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Many people, when negotiating a commercial contract, may tend to focus on the larger items within the agreement. In any commercial agreement, though, it is important to make sure that both the large and the small provisions have received careful scrutiny. An experienced Georgia business attorney can help you ensure that any contract you sign has all of the clauses you require and none of the provisions that would harm your position. Even the most seemingly rote of clauses can be profoundly important, as seen in one federal case from this year in which the outcome turned upon the parties’ inclusion of a “choice of law” provision that required relying upon Kansas law to resolve disputes.

The parties to the agreement that eventually fueled the litigation were a Connecticut LLC and a Kansas-based airplane manufacturer. The parties’ contract called for the manufacturer to sell an aircraft to the Connecticut LLC. Among the contract’s terms was a provision that a wholly owned subsidiary of the manufacturer would manage the jet for the buyer for a period of five years. Another of the terms stated that all contract disputes should be resolved by using the laws of the state of Kansas. When the parties negotiated the deal, the seller indicated that, at the end of the five years, the plane would still be worth 90% of the buyer’s purchase price.

Eventually, the manufacturer decided to sell off the aircraft management business to an outside entity. This took place three years into the five-year term spelled out in the buyer’s contract. The buyer sold the plane, recouping less than 75% of the purchase price. The buyer, displeased with the outcome, sued in federal court in Florida. The buyer contended that the seller had used fraud to induce it to make the jet purchase and had breached the agreement.

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Before the trial on your breach of contract claim starts, there is much work that must be done beforehand to make sure your side has all the information, no matter how great or small, that’s needed for success. When it comes time to do that pre-trial work, make sure you have retained the services of an experienced Atlanta commercial litigation attorney. Your knowledgeable legal team will understand that, sometimes, details that may seem insignificant are actually extremely important.

As an example, we can look at this recent case involving a contract dispute between a Forsyth County apartment complex owner and the Gwinnett County contracting firm it hired to do renovation work on its complex in southwest Atlanta.

A lot of contract dispute cases may be decided on resolution of factual matters (“Did the service provider receive payment or not?”) or else resolution of legal questions (“Did the service provider’s misconduct meet all the elements of a breach under Georgia law?”), but some cases — like this one — can be profoundly influenced by details that, to the untrained eye, might seem trivial.

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Whenever a party to a contract believes that the other side has failed to perform in accordance with the agreement, the results can be complicated. This is especially true if the law gives one party to the contract immunity from suit in certain situations. This is just one of many potential unique challenges that might emerge in a breach of contract situation. An experienced Georgia contract litigation attorney can help you be prepared for whichever unique challenges occur in your case.

One example of a case involving immunity was an Atlanta contractor’s breach of contract lawsuit related to its construction of a cultural center in the Atlanta area. The contractor signed a contract with Fulton County for the construction of a new “Aviation Community Cultural Center” near the Fulton County Airport. The contract included a time term, dictating that the contractor was required to complete its work within 287 days of the date that the county gave it the green light to start work, or the date work actually began, whichever was first.

The contract did contemplate that the work could take longer. The agreement allowed for what’s called a “change order,” which in this case must be a written document signed by both parties, extending the time for completing the work due to changes in project scope, or the emergence of other delay-inducing issues outside the control of the contractor.

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You’ve worked to consummate a commercial agreement. Both sides have signed, and you’ve done the work. Now the other side won’t pay and says that the person who signed wasn’t authorized and that there is no binding obligation to tender payment to you. When faced with this situation, you may find yourself needing to litigate to obtain the payment owed to you. When you encounter these and other conflicts, you need experienced Georgia business litigation counsel to handle your case.

A case in which the hypothetical described above happened in real life was when the owner of a north Georgia-based truck parts company requested a proposal from a demolition contractor regarding some work needed on the parts company’s property. Eventually, the contractor made the proposal to the parts company’s owner, Patricia, and one of her employees, Edwin. Edwin signed the proposal in Patricia’s presence while Patricia was on the phone. Having seen Edwin sign proposals for the parts company before, the contractor did not demand that Patricia sign. Instead, the contractor simply got started and completed all of the work outlined in the proposal.

After the work was done, the contractor delivered an invoice to the parts company, but the contractor did not receive payment, so it sued. At trial (and on appeal), the parts company argued that it never had any obligation to pay the contractor because Edwin had no actual or apparent authority to enter into contracts on behalf of his employer. Actual authority refers to situations in which an entity either expressly or impliedly gives specific powers to someone, who takes on the role of an agent of the entity. Apparent authority occurs in situations in which a third party would reasonably believe that the would-be agent had authority to act on behalf of the entity.

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Whenever you pursue a commercial litigation action, you’ll need to make several choices. It is important to make your decisions carefully because there are legal rules that prevent you from taking more than “one crack” at pursuing certain requests for relief. That’s because of the legal rule of res judicata, and it is just one example of why it pays to have knowledgeable Georgia business counsel representing you.

One example of when this rule mattered and limited a plaintiff’s ability to recover damages was a dispute between a franchisor and one of its franchisees. The Atlanta-based franchisee signed a 25-year franchise agreement with the Sugar Hill-based franchisor of child daycare centers in 2006. The contract had within it terms that called for franchisees to pay to the franchisor certain royalty and advertising fees. Just six years into the relationship, the franchisee announced that it was terminating its agreement with the franchisor. It took down all signs and anything else that bore the franchisor’s name. It also stopped paying advertising and royalty fees to the franchisor.

This lack of payment of fees led the franchisor to sue for the franchisee’s failure to perform under the agreement. Specifically, the franchisor sought fees and interest for the first two months of 2015. The franchisee, however, successfully defeated the franchisor’s efforts in both the trial court and the court of appeals. The key to the franchisee’s success was the two sides’ past litigation history. Shortly after the franchisee repudiated the contract, it also sued the franchisor for negligent misrepresentation and violation of federal franchise rules. In that case, the franchisor filed a counterclaim against the franchisee for its alleged breach of the agreement.

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When you are seeking relief because your contract partner has breached your agreement, there are several ways to achieve success. Some cases require a full trial, with many days of arguments, witness examination and cross-examination, experts and presentation of other evidence, followed by a judgment by the jury (or the judge if it’s a bench trial.) In other cases, you may be able to achieve success by filing a motion for summary judgment and winning that motion, which sidesteps the need for a trial on the issue of liability. Whatever route your case requires, be sure you have legal representation from a skilled Atlanta commercial litigation attorney to guide throughout the process.

To win a motion for summary judgment in a breach of contract case under Georgia law, you need several things. You need proof of the existence of a legally valid contract, evidence that the other side breached the agreement and proof that that breach harmed your business. A failure on any one of these three areas can be fatal to your case.

A recent federal case, however, demonstrates what can happen when you do have all of these required things. The case pitted a prison management firm against its former food distributor. The two sides inked a supply agreement in 2007 and amended it in 2008. Ten years after signing the amended agreement, the distributor sent an email announcing an immediate termination of the contract, declaring that the arrangement was no longer profitable for its business.

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In any LLC, there are limits to what the managing member can do. There are also, however, limits to what an associate member can do to stop a managing member from acting in a way it opposes. Experienced Georgia business litigation counsel can help you determine what your options are when it comes to an LLC dispute.

A recent example was a case that pitted two LLCs against each other, each of whom was in the business of buying, selling, and managing commercial properties, including shopping centers, apartments, office buildings, and others. The two LLCs jointly formed a third LLC, with this one’s purpose being the purchase and ownership of an apartment complex in Columbus, Ga. The LLC that served as the managing member had a 25% ownership, while the other LLC, serving as the associate member, had a 75% stake.

After making the purchase, the managing member identified what it believed was a problem. GDOT had recently installed a median running down the center of the parkway that the complex faced. This meant that residents, as they sought to enter the parkway via the complex’s only exit, could only turn in one direction. This inconvenience allegedly had triggered a downturn in the complex’s occupancy rate.

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Whether you are litigating in federal court or Georgia state court, it is very important to ensure that your side is in total compliance with all statutory demands and procedural requirements. Failing to meet the obligations of these rules can have disastrous consequences for your case. In some situations, even slight missteps could cost you thousands of dollars (or more). Make sure that your interests are completely protected by retaining a skilled Georgia business attorney to handle your case for you.

One recent federal case from the 11th Circuit Court of Appeals demonstrates how damaging a lack of complete procedural compliance can be. The case began when a motel group filed a lawsuit against an insurance company, alleging that the insurance company was liable for breach of contract. The lawsuit started out in Florida state court in 2013, but, as is the case with many commercial litigation actions, the case qualified for removal to federal court, which the insurance company sought in this situation.

Ten days after the removal to federal court, the insurance company submitted to the motel group a settlement proposal that complied with the Florida statutes and the Federal Rules of Civil Procedure. Florida Statutes Section 768.79 gives the recipient 30 days to respond. The motel group did not respond in that time-frame.

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Here in Georgia, the law gives you very broad freedom when it comes to setting up contracts. Generally, you can make your contract say whatever you want, unless it violates the law or violates public policy. This can be a major benefit to you. If you have the right representation from a skilled Atlanta commercial contracts attorney and you get an agreement that clearly protects your interests and plainly places your expectations and objectives down in “black and white,” then you can proceed with confidence that, if necessary later, you can get those terms enforced in court.

A recent contracts case before the Georgia Court of Appeals highlights this. The parties in the dispute were a Rockdale County motorsports vehicle dealership and an Atlanta-based administrator of vehicle service contracts and extended warranties. The parties’ contract called for the administrator to offer its services through vehicle dealerships, and for the dealerships and the administrator to share in the profits.

After a few years, certain sums, which previously had been paid to the administrator, were subsequently directed to a reinsurer controlled by the Rockdale County dealership’s owner. Eventually, the relationship went south, and the reinsurer initiated an arbitration action. The reinsurer argued that the administrator improperly took in fees not authorized by the contract. After the hearing, the arbitrator agreed with the reinsurer and ordered the administrator to pay $462,000 in damages.

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Legal matters can sometimes be like doing a construction job or a home renovation task. Achieving a successful result isn’t just about selecting a goal that you can achieve, but also about making sure that you are using the right tool to get the job completed correctly. In any commercial leasing situation, your lease agreement will give you certain rights. If you think that the other side has not lived up to its obligations under the lease, you may have a right to recovery in court, but, in addition to needing valid proof, you must be certain that you’ve chosen the correct avenue for seeking recovery. In other words, you have to be sure you’re using the right legal tool. If your commercial tenant sues you while using the wrong legal tool, you may be able to obtain a dismissal. A skilled Georgia commercial leasing attorney can provide invaluable advice and representation in your commercial lease-related litigation.

In June, the Georgia Supreme Court addressed such a situation in which a commercial tenant was displeased with an action taken by its landlord and sought assistance from the courts. A non-profit foundation headquartered in Glynn County rented space within a commercial property on St. Simons Island. In the fall of 2015, the landlord filed papers with the county zoning authorities, seeking rezoning of its property and requesting permission to build an addition onto the building in which the foundation rented space. The county approved both of the landlord’s requests six months later.

The foundation was not in favor of the rezoning or the addition that the landlord proposed. The foundation’s legal plan of attack to oppose the landlord’s actions was to go to court and ask the judge either to review the rezoning application and site plan, or else to issue a directive to the county to revoke its approval of the changes.

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