BUSINESS LITIGATION

A contract dispute, accusation of fraud or breach of fiduciary duty, a contract, tort, workers’ compensation or employment lawsuit can put your business out of business.  I have the experience it takes to defend your company against unwarranted attacks or to take action to protect the interests of your officers, employees, and shareholders.  If your company has been sued or threatened with litigation, it is important that you act immediately to protect your interests.  Likewise, if your company has been the victim of misconduct by another company or individual, it is important that you act promptly to protect the interests of your business.

Breach of Contract: A “deal is a deal” when you keep your end of the bargain you expect and rely on the other party to do the same. But sometimes contract matters are not so simple. To prove a breach of contract case, it is necessary to prove the following basic elements:

Existence of a valid contract;

performance by you;

breach of the contract by the other party; and

damages caused by the breach of the contract.

If you or your company is the victim of a breach of contract, you might be entitled to damages and attorneys fees caused by the actions of the other party.  If you are the party accused of the breach there may be defenses available to your which excuse your non-performance and bar any recovery against you.

Similar to the breach of contract claim is a suit for quantum meruit.  A quantum meruit claim is an equitable claim where one seeks payment for goods or services where there was no formal contract.  This can be used to prevent unjust enrichment such as when one party performs services for, and with the acceptance of, another person.  If the accepting party was reasonably notified that the performing party was expecting payment, it may be possible to seek payment even without a formal oral or written contract.

Business Torts: Has your business been accused of actions that harmed other businesses or individuals? We can help you deal with the matter quickly.  Has another company or individual interfered in your business relationships?  I can to assist you in collecting the damages caused to your company by the wrongful conduct of another.  A claim for tortious interference with a contract can arise if the following elements are proven:

A contract;

willful and intentional acts of interference;

proximate causation; and

actual damage or loss.

Not all interference creates a cause of action.  There may be justification or a privilege that allows the interference.  If you feel that another person or company has interfered with your contract, or you have been accused or sued by another of doing the same, you should act promptly to defend your interests.

Partnership Disputes: When partners disagree, we will look for solutions and, when necessary, litigate the matter in court.  Are you being accused or sued over a partnership agreement?  If so, I can assist in representing you at the courthouse.  Likewise, if you have been damaged by breaches of a partnership agreement by your partner, I can advise and, if necessary, seek damages for such wrongful conduct.  Partnership disputes can involve the following issues:

 

Breach of fiduciary duty claims (see below).

Breach of contract claims.

Covenants not com compete

Fraud Claims: Has your business been a victim of fraud? Have you been accused of fraud? If so you should act immediately to protect your interests. Generally, the elements of a Common Law fraud claim are as follows:

 

A material misrepresentation;

that was false;

the defendant either knew it was false or made the representation recklessly without any knowledge of the truth;

the representation was made with the intention that the other party rely upon it;

the other party did indeed rely upon the representation; and

the other party suffered damages as a result

Fraud can also arise in the context of a non-disclosure circumstance.  That is, there is no express material misrepresentation.  Instead, the offending party with a duty to disclose, fails to disclose material information with the intention that the other party rely upon their silence.  There still must be reliance and damages as in the express fraud context.  In the event a plaintiff is successful in proving a fraud claim, they may be entitled to actual damages, exemplary (punitive) damages and in some cases injunctive relief.

Fraud can also induce a contract from the start. When the other party makes material misrepresentations to make the deal, or hides important facts if known would discourage the contract then the contract may be voidable and damages recoverable.

Insurance company fraud and bad faith failure to pay under a policy is a special type of fraud case where an insurer misrepresents coverage or patently refuses to pay despite having no lawful basis for the refusal. A jury can award compensatory damages along with punitive damages in these cases.

Trade Secret Disputes: Trade secrets are an important asset to a business. When your business's trade secrets are in dispute, I can help protect you by going to court to stop illegal theft, distribution or use of your company's trade secrets.  Trade secrets can take many forms.  Generally, trade secrets includes information that is confidential to your company and is used to obtain an advantage over competitors.  It can include customer lists, computer programs, sales strategy, financial information, procedures, economic data, prototypes, training information and many other forms of business information and data.  If your trade secrets are stolen - whether by current or former employees, competitors or others - you need to act quickly to stop further disclosure of the information.  This can be done by way of a temporary restraining order and temporary injunction.  In addition, you may be entitled to seek actual damages, exemplary (punitive) damages and attorneys fees.

Breach of Fiduciary Duty: A company's board and officers are held to high standards.  A fiduciary obligation does not arise in all circumstances.  Some fiduciary relationships are found as a matter of law (such as the lawyer/client relationship or a partnership) and others arise based upon the facts.  Once a fiduciary relationship is established, the fiduciary has the following duties in relation to the other party:

 

A duty of competence;

A duty to exercise reasonable discretion;

A duty of loyalty; and

A duty of full disclosure.

In the business context, a partner owes his partners a strict duty of good faith, candor and there is a general prohibition against him using the relationship to benefit his personal interests except with full disclosure to the others.

Employment Litigation:  If your company is accused of discrimination, unfair labor practices, wage and hour violations, leave violations, equal pay violations or faced with an EEOC charge I can help. I have represented numerous companies and successful defended hundreds of these types of claims. I also offer human resource consulting and answer questions about employment policies subject to state and federal laws to help clients avoid litigation.

Covenants Not to Compete: If your company has an employee who has left your company and is now competing in violation of a contract not to compete, you should act quickly to preserve your rights and prevent the violation. Covenants Not to Compete are disfavored under Alabama law and great care and skill must be used to successfully draft and enforce such a provision. Similarly, if you are bound by such a covenant and wish to challenge it, I can help.

Business Formation.When you need a new business formed, I can assist you in getting your new company filed and set up with the necessary operational documents. When it is time to dissolve the business amicably or through the courts, I can help with that too.