Protecting your financial interests in the face of a legal dispute can be a challenging task, and the guidance of a bold, tenacious, and creative attorney may be vital. Marin County business litigation attorney Michael S. Biggs has over 10 years of experience advising clients throughout Northern California. He provides an extra edge to his clients by thinking outside the box in the complex and sometimes esoteric matters that he regularly handles. Mr. Biggs maintains his main office in San Rafael, a staffed office in San Francisco, and a satellite office in Walnut Creek, from which he can represent people throughout Marin, Sonoma, Solano, and Contra Costa Counties. He recognizes that any form of litigation is adversarial, and he is ready to provide the combination of high-quality investigatory skill, strategic focus, tactical judgment, and precise understanding of the law that you need in these situations. Mr. Biggs also is available to represent clients who are seeking a public sector employment law attorney or guidance in a trust litigation or personal injury matter.Protecting Your Interests During Business Litigation
One of the most common types of legal disputes that a business may encounter involves breach of contract or contract interpretation. Most entities engage in contracts with other businesses or individuals. When the terms of the contract are less than clear, or when one party fails to perform its duties under a contract, the aggrieved party can bring a claim to enforce the agreement and recover any damages associated with the other party’s breach. There are also many situations in which circumstances change after a contract is made, giving one of the parties a sound legal basis for canceling or voiding the contract. Contract disputes may involve a broad range of matters, including purchase and sale agreements, employment contracts, insurance contracts, partnership agreements, and licensing agreements.
Businesses may also face conflicts regarding real estate deals and transactions. If you lease the land on which your business operates, ensuring that you will be able to continue enjoying the space is critical to your business’ viability. Lease agreements with businesses can be complicated, involving multi-year conditions and terms governing whether or not the business has the right to re-lease the property at the expiration of the original lease term. Many businesses find themselves in trouble after failing to thoroughly read and understand the terms of a lease agreement. An experienced business litigation lawyer can help Marin County businesses navigate a tricky leasing dispute.
Another common dispute that may arise related to the operations of a business involves an alleged breach of fiduciary duty. This is a set of obligations that require acting in good faith, fairness, honesty, and loyalty, among other things. For example, partners in a partnership must further the common benefit of all partners in actions that they take related to the business. They may not engage in self-dealing that benefits their personal interests at the expense of the partnership, and they must refrain from becoming involved in conflicts of interest. Partners may not make secret profits but instead must inform the other partners and get their consent when a transaction involving the business would give them a personal benefit. If a certain partner would obtain a greater benefit than the other partners, that partner must inform the others of that benefit.
To some extent, a partnership agreement may determine the scope of each partner’s duties to the others, but a partnership agreement cannot completely eliminate fiduciary duties. When a partner brings a claim against another partner based on a breach of fiduciary duty related to alleged self-dealing or a conflict of interest, the partner who is alleged to have engaged in the improper conduct may be held responsible. If the plaintiff’s claim succeeds, the partner who acted improperly may be held liable for any losses that the other partners incurred as a result. An audit by a forensic accountant sometimes plays a vital role in determining whether misconduct occurred, such as a failure to candidly disclose a potential conflict of interest.
Candid disclosures are also important when a business is being purchased or sold. Someone who is selling a business has a mandatory duty to disclose any problems to a buyer of which the seller knows or reasonably should know. Any material misrepresentation, whether it is an affirmative statement or an omission, may constitute grounds for a fraud claim. The standard for determining whether a statement or an omission is a material misrepresentation is whether it would be expected to cause a buyer to abandon the acquisition or change key terms of the agreement, such as the price. In addition to proving that a material misrepresentation occurred, a buyer bringing a fraud claim would need to show that he or she reasonably relied on the misrepresentation in completing the deal.
If the seller, the buyer, or both should have realized that the business would go bankrupt, the seller may be required to pay back the purchase price during the bankruptcy process. This may arise when a seller gives a buyer unreasonably optimistic expectations about the company’s future growth that prove to be unfounded, causing the buyer to take on too much debt. The sale of the business would be considered a fraudulent conveyance in these circumstances.
