Ocala · The Villages · Gainesville · Central Florida · Florida’s Nature Coast
Whether we are asked to establish a start-up business to fulfill a lifelong dream, consult on asset protection or successorship planning, or draft acquisition documents, our initial conversation is always centered around the goals and motivations that are driving our clients to take the proposed action. Only once these issues are understood can we customize our legal services to address our clients’ personal issue.
Our Business Law section assists in the creation of business entities, the preparation of corporate records and governing documents for business entities, and the drafting and review of all manner of contracts — employment agreements, non-compete and confidentiality agreements, licensing agreements, leases, contracts for sale and purchase of both real and personal property, promissory notes and security agreements.
While we are rarely called upon to litigate documents we have drafted, we are often called upon to litigate these types of agreements. That experience lets us identify potential sources of disagreement during the negotiation process, so those matters are resolved amicably at the front end rather than in extensive litigation on the back end. In this manner we are able to save our clients both time and money over the long term.
There are times when litigation simply cannot be avoided. In these instances, McGraw, Rauba & Mutarelli will be fully prepared to defend our clients’ interests. We have extensive experience in litigation involving asset purchase agreements, shareholder disputes, collection matters, non-compete disputes, intellectual property disputes and general business disputes.
Admitted to practice: all state courts in Florida, all Federal District Courts in Florida, the 11th Circuit Court of Appeals and the United States Supreme Court.
Even if a pressing legal issue is not currently on your mind, we invite you to call us and make an appointment for a business entity wellbeing check-up. As Benjamin Franklin said, “an ounce of prevention is worth a pound of cure,” and as Bill Gates added, “treatment without prevention is simply unsustainable.”
Oral contracts can be just as enforceable as a written agreement in most situations. However, an oral agreement will require a court to evaluate the conduct and intent of the parties in attempting to determine the terms of the agreement. In contrast, parties to a written contract are bound by the terms of their contract.
A court is powerless to rewrite the clear and unambiguous terms of a voluntary contract in an attempt to make an otherwise valid contract more reasonable from the standpoint of one contracting party. Courts are prohibited from rewriting a contract, interfering with the freedom of contract, or substituting their judgment for that of the parties in order to relieve one of them from the apparent hardship of an improvident bargain. When dealing with a written contract, the only time a court can look to the conduct and intent of the parties is when a term is ambiguous and susceptible to multiple reasonable interpretations — and even then, only to resolve the ambiguity.
Consequently, in the drafting of an agreement it is important that the words and terms used are specific enough to avoid ambiguity. Every attorney can share stories of litigation cases that resulted in thousands of dollars of attorney’s fees that could have been prevented if a few hundred dollars in attorney’s fees had been spent in drafting the agreement. McGraw, Rauba & Mutarelli can help you make certain your agreement is properly documented to prevent unnecessary hassle in the future.
The formation of a business entity such as a corporation or limited liability company can generally be utilized to effectively limit liability. The laws of this state permit the use of a business entity to protect business owners from personal liability stemming from business activity. However, this protection is subject to certain limitations.
If it is shown that the corporation is formed or used for some illegal, fraudulent or other unjust purpose, the protection will be lifted. The lifting of this protection is known as “piercing of the corporate veil.” Courts are reluctant to pierce the corporate veil and will do so only in a court of competent jurisdiction, after notice to and full opportunity to be heard by all parties, and upon a showing of cause which necessitates the corporate entity being disregarded in order to prevent some injustice.
Courts may also pierce the corporate veil where a business entity is so organized and controlled, and its affairs so conducted, as to make it merely an instrumentality or adjunct of another business entity. Florida courts recognize that when a subordinate or servient corporation is being controlled by and being liable to a superior or dominant corporation for its acts, the superior or dominant corporation can be held liable in an action at law for the negligence of the former.
The corporate veil may be pierced if it can be shown:
To satisfy the first test, the dominant business entity must exercise control to the extent the subsidiary “manifests no separate corporate interests of its own and functions solely to achieve the purposes of the dominant corporation.”
Talk to us about your matter
At McGraw, Rauba & Mutarelli, we represent individuals, corporations and more in the realm of business law pertaining to the formation of a business or corporation; drafting and revising contracts, non-competes, employment agreements and other documents; merging, buying or selling a business; and other areas that are often plagued with disputes between parties.
Find the answers to the most-asked questions about business law in Florida from the experienced business law attorneys at our Ocala law firm.
Business law is a branch of civil law that governs business transactions as well as partnerships, corporations, and other legal business entities. If you are interested in how these laws apply to your unique business situation, talk to an Ocala lawyer who specializes in this field at McGraw, Rauba & Mutarelli.
This is a complicated issue that should be discussed with an Ocala attorney. In general, a business can be legally structured as a:
These each have a set of rules dictated by both federal and Florida law, as well as several subtypes.
Subchapter C and S corporations are the two most common ways for a business to incorporate. Both offer protection from personal liability, but there are a few key differences. In general, S corporations are small businesses and all profits “pass through” directly to the shareholders, who are generally the owners. C corporations are larger and profits do not pass directly through to shareholders. Consult an Ocala law firm if you are unsure which subchapter to choose.
A corporation is usually treated like its own legal entity, with shareholders and owners sharing no liability. However, in some circumstances, a court will ‘pierce the corporate veil’ and hold an individual responsible for the actions of a corporation. The assistance of a business law firm is crucial in situations like this.
There is a great deal of overlap. When you go into business with another person, this is a partnership. When you undertake a single project with another person, it is a joint venture. Talk to a corporate law firm if you are unsure which set of laws applies to you.
Nonprofit corporations have a mission outside of making profit. There are several different kinds of nonprofit, and all are tax-exempt to some extent.
In general, there should be an initial meeting with minutes taken when a corporation is formed and then at least annually thereafter. Corporate meetings can be held more often if needed.
A buy-sell agreement is important for all business owners and should be drafted with the help of an experienced business lawyer. This agreement describes what should happen in the event of an owner’s retirement, bankruptcy, incapacitation or death. It also can affect the sale of one’s share in a business.
In a corporate merger, one or more businesses become part of another business. This can happen either from the formation of a new company and dissolution of the individual companies that merged or through a legal merger in which the companies each retain their names and identities.
When a small business is first starting out, you may be able to handle many tasks yourself. As a business grows, it is important to consult with a business lawyer in Ocala to limit your liability and ensure that you are compliant with Florida and federal laws.
Most businesses need a business plan to provide direction for the company and to acquire necessary funding from financial institutions.
Funding for a business can come from investors, selling shares in your business, or getting loans from a bank.
This depends heavily on your industry and the nature of your business. Talk to a business law firm to ensure you have the appropriate paperwork to legally conduct business in Florida.
This also varies by your industry. Our business law firm can give personalized advice to protect you and your business.
Every payment to and from your business should be recorded. In addition, you should keep records related to employees and to potential legal events (such as a fall on your property).
The laws pertaining to each business type are listed on the Florida Attorney General’s website. Contact our corporate law firm if you need more guidance.
It is better to bring more paperwork rather than less to your first meeting with an Ocala attorney. At a minimum, bring business financial statements, a list of advisors, and articles of incorporation if these exist.
If your business is being sued, contact our Ocala law firm immediately.
Title insurance protects you from losses due to title or deed defects or liens on property in which you have a financial interest.
Insurance companies often try to deny a claim if they think they can get away with it. Have your business lawyer contact them immediately; they will reconsider.
You have enough insurance if your insurance meets legal standards for your line of business and will cover all of your losses in an event covered by your insurance. Most business owners need more insurance than the legal minimum.
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