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Florida Business Law Questions & Answers
1 Answer | Asked in Contracts and Business Law for Florida on
Q: Do software company's have any obligation to support perpetual license holders?

I have a perpetual license for an industry specific design software. We've always been forced to pay a yearly maintenance/support fee. Even if we missed a year becasue we didn't need it, they'd back charge us when we wanted to re-institute the support. Now the company has moved to a... Read more »

Keith Kanouse
Keith Kanouse answered on Jul 30, 2021

This article should give you more information as to whether the software company can terminate the contract.

https://www.lexology.com/library/detail.aspx?g=4820f348-4540-4179-a754-6809061bab0c

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: What laws and guidines would I need to start a temp agency for on call employees similar to uber?

What protection is needed?

Jane Kim
Jane Kim answered on Jul 27, 2021

To start, you'd need to be more protective and discrete about your business ideas without disseminating them on the internet. And if you believe in your idea, you'd need to include legal costs as part of your start-up costs.

Good luck.

4 Answers | Asked in Copyright, Business Law, Intellectual Property and Trademark for Florida on
Q: Do I need a licensing/trademark specialized lawyer?

I'd like to open a DC comics-themed restaurant, do I need to buy a license from them, even though most of the characters are not listed for Hotels and Restaurants?

Adam Ira Skolnik
Adam Ira Skolnik answered on Jul 17, 2021

Yes, as well as corporate and possibly tax. The characters, likeness and their use are currently owned by DC Entertainment which is a subsidiary of Warner Brothers etc..

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1 Answer | Asked in Business Law, Civil Litigation, Contracts and Real Estate Law for Florida on
Q: I quit claimed a property from my LLC to my partnership LLC but did not record it. Is it legal?

I need to refi the partnership property but can't due to lien on the LLC still shown on county records as owner. My attorney says since I didn't record quut claim its not legal but everything I read says it is. Is it?

Charles M.  Baron
Charles M. Baron answered on Jun 8, 2021

The execution (signing/notarizing) of a deed legally effectuates the transfer, and the recording of the deed is to put the world on notice of the transfer. When it comes to liens, the order of recording can determine the priority of the liens. Ask your attorney to fully explain to you, and or... Read more »

1 Answer | Asked in Business Law and Copyright for Florida on
Q: Is a tweet (words or phrases, not pictures) public domain or does ownership automatically attach to the one who posts?

For instance a popular tweet such as a post by someone called @geraldinreverse: "well, well, well, if it isn't the consequenses of my own actions."

It got almost 300K likes and 140K retweets.

Is that phrase owned by @geraldinreverse or can I print that phrase on a shirt and sell it?

Marcos Garciaacosta
Marcos Garciaacosta answered on Jun 2, 2021

Depends

Consult with an attorney

You are referring to copyright

There are requirements related to copyrights such as innovation and creativity, and also the scope or size of creation

It is likely that what you indicated does not fall under copyright, maybe under...
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Q: I need help forming a nonprofit company. I would like to sell gift boxes. I need help knowing the ins and outs of this.

I know many nonprofit companies that sell products/services and make money they don’t help a community at all. I would sell gift boxes and make a profit and help low income/foster care kids. I need help knowing what to do and how to set this organization up. I live in Florida. But any advice on... Read more »

Linda Liang
Linda Liang answered on May 10, 2021

This is not just one question. This is a set of questions, which includes a) how to incorporate; b) how to receive non-profit status ; c) how to maintain a non-profit status. It is not easy to answer in a short form. You should start by incorporating and proceed to schedule a consultation with an... Read more »

1 Answer | Asked in Admiralty / Maritime, Business Law, Civil Rights and Collections for Florida on
Q: Can I chain a customers boat to the dock for non payment?

I own a commercial diving business that does underwater hull cleaning and yacht maintenance. I had a customer bring his boat to the marina where I am currently staying on my own boat. After I took care of his boat he didn't show up to pay me or get his boat at the time we agreed. Rather than... Read more »

Tim Akpinar
Tim Akpinar answered on May 3, 2021

Only a Florida attorney could advise you on your specific question. But you posted under Admiralty/Maritime Law, and under U.S. maritime law, a remedy that is sometimes applied in settings where vessel interests owe money is a maritime lien. This comes up in ship mortgages, vessel collisions, crew... Read more »

4 Answers | Asked in Business Formation and Business Law for Florida on
Q: Needs a Professional to help me register my LLC in Florida

Please, I am looking for an expert who can help me register my LLC with the state of Florida

Evelyn Suero
Evelyn Suero answered on Apr 27, 2021

Business lawyers in Florida can assist you with registration of your LLC in Florida.

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2 Answers | Asked in Consumer Law, Contracts, Personal Injury, Business Law and Federal Crimes for Florida on
Q: Is my CPA at fault for our identity theft? She was hacked some months ago and should have cyber security in place.

The IRS would not accept our 2020 tax filing because one was already filed. Our 3rd Stimulus check was also stolen because our CPA was hacked. She later informed me of this and said some of her other client's data was also stolen and used. She should have adequate cyber security in place... Read more »

Linda Liang
Linda Liang answered on Apr 20, 2021

You said "She should have adequate cyber security in place". Do you have reasons to believe she does not and the fact that she does not caused the hack?

These are key findings to determine whether you have a cause of action based on negligence.

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2 Answers | Asked in Business Law for Florida on
Q: Is it legal for a business broker to refuse access, when they do not represent you, for not giving them your financials?

I have been looking to purchase a business and I have to go through paranoid brokers with 9 page NDA's that tell you that they are liable for nothing (must be nice). They do not represent me, and clearly state that in the NDA's. They, however, REQUIRE financial information to include cash... Read more »

Bruce Alexander Minnick
Bruce Alexander Minnick answered on Apr 16, 2021

The answer you all your questions is staring you in the face: Fight fire with fire.

