Drafting and Disputes

Drafting and Disputes

Promissory Note Drafting and Disputes

A promissory note is a contract between a borrower and a lender, for the promise to repay an amount of money within a set term with an agreed rate of interest. 

Promissory notes in the business context are often unsecured debt given based on a relationship of trust.  When a borrower is unable to repay an unsecured promissory note the lender should become nervous. 

Litigating these cases can often be challenging because in some cases credit may have been extended for a specific purpose, such as purchasing equipment for a business, but a proper lien or security interest was not obtained.  In this scenario a companion cause of action to establish an equitable lien may be appropriate.


Personal Guarantee Drafting and Disputes

A personal guarantee is a promise, usually from an officer or director of a corporation, that the individual will be liable in the event the corporation fails to meet a contractual obligation. 

Personal guarantees are often used in commercial lease scenarios, but can also be useful in the event a lender or contracting party requires additional assurance before agreeing to extend credit or enter into a contract. 


Purchase and Sale Agreement and Earnest Money Disputes

The term “Purchase and Sale Agreement can refer to a real estate transaction, or to the conveyance of a business. 

Such an agreement is a contract wherein one party agrees to sell and another party agrees to give compensation for the subject matter of the agreement. 

These disputes can be resolved by an action for damages or for an action for Specific Performance, which is asking the court to force one party to complete the contract. 

Often Purchase and Sale Agreement disputes relate to who will keep a good faith, or earnest money deposit when a deal goes bad. These disputes require review of the contract to determine who is entitled to the deposit. 

There can be three parties to an earnest money dispute: they are the buyer, the seller, and the person in possession of the deposit.

  • Violation of Non-Compete Agreement
  • Shareholder, Member and Partnership Disputes
  • Defamation, Libel, Slander
  • Tortious Interference with Advantageous Business Relationship
  • Fraud in the Inducement
  • Fraud
  • Contract Drafting and Review
  • Insurance Company Bad Faith
  • Construction Lien and Construction Litigation

Disputes between an owner and contractor or a contractor and its subcontractors can result in nonpayment for work performed and materials provided to a construction project. 

Florida law allows a person or entity providing labor or materials to a construction project to preserve a lien on the property for the amount owed.  However, in order to properly preserve a lien, the person seeking the lien must strictly adhere to the statutory timeline and must satisfy all conditions precedent to filing suit on a claim of lien. 

Failure to follow the law and meet the statutory deadlines for serving a notice to owner, claim of lien, and filing of a complaint to foreclose the claim of lien can result in dismissal of the complaint and may result in an award of attorney fees to the owner.

  • Civil Theft
  • Real Estate Litigation
  • Mediation, Arbitration and Settlement