Misconduct by a partner or someone else who runs a business is not the only way in which its interests and the interests of people involved in it may be undermined. Some other situations involve wrongful acts by another business that may harm the interests of your business. For example, a claim for tortious interference may arise when another business interferes with the contracts or business relationships of your business. To prevail, a plaintiff must show that there was an economic relationship with a third party that would have led to a reasonably probable future economic advantage for the plaintiff. The defendant also must have been aware of this relationship, and it must have known (or have been reasonably expected to know) that its failure to act with due care would interfere with the relationship, causing the plaintiff to lose at least some of the relationship’s economic value. The defendant must have acted negligently, and the defendant’s negligence must have caused actual damages to the plaintiff by disrupting this economic relationship. Remedies for wrongful acts that cause harm to a business may include not only monetary damages but also an injunction, which is when a court orders a party to refrain from engaging in a certain course of conduct.
In addition to disputes between businesses or between the people who control a business, litigation may arise between a business and its employees. An employee who loses his or her job sometimes may bring a wrongful termination claim against the former employer. The employee usually will base this claim on an argument that the employer fired him or her for having a protected characteristic, as provided by the California Fair Employment and Housing Act (FEHA). Protected characteristics include race, gender, pregnancy, religion, age, sexual orientation or gender identification, and a physical or mental disability, among other traits. Termination may be actionable even if it is not actual but constructive, which happens when the employer creates such a hostile working environment for the employee that a reasonable person in that situation would feel forced to leave the job.
Another common situation in which a wrongful termination claim may arise is when an employee is allegedly fired as retaliation for blowing the whistle on the employer’s misconduct. Whistleblowers report business wrongdoing that harms the government, and they are protected by law from retaliation, which may consist of not only termination but also other adverse actions, such as suspension, demotion, or harassment.
Businesses also may need protection from libel and defamation claims brought by former or current employees. False accusations of misconduct on the job or false statements by a former employer to a new or prospective employer may form the basis of these claims. Since damages awarded in these cases may be substantial, amounting to three times the actual losses suffered by the employee, it is critical to enlist legal representation without delay if this type of claim may be on the horizon.
Other areas in which the guidance of a business litigation attorney may prove useful include defending against actions brought by consumers who allege certain types of wrongdoing by a business. If someone is hurt while using an item that your business made, you may be faced with a personal injury claim under a theory of product liability. Some of the most common ways to defend against these cases include arguing that your product was not defective or unreasonably dangerous, the consumer was adequately warned of the potential risks, or the product was used in a way that could not reasonably have been anticipated.
Consumers also may bring claims under the Unfair Competition Law in California, which prohibits false and misleading advertising. Plaintiffs must show that consumers would be likely to be deceived by the advertising, taking its entire impression into account, and that they were actually misled by the advertising and incurred damages as a result. Businesses often may defend against these claims on procedural grounds, such as standing or the statute of limitations.
These are just some examples of situations in which the representation of a knowledgeable attorney may be vital to protect your business. Additional situations may include franchise litigation, insurance coverage disputes, and matters regarding Internet law, among other examples.Retain a Dedicated Business Litigation Attorney in Marin County
If you are concerned that a legal dispute may be on the horizon, Marin County business litigation lawyer Michael S. Biggs can help. He is a confident advocate in the courtroom, and he takes pride in maintaining strong lines of communication with clients, colleagues, and the courts. When it comes to negotiations, he can explain complex issues to anyone and build bridges between clashing parties. Mr. Biggs can advise residents of Marin, Sonoma, San Francisco, Contra Costa, and Alameda Counties. Call us 415-789-5823 or contact us online to set up a free consultation. Mr. Biggs also can guide people who need a personal injury attorney or assistance with a public sector employment law or trust litigation matter.