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Florida Business Law Questions & Answers
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...
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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.

1 Answer | Asked in Business Formation, Business Law and Civil Litigation for Florida on
Q: My business was vandalized by another bussiness. I am suing for fraud.
Erik A. Perez
Erik A. Perez answered on Jan 21, 2021

Fraud would not be the appropriate cause of action based on these facts. However, there may be other causes of action including trespass. Please contact me to discuss further.

1 Answer | Asked in Business Law and Contracts for Florida on
Q: Can a mobile home dealer raise there price after having a signed contract with them and promised delivery 6 months ago?
Keith Kanouse
Keith Kanouse answered on Jan 7, 2021

I doubt it but it all depends on the language of the contract. Without reading the contract, I cannot give you an opinion.

2 Answers | Asked in Business Law and Contracts for Florida on
Q: May I use the fictitious name as heading in an End User License Agreement?

We are a small software company in Florida. We are planning to use the fictitious name as heading in the End User License Agreement (EULA) instead of the legal company name, but the legal company name is mentioned in the body of the agreement, for example, "Company A doing business as XYZ... Read more »

Keith Kanouse
Keith Kanouse answered on Dec 29, 2020

Yes if you comply with the requirements of Section 865.09 of the Florida Statutes first.

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1 Answer | Asked in Banking, Bankruptcy, Products Liability and Business Law for Florida on
Q: Yes I have a question, As a small business I have checked and it looks like something went wrong and I never got help

We are the number one minority, We are also for our clients a tax break when they file their taxes being we are in all ladies commercial/residential company.We are going on five years flipping homes. I have got to get Some form of income to keep the last five employees I have. I have already lost... Read more »

Tim Akpinar
Tim Akpinar answered on Dec 13, 2020

I'm very sorry for your difficult situation, especially since it seems to have resulted from your being kind and thoughtful of your employees. You could consult with attorneys to investigate whether there is anything they might be able to do - but that could further add to your expenses - it... Read more »

2 Answers | Asked in Business Formation and Business Law for Florida on
Q: I am starting a clothing brand business and need to trademark a logo for my brand. How do I legally do this?
Evelyn Suero
Evelyn Suero answered on Dec 7, 2020

You may apply to register a trademark that does not infringe on any other trademark in use in the same or related category of goods or services. For federal registration, you may go to the USPTO website for more information. It is recommended that you work with a trademark attorney to assist you... Read more »

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1 Answer | Asked in Business Law, Civil Rights, Construction Law and Employment Discrimination for Florida on
Q: I'm being told that i can not work in a community because a HOA board member doesn't like me.
Tim Akpinar
Tim Akpinar answered on Dec 2, 2020

A Florida attorney could advise best, but your post remains open for four weeks. As a general premise in any type of discrimination matter, one usually needs to demonstrate violation of rights as a protected class. There aren't a lot of details to go by here, but based on these brief facts, it... Read more »

2 Answers | Asked in Business Law for Florida on
Q: Can I require my mini-storage customers to use auto-pay?

As a Mini-storage owner can I legally require my new and existing renters to be set up on auto-pay due to the imminent possibility of new lock-downs and Covid restrictions?

Keith Kanouse
Keith Kanouse answered on Nov 13, 2020

You will have to revise your current agreement to add auto-pay for future customers. For current customer the terms of the current agreement will have to be reviewed.

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1 Answer | Asked in Consumer Law, Contracts, Copyright and Business Law for Florida on
Q: Is it true that I don't need permission to use a song in my streaming service if it's free (and I make money from ads)

I'm starting a small music streaming service. And one of the bands I was talking to said that they do not own the licenses to their music. But would like to be on the platform. They mentioned to me that, to use their music, I do not have to pay royalties, so long as the platform is free, as... Read more »

Allison Higgins
Allison Higgins answered on Nov 12, 2020

This sounds like a situation where you will need to hire a lawyer. There are a lot of moving parts that need to be parsed out. You may want to look into getting a blanket license like many radio stations have.

Look into hiring a copyright lawyer that has experience with musicians and...
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1 Answer | Asked in Business Law for Florida on
Q: We are trying to buy an assisted living business in Florida. We just moved to Florida 1 month ago from utah.

We have been looking for a place since August online.we have spoken to several brokers over the past few months we signed with one of them but we found a place on our own. Do we have to keep this agent.

Keith Kanouse
Keith Kanouse answered on Nov 11, 2020

The answer depends on the terms of the agreement you have with the broker. You would have to e-mail a copy of the agreement before I could give you a definitive answer.

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