Articles Posted in Contracts

Signing an agreement to license your intellectual property is, not unlike signing a lease to rent your commercial real estate, something you enter into with high expectations. You’ve put in lots of work prior to the execution of that contract, and you expect the arrangement will be profitable for both sides. Of course, that doesn’t always happen. If your licensee has failed to pay you what you’re owed, it may be time to sue to collect that money and perhaps collect interest on top of it. When that becomes necessary, look to an experienced Atlanta commercial litigation attorney to help you get the most from your case.

A great many things in this world can be big business, including camouflage patterns. Indeed, one such designer, who had copyrighted an array of camo patterns, was able to make money by granting licenses to use its designs.

One licensee obtained a license agreement to put the patterns on its energy drink containers. Later on, the energy drink’s sales began to decline, and it fell behind on its royalty payments.

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The law of contracts allows entities to contract for many things. You can stipulate where disputes will be litigated, and you can declare what state’s laws should be used for resolving the arguments made in that litigation. When it comes time to negotiate and draft your next commercial contract, deciding on the venue and the law for resolving disputes will be among many vital considerations. Count on an experienced Atlanta commercial contracts lawyer to help you through every step from negotiation to litigation.

So, what happens if your commercial contract contains a venue selection clause but no choice of law provision? This contract dispute from the federal court in Atlanta offers a good illustration.

The parties were “a provider of consulting and sales services to educational institutions” and a provider “of data and analytics products and services to educational institutions.” The parties’ sales referral agreement said that the consulting firm “would act as the exclusive referrer for all of [the data analytics company’s] solicitation of business from the Houston Independent School District.”

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There are lots of ways that a knowledgeable Atlanta commercial litigation attorney can help your Georgia case. Some are things that you probably can identify readily, while others are less obvious. For example, what if a statute that impacts your case gets changed by the legislature while your lawsuit is going on? What happens then? You reasonably might not know, but rest assured that your experienced lawyer will, and will know how to use that change to your optimal benefit.

That’s exactly what happened in one breach of contract case from Savannah. A large manufacturer and supplier of industrial-use sulfuric acid sued the Tampa, Florida-based contractor it hired to renovate a storage tank at the supplier’s Savannah facility.

Allegedly, the Florida firm committed multiple errors, resulting in sulfuric acid leaking from the base of the tank. The Florida entity did its work from 2000 until January 2002. The supplier discovered the leak almost 10 years later, in July 2011. It filed suit in January 2012.

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When your company is sued for a business tort and/or breach of contract, you inevitably have many concerns. One of those is making sure there’s fairness, including fairness concerning the appointment of people who will make factual findings. If an improper person is named in your case, you can take action, but you must know how to take action. Having an experienced Atlanta commercial litigation attorney on your side can pay invaluable benefits to you and your business when it comes to ensuring that your process is a fair one.

Here in Georgia, the court rules allow a judge to appoint what’s called a “special master.” A special master, under the rules, may potentially address the parties’ pre-trial motions, conduct accountings, hold trial proceedings, and make recommended findings of fact, among other things. In other words, this master may have many jobs similar to things a judge might do.

The person holding this role should be free of conflicts. If that’s not the case, then you can potentially use the appointment of an improper master as the basis for a successful appeal, as a recent business tort case from South Georgia illustrates.

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When you are locked in a dispute that leads to commercial litigation, there are several things that go into a successful outcome. Some of those are related to the facts of the dispute, but others are wholly unrelated to the factual matters. Instead, they turn solely on issues of the law and the rules of court procedure. Success, then, relies on not simply having a strong command of the facts of your case but also issues of law and procedure and how to use those to protect your business. This is one of the many reasons why it pays to rely on an experienced Atlanta commercial litigation attorney to handle your case.

If you have brought your lawsuit in state court, you have obviously done so because you and your legal team have concluded that the state court is the best place to litigate and to obtain a fair outcome that will fully compensate you for the harm you suffered. Given that, what you may have to overcome is an effort by the other side to move the case to federal court.

Fortunately, though, there are several potential ways to attack an effort by the other side to relocate your case from state court to federal court. As a recent breach of contract case illustrates, one of those relates to something called “diversity jurisdiction.”

