There are multiple different types of disputes that may be addressed through business litigation. When disputes arise between business partners or the shareholders of a corporation, these cases will often involve claims that a party has committed a breach of fiduciary duty. Those who are involved in these types of disputes will need to understand their rights and obligations. By working with a skilled business law attorney, a business partner or shareholder can make sure they are taking the correct steps to resolve these issues effectively.

Understanding Breach of Fiduciary Duty

Certain parties have an obligation to act in a way that will benefit someone else. This is known as fiduciary duty, and the party who has this duty is known as a fiduciary, while the party to whom the duty is owed is known as a principal or beneficiary. Business partners have a fiduciary duty toward other partners, and a corporation’s majority shareholder has a fiduciary duty toward the other shareholders. 

A fiduciary may be accused of committing a breach of fiduciary duty if they acted in a way that benefited their own interests or the interests of a third party instead of benefiting the company. These cases may involve the claims that a fiduciary has failed to uphold one or more of the following types of obligations:

Businesses often rely on contracts to protect their rights and financial interests. A legally binding contract will ensure that both parties will meet their obligations, which may include making payments by a certain date, performing certain types of services, or following restrictions such as the non-disclosure of sensitive information. If one party fails to follow the terms of a contract, this can cause problems for the other party, including financial losses or the disruption of business operations. In these cases, a business may pursue litigation to address a breach of contract, and if they can show that the other party did not meet their contractual obligations, the court may award certain types of remedies.

Options for Resolving Breach of Contract Issues

When considering an alleged breach of contract, a court will look at factors such as the nature of the breach and the harm caused to one party by the other party’s failure to meet their obligations. A material breach of contract will involve a substantial failure by one party to abide by the terms of the contract, and in these cases, the other party may be released from their contractual obligations, and the breaching party may be required to take certain actions. A partial or minor breach of contract will usually involve a less significant violation of the contract’s terms, and the non-breaching party may still be required to meet their obligations, but the other party may be required to address the non-breaching party’s losses or damages.

The remedies that may be ordered by a court in a breach of contract case may include:

Business owners have multiple options for structuring their company. During the business formation process, the selection of a business entity can ensure that a business will be able to operate correctly while providing owners or partners with protection from liability. Establishing a business as a limited liability company (LLC) can offer many advantages, including flexibility and the ability to utilize pass-through taxation. In Florida, certain types of professionals can create a professional limited liability company (PLLC), which will provide them with many of the advantages of a standard LLC.

Advantages of a PLLC

Professional services providers who require professional licenses or other forms of legal certification or authorization can establish a PLLC. These providers include:

• Doctors, surgeons, and other medical providers

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Of the various different types of contracts that affect a business, partnership agreements are among the most important. These types of agreements can be especially beneficial for startup companies, but they may also be used for many other types of businesses as well, including new or expanded business ventures or existing businesses that will be adding new partners or shareholders. When drafting a partnership agreement, a company’s partners will need to work with a business law attorney who can ensure that they understand their rights and the best ways to protect themselves and ensure that their business will be able to operate successfully for years to come.

Terms to Include in a Partnership Agreement

A good partnership agreement will fully detail all issues related to how the business will operate and how partners will work together to manage the company. Issues that a partnership agreement will need to address include:

• Percentage of ownership - Each partner’s ownership stake in the business will often depend on their contribution to the company, including by investing money or other assets. 

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In today’s “gig economy,” more and more companies are working with independent contractors. This can provide a number of benefits, including allowing employers to meet certain types of temporary needs and offering workers the flexibility to decide when and how they will complete work. However, business owners should be aware of legal issues that may affect them when they use independent contractors, and by working with a business law attorney, they can protect themselves from liability and ensure they are meeting all of their legal requirements.

Classification of Workers as Employees or Independent Contractors

Employees are guaranteed certain rights that may not be available to independent contractors. These include the right to receive minimum wage and overtime pay, eligibility for workers’ compensation and unemployment benefits, and the ability to receive benefits through their employer. A business may prefer to use independent contractors for certain types of work in order to cut down on costs, but misclassifying workers as independent contractors when they should be considered employees can lead to a variety of legal issues.

In the state of Florida, a set of “common-law rules” are used to determine a worker’s classification. These rules look at: