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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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When two sides negotiate and enter into a commercial contract, the law gives them very wide latitude in how they structure that deal and what terms they put into the final contract. The law does not, however, gives parties carte blanche in what they do; there are certain things that are out of bounds as a result of statutes or case law. Getting the most from your commercial contract, then, includes ensuring that the terms you’ve negotiated for and agreed upon are not rendered unenforceable by the law. To make certain your agreement meets these standards, make sure you have representation from a knowledgeable Atlanta commercial contracts lawyer.

A recent breach of contract case before the federal 11th Circuit Court of Appeals highlights an example of this concept. The parties were a North Carolina-based bank and several Venezuelan holders of commercial bank accounts, including a law firm and an investment firm. The contract that governed these accounts was something the bank called its “Commercial Bank Services Agreement.”

The agreement imposed certain obligations on the account holders. It said that the account holders had only 30 days to inform the bank about any unauthorized transactions on their accounts and that they had only 10 days to notify the bank if they failed to receive a monthly statement from the bank.

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Being served with a lawsuit is stressful for any business owner. Being served with a civil Racketeer Influence and Corrupt Organization (RICO) Act lawsuit — with its ominous-sounding title and the risk of possibly owing triple damages(!) — can be eminently more stress-inducing. Before having a panic attack, however, keep in mind that many civil RICO claims are bogus, improperly pled, or both. That doesn’t mean you should not take it seriously; quite the opposite. Rather, it means that, with the help of a knowledgeable Atlanta civil RICO lawyer, you have the possibility of getting that RICO claim dismissed before trial.

There are many very specific pleading requirements that civil RICO imposes, which means you may have multiple areas of attack within your motion to dismiss, as a recent 11th Circuit Court of Appeals RICO case demonstrates.

The plaintiff, in that case, was a Florida-based “assisted living and senior care services company” that ran a website through which service providers would connect with seniors in need of care.

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When a commercial tenant feels that it cannot timely pay its full rent obligation, this potentially creates issues for both the tenant and the landlord. A landlord can begin taking action or can allow the tenant to pay late and/or pay less than the full rent. Both landlords and tenants need to know that, when the latter happens, that step potentially triggers certain legal ramifications, such as the waiver of terms and/or the creation of a “quasi-new agreement.” As a Georgia commercial landlord, you should make sure you’re consulting with a knowledgeable Atlanta commercial leasing lawyer before you acquiesce to nonpayment, late payment, or partial payment of rent.

The Georgia Court of Appeals addressed that issue last year. In that circumstance, the contract was a commercial sublease agreement in Atlanta. The subtenants, two law firms, allegedly fell behind in paying rent, so the sublessor, an insurance company, eventually took them to court.

The sublessor won in the trial court. The trial judge granted summary judgment in its favor on its claims, as well as all of the subtenants’ counterclaims. The insurance company had a problem, though, and the subtenants used it to score a success in their appeal.

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A recent ruling from the 11th Circuit Court of Appeals (whose decisions directly control federal cases in Georgia, Florida, and Alabama,) is a reminder that even the most seemingly perfunctory parts of an agreement, up to and including the definitions contained in the contract, can be crucial. Whether you’re negotiating a commercial agreement or seeking to enforce one that you already executed, an experienced Atlanta commercial contracts lawyer can help you ensure that your business interests are protected to the fullest.

In that recent 11th Circuit breach of contract case, the agreement involved two insurance entities. Although many insurance contract disputes involve issues specific to insurance law, the issues that were front-and-center in this case were ones common to most contractual relationships (and contract law.) Chiefly, the issue of ambiguity versus “plain meaning.”

One entity, a Florida-based company, provided insurance to local governments in that state. The insurance company had a contract with a New Jersey-based reinsurer where the latter promised to reimburse the former for certain claims occurring during the coverage period. (A “reinsurer” is an insurance entity that offers financial protection/coverage to other insurance companies.)

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Non-lawyers often associate the Racketeer Influenced and Corrupt Organizations (RICO) Act with mobsters and gangs. RICO’s reach spans far beyond that, though. The statute allows for civil actions, making a federal RICO claim a potentially powerful weapon in a business dispute. Pleading requirements for federal civil RICO are complex, however, creating many traps for the inexperienced. If you or your company is on the receiving end of one of these weaponized RICO claims, get in touch with a knowledgeable Atlanta civil RICO lawyer, who can review your case, and perhaps dispatch that RICO claim before a trial even begins.

Some years ago, the federal First Circuit Court of Appeals in Boston described civil RICO claims as “the litigation equivalent of a thermonuclear device.” That’s partly because civil RICO claims offer plaintiffs the potential of recovering large sums via the treble (in other words, triple) damages. Sometimes, these claims are a means to an end, such hopefully forcing a defendant to agree to a settlement.

As a pair of recent cases illustrate, there are numerous ways a plaintiff’s federal civil RICO claim can fail. In a Missouri federal court, a bank accused the heirs of a famous 20th Century American painter of violating the RICO law. The judge noted a glaring weakness in the bank’s case, which dealt with the required “pattern of racketeering activity,” according to NPR in Kansas City.

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When it becomes necessary to sue a supplier, a distributor, a designer, or another commercial contract partner, you probably have some general expectations. This includes facing vigorous opposition. So, you may wonder, what do you do if the entity you sued simply does… nothing? Fortunately, the law has a process for that but, like all other civil litigation procedures, it is vitally important you complete every step correctly. To that end, even when yours is a lawsuit in which the defendant is not participating, it is still extremely valuable to have a knowledgeable Atlanta commercial contracts lawyer on your side.

A contract dispute from here in Atlanta shows what we mean. An architectural designer, as part of its work erecting a canopy system at the Atlanta international airport, inked a deal with a supplier to purchase steel and other materials.

The supplier allegedly shipped non-conforming materials and also failed to pay all of its own suppliers and subcontractors as required by the agreement. Based on those breaches, the designer terminated the agreement and later sued.

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Sometimes, what you need from your commercial contract litigation action is an appropriate sum of money damages to compensate you for the harm you suffered before and during the litigation. Sometimes, though, no amount of money can compensate you for the harm someone’s misconduct is causing. When that happens, there’s another option for relief. It’s called a preliminary injunction and, if you need one, a skillful Atlanta commercial contracts lawyer can help you obtain that sort of court order.

Many times, a party seeks a preliminary injunction to get the court to order another party to stop doing something. Other times, though, what you need is a court order directing a party to do something. That was the challenge facing a Columbus-based home builder recently.

The builder had inked a land purchase agreement to obtain “residential building lots” from a husband, his wife, and several corporate entities associated with the couple. That contract contained a specific schedule for the provision of 1,600 lots.

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When you’re negotiating a commercial contract, there are many things on which you may be focusing during that process. Most of them will probably relate to aspects of what will transpire during the life of the arrangement. What’s essential not to overlook, though, is also getting the best “out” options possible. A good termination clause in your agreement can be vital in allowing you to escape a bad deal without potentially running into breach-of-contract issues. A knowledgeable Atlanta commercial contracts lawyer can help you as you negotiate that deal, and then defend the terms of the contract you signed.

A supplier agreement case from here in north Georgia shows a practical example of this in action. The parties were a large nationwide chain of high-end grocery stores and a small Norcross-based Greek yogurt manufacturer.

Six and one-half years after the sides negotiated and executed their supplier agreement, the manufacturer received a letter from the grocery terminating the contract immediately. The letter did not indicate that the manufacturer had breached the terms of the contract; in fact, it stated no reason at all for the termination. This spurred the manufacturer to go out of business and assign its rights to an asset recovery firm, which sued the grocery.

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