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A successful commercial contract must do many things. One of those objectives is to function correctly if you are the victim of the other side’s breach. To that end, success requires ensuring that your contract is free of provisions or clauses that do not comport with Georgia law and, if challenged, will be tossed as unenforceable, weakening your right to obtain relief. The right Atlanta commercial contracts lawyer can help you to avoid this and other critical pitfalls.

A recent federal case shows what can happen when a contract clause isn’t compliant with Georgia law.

The parties to the lawsuit were a suburban Atlanta-based company that “helps companies select and use computer software to… manage… their business” and a Minnesota-headquartered subcontractor that dealt primarily in training users on software packages like Microsoft Dynamics AX.

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There are various circumstances under which a commercial tenant might continue to occupy a space after their lease term expired. There are also various circumstances where a landlord may decide it needs to eject that holding-over tenant. Landlords should take caution to be certain that their efforts to remove a holding-over tenant are fully compliant with the law and, to accomplish that goal, ensure they have representation from an experienced Atlanta commercial landlord-tenant lawyer.

One reason a tenant might hold over is that the tenant disputes that the lease term has, in fact, expired. That was the circumstance in one recent out-of-state landlord-tenant case.

The tenant business began leasing a space in Midtown St. Louis in 2003. The agreement’s provisions regarding renewals said that the tenant’s rental rate during a renewal period would be “market rent,” and then defined that term to mean “the lesser of rent quoted to prospective tenants within six (6) months prior to the expiration of the Lease term or rent paid by other tenants for comparable space within the surrounding area.”

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Construction contracts can often end up in disputes and, subsequently, litigation. There are many ways that construction contracts (and parties’ contractual rights and obligations) can become complicated and/or disputed. If you’re a party to a construction contract and you’ve been hauled into court — or the other side has failed to live up to their obligations and you need to take them to court — make sure you have the right representation from an experienced Atlanta commercial contracts lawyer.

The construction contract at the heart of one recent breach of contract case filed in federal court here in Atlanta is a good example. The parties were a general contractor and a subcontractor working on a boiler replacement project in Louisiana.

One way a construction contract situation can go awry occurs as a result of “change orders,” which is the industry term for amendments to the original contract. In this case, there were no fewer than six such amendments.

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Binding contracts are an essential tool in conducting business. That includes not just the agreements that govern the transaction of products, goods, and services, but also the contracts that settle disputes between parties. Settlement agreements are essential for declaring each side’s rights and responsibilities. With any settlement agreement, there are three areas where having a skilled Atlanta commercial contracts lawyer on your side can yield a crucial benefit to your side: negotiating the agreement, drafting and executing the agreement, and finally enforcing the agreement.

In this post, we’re focusing on the last of those three items and a recent settlement agreement case from the Georgia Court of Appeals. The underlying case involved a very well-known Atlanta trial lawyer and a law firm. When the two sides’ business relationship ended, they worked out a settlement agreement that included a non-disparagement clause. Non-disparagement clauses can be an essential means to protecting a business’s reputation, especially in this age of ubiquitous social media.

After the sides executed the agreement, the firm sought payment of certain fees. Subsequently, the lawyer allegedly called the firm “crooks,” accusing them of extorting him and failing to prioritize the interests of their clients above their own. He allegedly reiterated the extortion claim and accused the firm of engaging in a “shakedown effort” in a statement he sent to the press and posted on social media.

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Sometimes, commercial contract relationships are less than perfect. Imperfections… mistakes… omissions… and more may crop up in the course of your business relationship. Even when those flaws or errors were on your end, that doesn’t necessarily mean you’re not still entitled to be paid for the work you did. If things have become a bit “messy” — or a lot messy — when it comes to your business contract and payment for the work your business did, you need to be sure you have the right Atlanta commercial contract lawyers on your side to get you fair payment.

One way in which this sort of circumstance can emerge is if the contract you signed ends up being void and unenforceable. Just because your agreement is unenforceable, however, that doesn’t mean you can’t still receive payment under alternate legal theories like unjust enrichment.

That was the situation facing an Atlanta firm specializing in providing advice relative to establishing employee stock option programs (ESOPs) and the Kennesaw-based firearms broker that retained its services.

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When you’re dealing with construction projects and contracts, whether you’re a contractor or a subcontractor, invoicing and payment of invoices are critical parts of the process. If you’re the invoicing party, you want to ensure you’ve done everything necessary to ensure you get paid what you’re owed. If you’re the party receiving the invoice(s), you want to be sure you’re paying only what you’re legally obligated to pay. Either way, advice and representation from a knowledgeable Atlanta commercial contracts lawyer can go a long way toward maximizing the protection of your business interests and your rights.

Unpaid invoices — and a lien waiver — were at the center of one recent federal court contract dispute here in North Georgia. To set the stage, the parties were: a Houston-based contractor specializing in “engineering, procurement, and construction” services and its subcontractor, a Missouri-based site development company. The work centered around a construction project just outside Savannah. The parties’ contracts called for the subcontractor to provide pipes, rack modules, process modules, and pipe insulation, as well as to install certain pipe racks and process modules.

Along the way, the subcontractor submitted roughly $5.2 million worth of invoices for which it never received payment. The contractor asserted a procedural basis for its argument that it didn’t owe the invoiced amounts. The subcontractor failed to “file a claim of lien or affidavit of nonpayment within sixty days of signing a lien waiver,” which was a statutory requirement. The contractor argued that the subcontractor’s failure to file that notice effectively extinguished its right to receive payment on those invoices.

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When you’re confronted by a complaint alleging civil RICO violations, it’s reasonable to be trepidatious. After all, a plaintiff’s success in a RICO case has the potential to trigger triple damages. Take heart, though, as there are also numerous opportunities for you to defeat that RICO claim before it even gets to trial. Whether it’s continuity, causation, the pattern of racketeering activity, or some other required element of RICO pleading, RICO law has many requirements where the price for failing to plead properly is dismissal. If your business has encountered such a complaint, look to an experienced Atlanta civil RICO lawyer to help you achieve your best possible result.

In this post, we’ll focus on one requirement in particular — causation — and one recent RICO case where that was the crux to the defense’s success.

The parties were a startup company that manufactured pallets and one of the startup’s lenders. After the startup defaulted, the lender sued in both state and federal courts. In the federal lawsuit, the lender alleged that a group that included two of the startup’s shareholders, plus two of the startup’s employees, in addition to another of the startup’s lenders and that company’s principals engaged in a RICO conspiracy.

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On courtroom TV shows, the case almost always turns on some dramatic game-changing “a-ha” moment during the trial. In real life, cases play out differently. The key to success often is something less TV drama-friendly. It could be a document request in pretrial discovery. It could be a question in a deposition. Or it could be the skillful use of a procedural rule, either to advance your case or maybe to preserve a hard-earned win at trial. To ensure that you are optimally positioned for success in your commercial litigation action, you need an experienced Atlanta contract litigation lawyer who’s fully versed in doing all the little things (in addition to the big things) necessary for a positive outcome.

A recent contract dispute case that originated here in metro Atlanta shows this truth at work. The case centered around a stock subscription agreement where a Kennesaw-based pediatric medicine practice agreed to buy a membership in an Atlanta-based pediatrics entity.

When the subscriber asked to see the Atlanta practice’s books and records, the latter challenged the subscriber’s assertion of its rights, contending that the subscription agreement contained a scrivener’s error (a/k/a an unintentional mistake in the text of the contract that resulted in the writing not reflecting the true intent of the parties.) Specifically, the practice asserted that the error was a big one: the parties actually intended for the subscriber to obtain membership in an entirely different entity.

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It’s important to recognize that derivative actions have certain specific procedural requirements and that, regardless of the strength of the evidence a shareholder has, the suit will fail if they do not follow these procedural steps. As a shareholder, it is imperative to recognize the grave risk to your case; namely, a dismissal of your claims. As a corporation or its directors, it’s important to recognize how these rules and requirements can work to your distinct advantage, offering you the chance to defeat a claim before it even gets to trial. Whether you’re a shareholder, a director, or a business entity, an experienced Atlanta derivative action lawyer can help you ensure that you are using both the substantive law and procedural rules to your maximum benefit.

A recent derivative action from here in Georgia demonstrates exactly how a procedural shortcoming can scuttle a case.

The corporation at the center of this derivative action was an Atlanta-based entity that provided fuel cards to businesses. The shareholder, J.W., was an Illinois man who alleged that the corporation “engaged in a scheme to artificially inflate its stock price between February 2016 and May 2017.” The corporation also engaged in deceptive marketing of its fuel cards as “fee-free,” despite the cards having a variety of fees like program fees, account fees, and late fees, according to the complaint.

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When you enter into a commercial contract with a client, there may eventually arise a desire to replace that agreement, leading to the execution of a subsequent contract. If problems later arise between the two sides and you need to pursue a breach of contract claim, then it is essential to have an experienced Atlanta commercial contract lawyer on your side who clearly understands all of the laws regarding contract validity and enforcement, and the impact of subsequent agreements on earlier ones.

Recently, the Georgia Court of Appeals weighed in on the issue of the impact of an invalid subsequent contract on an earlier agreement.

The original agreement was a 2001 contract in which a consulting company agreed to provide marketing strategy services to a pair of insurance entities. In 2012, the two sides sought to enter into a new agreement.

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