Business disputes do not always fit into a classic box or category. “Partners” in business (including shareholders, members of an LLC or LLP, joint venturers, or those in the chain of manufacture, distribution and sale) frequently disagree about their arrangement, their future, or the best course for their business; and sometimes they cannot agree on a solution to that disagreement.
Partners may have a simple misunderstanding, or one may breach an agreement, fail to pay what is due to the other, or take short-cuts that jeopardize the business venture. Often a “buy-out” that appears simple in concept becomes difficult in practice, particularly where other investors, lenders, landlords or employees have a stake in the outcome.
Ultimately, the courts or arbitrators may select a “winner” or a “loser”; but frequently, seasoned and creative counsel can find a business solution that accommodates each party, reduces the transactional costs (and attorneys’ fees), and can find an exit strategy that reduces the damage that inevitably results if disputes end up in court. If necessary, though, court or arbitration is the “final step” where the irreconcilable disputes are decided. In that case, a client requires expert and aggressive litigation and trial practice that our business litigation attorneys deliver.
The areas of Business Litigation in which Stuart Kane LLP specializes include:
Venture, Partnership, and Entity-Related Disputes
When owners cannot agree, whether in a corporation, partnership, LLC or other venture, lawsuits can be the only way to break a stalemate or discover what management has done. Buy-sell agreements, rights of first refusal, rights of first offer, options and similar arrangements are not always documented in advance, and even when they are documented they frequently are subject to interpretation (or misinterpretation). Entities can be dissolved, liquidated or some elections may trigger a statutory or contractual buy-outright. Lenders and minority investors add a layer of complexity and valuation is almost always disputed, as are minority discounts or control premiums. Stuart Kane LLP attorneys have litigated, mediated, arbitrated, settled or tried such cases and bring a business background and experience to the practical and legal problems that frequently overlap when owners or management had disagreements.
Manufacturer, Distributor, and UCC Disputes
Arrangements between manufacturers, distributors, OEMs and retailers can be complex, especially as parties push for “just in time” delivery, both discounts, specially manufactured parts, exclusive distributorships and the importation of parts or inventory from overseas. Requirements contracts, exclusive supplier arrangements, and exclusive territories add layers of complexity to what could otherwise be a simple supply chain. When such arrangements are terminated there is frequently excess inventory, obsolete parts, legitimate concerns about returns, defects and warranties. Factors and lenders can be catalysts to escalate disputes. Business litigators at Stuart Kane LLP have dealt with many such cases, including obtaining awards of compensatory and punitive damages where a termination was not handled properly.
Claims for breach of contract can range from simple to extremely complicated, depending on the parties, entities, industry, relationships, rights, duties and obligations involved. Our litigation team expertly navigates such disputes, whether the case warrants a creative business solution or an aggressive litigation plan. Stuart Kane’s attorneys bring a deep understanding of both business and legal objectives to contract disputes, providing large-firm expertise and experience at reasonable rates.
Fraud, Misrepresentation, Fiduciary Duty and Accounting Actions
Where a party makes claims against a business associate or partner for fraud or accounting, the relationship has most often already broken down. For this reason, making or defending claims for fraud and accounting can require a highly aggressive approach, which our litigation team can provide. Clients who find themselves tangled in such issues come to us for prompt, honest, and strategic evaluation of such cases so they can plan accordingly, and recover quickly.
Financing, Lender, and Foreclosure Disputes
Our attorneys have supervised, assisted and defended borrowers, lenders, and trustees in actions arising from commercial and real estate loans, foreclosure on real estate, personal property, inventory and liquor licenses. We have litigated disputes concerning pre-payment penalties, charges of usury for charging excessive an illegal interest, wrongful foreclosure and the legal effects of subordination, non-disturbance and attornment (“SNDA”) agreements. We have successfully sought and opposed appointment of receivers and negotiated settlements involving millions of dollars of debt, equity, debentures, puts, calls, security and other devices frequently or rarely used to secure loans.
Unfair Competition and Trade Secret Litigation
Trade secrets and other types of proprietary information provide the foundation for many businesses, especially in today’s tech-intensive world. The importance of protecting proprietary software, customer lists, consumer financial and health information, and other such trade secrets in a highly competitive environment cannot be understated. We have a team of attorneys experienced in protecting these essential assets through trade secret and unfair competition litigation in a wide array of industries, from banking, health care and finance, to manufacturing and production.
Stuart Kane’s trial and litigation attorneys understand that swift action, whether in federal or state court, is essential to protect the client’s interests. We have the expertise and local advantage in initiating or responding to unfair competition and trade secret claims quickly and efficiently.
Defamation and SLAPP Suits
As with fraud and accounting claims, emotions can run high in defamation cases and “strategic lawsuits against public participation” or SLAPP/anti-SLAPP suits. Reputations may have been damaged, important constitutional rights have been challenged, or clients may have already spent significant resources defending against a malicious lawsuit. Our attorneys act as trusted counselors, streamlining the case, minimizing impact, and maximizing results for clients finding themselves caught in such cases.