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Whenever you’re preparing to enter into a commercial contract, there are several things that must be done right. Two of these are (1) proper negotiating to get a satisfactory deal and (2) making certain that the written agreement reflects the deal that you negotiated. Each of these steps (and more) is a place where an effective Atlanta commercial contracts attorney can help you advance your business interests. Retaining the right attorney and getting the right contract are vital because once you sign, the courts are probably going to enforce whatever the terms are in the written agreement.

For an example, consider this federal court case between a Florida-based CBD oil distributor and a Central American hemp-based biotechnology supplier. The supplier and the distributor inked a deal in 2014 making the Florida company the exclusive distributor of the supplier’s products.

The relationship went south quickly. Four months after signing, the distributor canceled the contract, accusing the supplier of shipping impure CBD oil in contravention of the agreement’s requirements. The supplier fought back by demanding arbitration of its claims of breach of contract, conversion and tortuous interference. The dispute went to arbitration, where the supplier scored a resounding victory.

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In any commercial contract dispute, details matter. The difference between defeat and success can be just one word that was excluded or included in your agreement, or it could be a statutory obligation your case triggered that you didn’t know existed. That’s why you need more than just mere legal representation; you need a knowledgeable Atlanta commercial litigation attorney who is fully versed on all the ins, outs and nuances your case can implicate.

A breach of contract case from here in North Georgia is a good example. The underlying contract involved a Marietta-based property owner that leased its property to various businesses, including a gas station in Norcross. The contract between the two sides stated that the lessor and the lessee would share the earnings that the machines generated on a 50-50 basis.

In a lot of circumstances, any dispute that arose between the two LLCs would have been resolved through ordinary civil litigation. This was not one of those circumstances. The machines whose earnings generated this dispute were “coin-operated amusement machines,” which are regulated by the Georgia Lottery Commission (GLC).

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Having to pursue commercial litigation can be a complicated matter. It may be profoundly more so when the business partner whom you’re suing is a foreign government. The law provides wide latitude for foreign governments to avoid facing suit in the United States. This protection is called sovereign immunity. There are certain exceptions that remove that immunity and make the foreign government subject to a legal action in the U.S. Whether you are suing a sole proprietorship located five miles from your business or a foreign government, make sure that you protect your business interests by selecting skilled Georgia business counsel.

One recent case that has potential resonance here in Georgia and that involved sovereign immunity was an action that involved an alleged agreement between a Floridian and the government of Venezuela. Ricardo was the great-great-grandson of Joaquin de Mier, whose main significance within history (and this case) was his friendship with South American leader Simon Bolivar. Bolivar spent his final days at de Mier’s home and left his friend with a “treasure trove” of possessions. That trove eventually passed through inheritance to Ricardo.

The Venezuelan government allegedly stated an interest in purchasing the Bolivar collection that Ricardo held. The two sides entered into negotiations. That year, the Venezuelan government flew Ricardo and the collection from the United States to Venezuela. Ricardo believed the two sides had an agreement:  the Venezuelan government would inspect the collection and either would buy it or would, if declining to purchase, return the collection to Ricardo’s possession. Five years later, Ricardo had neither his collection back nor any payment from Venezuela.

In any commercial agreement, there are many terms that can be of great importance. Some may be obvious, while other essential provisions may go “under the radar.” Even something as minute as deciding which state’s laws will be used to resolve any disputes can make all of the difference should you find yourself in litigation. In one recent case, a contract’s clause regarding the controlling law allowed a plaintiff to revive its case because the chosen state had a broader basis for allowing plaintiffs to obtain recovery. Cases like these highlight the importance of making sure you have skilled Georgia business counsel representing you, whether you are negotiating or litigating your contract.

In that recent case, decided by the 11th Circuit Court of Appeals, whose decisions affect federal actions in Georgia, Florida, and Alabama, a group of business entities reached an agreement with a hedge fund for a line of credit. The borrowers eventually became displeased with the lender’s dispersal of funds and asked the lender to allow them to obtain additional financing from another lender. The hedge fund said no. This set of problems allegedly cost the borrowers the chance to complete an acquisition deal.

The two sides continued to encounter problems. The borrower allegedly continued not to receive funds as it should have. According to the lender, the borrower was the party who defaulted. Eventually, the borrowers sued, alleging a multitude of claims. The borrower had a substantial problem with its case, though:  the release provision contained in the agreement documents it signed. Almost all of the claims that the borrowers asserted in their lawsuit were causes of action that they were expressly prohibited from asserting in a lawsuit, based upon the terms of the release.