FYI: Every seller's broker on the planet is always looking out for the best interests of the person or business that employed them to SELL the business--not the prospective buyers.

So if you...
Read more »

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1 Answer | Asked in Business Formation and Business Law for Florida on
Q: Back in 2005, how would a Florida general partnership transfer its assets when it changes to a corporation?

If a Florida general partnership incorporated in 2005 to become an S-corp, what steps would they have had to take in order to properly transfer the partnership's assets to the corporation? Is there a Florida statute regarding how this is done or are assets just automatically transferred? Does... Read more »

Keith Kanouse
Keith Kanouse answered on Apr 13, 2021

You have to prepare a Bill of Sale and other transfer documents depending on the nature of the assets from the GP to the Corp. This would be the capital contribution of each partner as each partner would become a shareholder in proportionate to his or her partnership percentage. You would also... Read more »

1 Answer | Asked in Contracts, Business Law and Gov & Administrative Law for Florida on
Q: Is it better to privately lease a vehicle in FL or sell the vehicle with an associated lean against it?

I am the secretary for a 501c3 focused on supporting military and ex-military veterans. We have a unique situation where the group acquired a motorcycle trike, which the group would like to "loan" to a biker who lost his leg in a motorcycle accident. We want to know if we should... Read more »

Bruce Alexander Minnick
Bruce Alexander Minnick answered on Apr 7, 2021

Liability attaches to whoever owns the trike as well as whoever is driving it when an accident occurs. So if the club owns the trike (name on the title) they cannot avoid liability by leasing it or selling it subject to a purchase money loan. Hire an experienced lawyer to help keep the club on this... Read more »

1 Answer | Asked in Business Law and Contracts for Florida on
Q: Need an attorney to file a case with over 500,000 in damages (business ) Against company in Fort Lauderdale
Charles M.  Baron
Charles M. Baron answered on Apr 2, 2021

It would be helpful for you to state the subject matter of your intended claim - for example, contract dispute, non-performance of a contracted job, consumer fraud, employment discrimination, employment termination/discipline, etc.

1 Answer | Asked in Business Law and Contracts for Florida on
Q: Hello, hope all is well. I have a question pertaining to a Florida LLC equity contract. Is this contract valid?

I have the Operating Agreement and Equity Contract.

Keith Kanouse
Keith Kanouse answered on Mar 29, 2021

I would have to review the Operating Agreement and Equity Contract. Why is there 2 agreements. Normally, the Operating Agreement governs the rights and obligations of the Members of the LLC.

2 Answers | Asked in Contracts, Business Formation and Business Law for Florida on
Q: Can a partner be forced to "move on" if no partner agreement was signed?

I work at a restaurant in Florida where the GM -- we'll call him John -- is also a part owner of the establishment. Another owner -- we'll call him Chuck -- is also the owner of the building -- from whom the space is rented. And finally, another owner is the chef -- We'll call him... Read more »

Bruce Alexander Minnick
Bruce Alexander Minnick answered on Mar 26, 2021

This fishy "Contracts, Business Formation and Business Law " story sounds like it was taken right out of a business law course at Santa Fe Community College; otherwise why would you--a mere observer--be interested in knowing how "John" and "Chuck" should show "Rob" the door?

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1 Answer | Asked in Business Law and Cannabis & Marijuana Law for Florida on
Q: Are text messages from 3rd party be admissible in Florida state court?

Here is the situation. The defendant is being sued for defamation and trespassing. If the partner of the defendant (who is not involved in the case) turns over text messages where the defendant admits to wrong doing to the plantiff, would these text messages be admissible in Florida state court ?... Read more »

Bruce Alexander Minnick
Bruce Alexander Minnick answered on Mar 25, 2021

It depends on whether the person sending the text messages and the person receiving them are both in court to answer questions about the text messages.

1 Answer | Asked in Business Law and Civil Litigation for Florida on
Q: Are recordings made in a one-party consent state permissible in a two party consent state?

I’m currently in a civil lawsuit in Florida with someone who’s main residence is in NEw York The former partner of the person that I am suing just passed along recordings where they are confessing to having committed the offense in which I’m suing them for. New York is a one party consent... Read more »

Terrence H Thorgaard
Terrence H Thorgaard answered on Mar 24, 2021

Yes, if the recordings were made in New York, and if to make the recordings was legal in that state, they would be admissible in Florida, in my opinion.

1 Answer | Asked in Consumer Law and Business Law for Florida on
Q: A retailer refunded me for a larger amount than what they were supposed to. In the state of florida can they persue me?
Keith Kanouse
Keith Kanouse answered on Mar 21, 2021

Yes they can if they want to but the right thing to do is to return the excess amount paid to you.

1 Answer | Asked in Business Law, Contracts, Real Estate Law and Land Use & Zoning for Florida on
Q: If a company donated land to build a library with a reverter clause in 1979, would it be void in 2021 based on this law?

A new library was built in a new location to replace the old one. Just curious to see what could happen to the old library since it has a reverter clause.

Charles M.  Baron
Charles M. Baron answered on Feb 25, 2021

You ask if it would be void "based on this law", without saying which law you are referring to. Did you leave something out, or did you mean to ask if there is any law that would void it out? I suggest you re-phrase.

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: I had a LLC administratively dissolve in 2015. Can I create a new LLC with the same name instead of reinstatement?

No business was conducted from 2015-present under that name. No outstanding debts or contracts either. The name is really the only asset, but I don't want to pay $1000+ in fees. The name of the expired LLC is still available.

Keith Kanouse
Keith Kanouse answered on Feb 20, 2021

Yes you can.

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