Business Law, also known as Commercial law, is the legal field that deals with the specific laws that govern the establishment and operation of businesses, transactions between businesses, and the representation and litigation to resolve disagreements regarding any commercial or business transactions. VolkLaw is here to assist you with navigating business-related laws, procedures, and disputes.
The Firm assists those starting a business or dealing with changes to a business such as taking in a "partner" or making a growing business more formal. Aside from making the business decision about whether the enterprise will be a good choice, our clients must decide on a form of business. The choices are a sole proprietorship, partnership, limited liability company, or professional service corporation. This decision will affect all other aspects of your business -- how your income is reported, what tax forms you fill out, how your employees are paid, what benefits and expenses may be deductible, and on and on. The Firm advises clients as to numerous requirements businesses must comply with.
Once operational, business client regularly need advice as situations arise. For instance, employees are a routine source of challenges and having a skilled litigator advise you on how to handle a situation can head off litigation. As another example, government problems arise from time to time in areas such as code enforcement. Such matters should be handled deftly. The untethered bad bureaucrat is dangerous. Our concept is, cooperate and yet assert rights as appropriate.
Contracts are, simply put, a set of promises between contracting parties. The contract is not a formality. The deal you agree to determines what you are entitled to, what you must do, and the remedies if something goes wrong. Given the Firm's high level of litigation experience, we know many disputes can be avoided by a well thought out and drafted contract. At the beginning of any relationship, good will and cooperation are the normal state of affairs. That can change and, while all possible future problems are hard to envision, most can be foreseen by the parties and an agreement reached on how to deal with such issues if they arise.
Starting a new business?
We will deliver the critical legal services that you require to establish and operate your business. This can include: corporate formation and development, procedures and policies, preparing and defending non-compete agreements, drafting demand or response to demand letters and other legal documents that you may require. Many businesses are regulated. You need to know the rules and what to do if an overzealous regulator is trying to abuse his or her power.
Business agreements are contracts. Each side makes certain promises. Some contracts must contain legally required language. Do you know whether your contract used for customers follows the law? As an example, construction contracts and dance studio contracts require certain mandatory language.
We can help you with contract drafting and contract negotiation. Contracts are the foundation of business. Doing business on a handshake can result in a disaster. Drafting your own agreement can result in disaster. Copying someone else’s contract to use as your own can result in disaster.
Contracts establish the rules of a deal including what happens if something goes wrong. They are essential to any successful business. Business contracts represent the intentions of all parties involved so that the business can hopefully avoid any costly disputes. We want to ensure that your best interests are protected in every possible way when a contract is being drafted and negotiated.
A well run business will often use many different written agreements. Given VolkLaw’s high level of litigation experience, it is our belief that many disputes can be avoided by well thought out and drafted agreements. At the beginning of any relationship, good will and cooperation are the normal state of affairs. That can change and, while all possible future problems are hard to envision, most can be foreseen by the parties and agreement reached on how to deal with such issues if they arise. The following is a sample of the types of agreements VolkLaw can assist you with.
Shareholder, Partnership, and LLC Member Agreements
If you are going into business with others, it is very wise to agree upon how to deal with the problems that routinely confront co-owners. Issues such as buying and selling ownership interests are critically important. This is especially true in the case of death, disability, retirement, or other events causing less than all owners to leave the business. In this area, you likely need assistance in defining buyout options and how the price of a buyout would be determined.
Noncompete, Trade Secret, and Nondisclosure Agreements
Such agreements are becoming more common between employers and employees. There is a natural conflict between wanting to develop and harness employee skills and the fear that an employee will learn the particulars of a business and then go out and become a competitor or sell their knowledge to an established competitor. This area is regulated in some ways by statutory law in Florida which seeks to set reasonable limits on what can and cannot be restrained. Businesses may also expose outsiders to information they wish to otherwise keep private.
Who will be liable for the account, are there charges such as interest or attorney’s fees if the account is not paid on time, where can lawsuits to collect be brought if the parties are from different cities or states, and what investigative information can be obtained are among the issues that a well drafted credit application will contain.
Sale of Goods or Services Agreements
Among the pitfalls are the issues in the Credit Applications section above, whether warranties are included or excluded, risk of loss for goods in transit, and the procedures, if any, for the return of defective goods.
Have you ever wondered if there is a way to avoid going to court if a dispute develops? Arbitration agreements are favored by the courts but they should, like all agreements, address a number of formalities such as who will serve as arbitrator. They provide an alternative to going to court that can decide a dispute faster and more efficiently than a court suit. A downside of arbitration is that the arbitrator fees can be significant. Like most all things in life, you make your decision on what to do after deciding what is best for you.
Leases provide for the use rather than ownership of property. A host of issues should be addressed in a lease. The price and duration are the easy part. Other important things to consider are permitted uses, care of the premises, other tenant and landlord responsibilities. For example, who pays for property expenses such as taxes, insurance, and common areas? These and dozens of other issues should be addressed in an effective lease.
Independent Contractor Agreements
This is a particularly dangerous area for a business. Severe State and Federal problems can ensue from trying to treat employees as independent contractors for tax and workers comp reasons
While the things to think about and do in starting and running a business may seem like a heavy burden, a little care and effort can save you from a great deal of difficulty and expense in the future. While, the use of professional help can seem like a specific cost you could try to get by without, remember the old saying about being penny wise and pound foolish. Good luck in your business endeavors. We are here to help.
The matters discussed here are general in nature and are not to be relied upon as legal advice. Every specific legal matter requires specific legal attention. The law is constantly changing and matters discussed today may not be the same tomorrow. Legal matters are also subject to different interpretations by attorneys, judges, jurors and scholars. No attorney-client relationship is intended or created as a result of matters discussed here. You should consult counsel of your choice if you have any dealings in these areas of the law. Volk Law Offices, P.A. and its attorneys make no representations or warranties with respect to the accuracy or completeness of the matters addressed.