Contracts / Business & Commercial Litigation
Our commercial litigation practice involves representing individuals, partnerships and corporations in disputes arising out of contracts and commercial relationships. It includes claims relating to breach of contract as well as claims arising without contracts. We are experienced in resolving contract-related disputes arising from real estate sales and lease transactions, partnership and shareholder relationships, brokerage and construction agreements, contingency fee disputes, government contracts, and many other complex commercial and financial matters. These cases often involve claims such as fraud, misrepresentation, breach of fiduciary duty, tortious interference, and trade secrets.
We treat every case as though it were to be taken to trial, preparing an order of proof that adapts to the facts and the developing law, communicates core themes, and which is built on careful, relentless, methodical development of the factual record. Whether we are speaking through a motion to dismiss, a motion for summary judgment, or to a jury, our approach is to make our client’s position resonate through a simple, but compelling presentation
While we approach every case as if it will go to trial, we are pragmatists. If we consider it in our client’s best interests to recommend settlement, we will do so. If a case should go to trial, we will take it to trial. Everything we do for our clients is intended to advance their interests while helping them evaluate the costs, benefits and risks of litigation. It is here, in particular, where trial preparation leads to results, whether we take the case to trial or obtain a successful result even before filing of the complaint.
Real Estate Transactions
In our real estate transactions practice, we assist buyers and sellers of both residential and commercial property from the beginning to the end of the transaction. This includes preparing and/or reviewing real estate sales contracts, negotiating real estate contracts, examining title, conducting real estate closings, and issuing real estate title insurance policies.
Real estate closings and title and done in conjunction with our title insurance company, Trinity Title & Escrow, LLC.
We also represent businesses in the review and negotiation of commercial leases, primarily for retail, office, and industrial space.
Partnership and Corporate Law
We represent partners, partnerships, shareholders and corporations in disputes such as actions for an accounting and dissolution of the business relationship, as well as disputes against third parties.
Real Estate Litigation
Our firm has extensive experience in real estate related disputes and litigation, including disputes against developers for the return of preconstruction escrow deposits for condominiums and homes, real estate finance and lender liability disputes, brokerage commission disputes, and transaction-related disagreements.
Business Formation and Transactions
Foreclosure Defense
Our foreclosure defense practice involves counseling and representing individuals and businesses facing mortgage foreclosure. Areas of counseling often include deeds in lieu of foreclosure, short sales, and deficiency judgments.
For those facing foreclosure and having little or no equity in their properties, the best result would be to get the lender to accept a deed in lieu of foreclosure. This means that the property owner is “selling” the property to the lender in exchange for canceling the mortgage and debt owed to the lender. It is important that the parties agree, in writing, that the deed in lieu of foreclosure is in exchange for a cancellation of the complete debt, and that the lender does not have the right to seek a deficiency judgment from the borrower.
Before accepting a deed in lieu of foreclosure, many lenders will require the property owner to attempt a short sale, which is where the lender agrees to accept sale proceeds for the property in an amount that is less than the debt owed on the property. As with a deed in lieu of foreclosure, it is important that that the lender agrees, in writing, that the short sale proceeds is being accepted in exchange for a cancellation of the complete debt, and that the lender does not have the right to seek a deficiency judgment from the borrower.
Before approving either a deed in lieu of foreclosure or a short sale, most lenders require the borrower to complete a current financial statement, proof of efforts to sell the property, two or more years tax returns, two or more months bank statements, and two or more recent pay-stubs.
Deposit Recovery
Our deposit recovery practice is dedicated to assisting purchasers of preconstruction condominiums and houses in the recovery of their deposits in cases where the project developer has violated either Florida or federal law in the registration, marketing and promotion of preconstruction real estate projects, or has otherwise breached the contract by changing the project or by failing to timely complete the project.
Many people assume that the developers’ contracts are “bullet-proof” because the developers hired the “biggest law firms” to prepare their contracts to protect them. Most preconstruction contracts, however, are anything but bullet-proof. In the developers’ rush to the market in 2004-2006, many either over-looked, or simply disregarded laws designed to protect consumers (purchasers). These laws very often permit the purchaser to cancel the contract and receive the return of his or her deposit.
Many developers also gave purchasers draft offering condominium documents in the sales process that were later rejected by the state regulatory agency, thereby permitting buyers to revoke their contracts. Similarly, some developers made changes to the projects and the offering documents, while others violated the federal Interstate Land Sales Full Disclosure Act – either of which may give rise to the right to cancel the contract and receive the return of your deposit.
The most commonly used claims to recover deposits are based upon the following:
• Breach of Contract
• Florida Statutes Chapter 718
• Florida Statutes Chapter 720
• The Interstate Land Sales Full Disclosure Act
• The Florida Deceptive and Unfair Trade Practices Act
Virtually none of the preconstruction projects launched during the last four years were contingent on financing, meaning that the contracts require purchasers to close regardless of whether they can get mortgage financing for the projects. This is significant because the values of the completed projects have plummeted, and are far below the contract prices.
Many of our clients have tried to close on their purchases, only to find that lenders are refusing to provide mortgage loans because the appraised values of the properties are hundreds of thousands of dollars below the contract prices. Developers are generally unwilling to offer discounts down to the current market values of the properties, with many seeking to persuade the buyer to use the developer’s “preferred lender,” whom the developer claims “can get financing for the deal.” Even if the “preferred lender” can get the deals closed, one can only speculate how they can do it when mainstream lenders, such as Countrywide, Bank of America, Washington Mutual, etc. are refusing to finance based on true market appraisals.
Both the state and federal statutes have statutes of limitations, so it is critical that purchasers wishing to seek recovery of their deposits act immediately. It is also critical that those wishing to recover their deposits protect the portions of their deposits remaining in escrow by not ignoring closing letters and default letters from the developer. Instead, a lawyer should be retained to protect your rights, and your deposits in escrow, immediately upon receiving closing or default letters from the developer.