Florida – July 25, 2022
The State of Florida has legal requirements for business structures regarding ownership, governing structure, bylaws, tax requirements and defining what is considered a corporate asset including, in some cases a “client list.” A client list for example can significantly impact the value of a company, and if the partners decide to split at some point, there can be a legal dispute as to who maintains control of the client list. If one of the partners decides to buy the interests of the list when moving on to another entity, it will be based on a determination of value and if there can be an agreement between parties as to an equitable split of the clients for the current company versus the new entity, so the current company retains its value, and the new company starts out with that asset. A smoother transition may call on the experience of a skilled business attorney.
A non-compete agreement is a legal document that allows employers and business partners to receive written consent that the person will not disclose company trade secrets or engage in competitive behavior. The goal of a non-compete is to protect an employer from unfair competition. There are other times where the “non-compete” language is a clause built into Florida business contracts. An experienced business law attorney can assist individuals as they create legal documents that include contracts, and other legally binding agreements.
The legalities involved in the enforcement of business contracts are based on the language of the corporate structure documents, and the ability for partners to waive certain restrictions as they build assets including the client list. Hiring a Florida attorney to look at all the pertinent documents is necessary before deciding on a court action.
Florida business contracts.
Florida Courts allow freedom to form and negotiate most contracts without government intervention. The intent of the parties to a contract must be spelled out so there is no confusion about what is expected of the parties to satisfy the contract. A contract is an oral, written, or digitized agreement between two or more parties outlining terms for parties to make a legal “exchange of something” – a consideration.
Elements of a valid Florida contract.
- A stipulated start and end time, including the length of the contract, and signatures proving agreement upon the consideration and process of delivery.
- Naming jurisdiction as to where a dispute will be resolved; governing law indicates which state’s law will be used to decide the dispute.
- Parties to a contract must be named and linked with their associated business entity if there is one.
- Purpose of the contract includes consideration, or the amount or benefit the parties will exchange for their unique demands.
- Delivery of goods or services will be named in the contract along with a timeline.
- Compensation is the payment for completing the delivery of a good or service.
- Terms and conditions usually include a scope of work, which is an outline of what one party expects of another.
- Consequences of breach result in the liability assigned to each contracted party if they breach the contract or fail to deliver upon the agreed terms.
Hire a business law attorney.
Business owners should seek the assistance of an experienced business attorney when writing contracts to save themselves from negative consequences including litigation that may cost more than desired. Attorneys at Legal Counsel, P.A. can assist with the preparation of contracts for businesses between clients, other business entities, and employees.
Legal Counsel, P.A.
189 S. Orange Ave., Ste. 1800
Orlando, Florida 32801
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