business Law and Contracts for Florida on
Q: Is an email enough to modify the terms of a contract?

I am deciding whether to sign an agreement between myself and a bank for card processing services. The merchant agreement states there is an early termination fee, but I was able to get the bank to agree to waive the fee via email. If I sign this agreement as written but retain a copy of that... Read more »

Jane Kim
Jane Kim
answered on Jun 29, 2022

Your written agreement reflects final terms and would likely exclude any oral or written understandings outside of the written agreement unless incorporated by reference as an addendum or exhibit.

1 Answer | Asked in Contracts, Business Law, Civil Litigation, Small Claims and Libel & Slander for Florida on
Q: Can I be sued, and if so what can I do?

I had a small pet sitting gig where I offer pet sitting services. I was contacted by a gentleman to overnight pet sit for 10 days (06/17 - 06/26). We agreed, he paid me 80% up front. (No contract signed, no witness to the agreement) My partner and I stayed from 06/17 - 06/19, and I stayed by myself... Read more »

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

It appears that he is threatening to tell people bad things about you, not physically attack you or anything like that. Arguably it's a threat to defame (slander) you. Could you sue him if he did? I probably wouldn't bother.

Why should you care if the police won't make a...
Read more »

2 Answers | Asked in Business Formation and Business Law for Florida on
Q: Dissolving Florida LLC answer "A description of occurrence that resulted in the limited liability company's dissolution"

I'm dissolving a Florida LLC and on the form it asks for "A description of occurrence that resulted in the limited liability company's dissolution" and I'm not sure of how to answer.

My operating agreement states:

The Company will operate until terminated... Read more »

Keith Kanouse
Keith Kanouse
answered on Jun 23, 2022

If the members have decided to dissolve the LLC, you should have a resolution contained in a Consent of Members in Luie of a Special Meeting signed by all members. You can then check the appropriate box.

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1 Answer | Asked in Business Law, Consumer Law and Contracts for Florida on
Q: We have a air conditioning unit left on our property by a contractor, can we sell or give this away without repercussion

Contractor recommended this too big unit and could not get it to work correctly in our home. We received a refund of all monies paid however the contractor has not picked up the unit since returning our money 3 months ago. Can we legally sell this or give it away? Technically we do not own this... Read more »

James W. Martin
James W. Martin PRO label
answered on Jun 17, 2022

Florida Statutes Chapter 713 governs construction liens in Florida and allows contractors to obtain liens on real property and also allows materialmen to obtain liens on real property so it is possible that the contractor or its supplier could obtain a lien on the real property. Therefore, the... Read more »

1 Answer | Asked in Contracts and Business Law for Florida on
Q: Can a daycare sue me if we gave them a two week notice even though we signed up for the entire summer?

My daughter has been with this daycare for 4 years and this is her last summer camp with them. We need to take her out for financial reasons and we gave them a two week notice but since we signed a paper and initialed for the entire summer they are saying we have to pay for the entire summer. Can... Read more »

Charles M.  Baron
Charles M. Baron
answered on Jun 7, 2022

Whether the business would have a valid claim against you depends on the applicability and validity of the contract language at issue, as well as the validity of the entire contract. Therefore, it would be best for you to schedule a consultation with an attorney handling contract disputes. If the... Read more »

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