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Civil Litigation and Business Disputes
Civil litigation encompasses a wide range of legally contested disputes, ranging from commercial litigation to tort actions between two or more entities or individuals. Money is usually at the heart of these disputes, although the direct subject of the dispute can sometimes involve real property, intellectual property, or the enforcement or exercise of a legal right. The broad spectrum of litigants involved in civil litigation ranges from multinational corporations to individuals. We handle a wide variety of these matters, particularly in light of our dual emphasis on litigation and corporate matters. Naturally, business disputes often involve intricate corporate and business issues that need proper analysis and perspective in preparation for successful litigation. With attorneys from corporate and litigation backgrounds, we handle all aspects of our clients’ business and personal disputes, regardless of whether our client is a plaintiff, a defendant or both. Civil litigation matters fall into a wide spectrum of areas:
Breach of Contract
A contract is a legally enforceable agreement creating obligations between two or more parties. A breach consists of a violation of some obligation under that contract, whether it be omitting to perform an act that is required or engaging in some act that is prohibited. Fundamentally, breach of contract is the cornerstone of most commercial litigation, since almost any business agreement creates a contract. Some common subjects of breach of contract disputes include real estate transactions, sale of a company or firm, promissory notes, agreements to provide goods or services, employment agreements, partnership agreements, and non-compete agreements.
Breach of Fiduciary Duty
A fiduciary is one who owes to another the duties of good faith, trust, confidence and candor. Thus, a fiduciary owes a fiduciary duty to those who rightfully place a high degree of trust in the fiduciary. For example, a corporate officer owes a fiduciary duty to the shareholders of that corporation. The members of a partnership owe each other a fiduciary duty. Trustees owe a fiduciary duty to the beneficiaries of the trust. Breach of fiduciary duty is an abuse of trust and is often a cause of action that parties raise when involved in commercial disputes.
Fraud is simply an intentional, knowing misrepresentation of the truth, or the concealment of a material fact in order to gain an advantage over another party or to cause that party to act to its detriment. Business disputes often involve fraud, since lies, deceptions, and machinations are so often the cause of those disputes. In cases of fraud, the aggrieved party may be entitled to have the contract terminated (a solution known as “rescission”) or may seek other monetary damages, including, in some cases, punitive damages.
In many professions, the most valuable asset a person has is his or her reputation. Unfortunately, reputations can be damaged or ruined instantly by a misinformed or malicious individual or organization. A false or misleading statement about one's business can cost goodwill, money, or both. In legal terms, this sort of reputational harm is known as defamation. The written form of defamation is known as libel. The spoken form of defamation is known as slander.
Whether defamation targeted at you is written or spoken, the harm can be long-lasting and far-reaching, particularly in the Internet age, where a nasty rumor or outrageous statement can turn into an ugly “Google tattoo” that can rear its ugly head repeatedly for relatives, friends, business associates, clients, and anyone else to see. In addition to aggressive legal action, we have the media savvy and experience to launch a proactive media campaign on behalf of clients.
Certain business disputes can be brought pursuant to a statutory proceeding, as opposed to a standard action for common law causes of action. For instance, New York’s BCL (Business Corporation Law) provides certain mechanisms for seeking remedies by owners of a company, including dissolution of the company. Under Section 1104 of the BCL, holders of at least 50% of a corporation can petition for dissolution of the company in the event of an intractable deadlock. Under 1104-a, holders of 20% or more of a corporation can seek judicial dissolution on various grounds, including the controlling parties are engaged in waste, fraud, or oppressive behavior. When a petitioner seeks dissolution on 1104-a grounds, other shareholders have an absolute right for 90 days to purchase the petitioner’s share at fair value (not necessarily the same as market value) as of the day before the petition is filed. The election to purchase the petitioner’s shares is generally irrevocable and avoids dissolution. Section 702 of the Limited Liability Company Law also gives members the ability to seek judicial dissolution.