Month: December 2019

Jury Trial Waivers Matter for Your Small Business

Posted on by Andrew Wyman

Everyone is familiar with the concept of “trial by jury.” In fact, the Seventh Amendment of the United States Constitution codifies the right to a jury trial in certain civil cases. As a business owner, you have the ability to include a “Jury Trial Waiver” in the standard terms of your customer contract. In a jury trial waiver clause, the parties agree that if there is any litigation arising out of or relating to their agreement, each party waives its right to have a trial by jury.

As a business owner, why should you want a jury trial waiver clause in your contract? Because in a potential dispute, a judge would resolve all questions of law and fact. This is known as a “bench trial” instead of a “jury trial.” This could work to your advantage because:

• a jury of laypeople may not understand the complex issues that can be involved in litigation

• a bench trial is likely to produce a more predictable outcome than a jury trial

• a jury can be biased against the “bigger guy” and biased in favor of the “little guy”

• a jury trial takes longer and costs more than a bench trial because they require additional work

At Wyman Legal Solutions, we know there’s a right way and a wrong way to draft contracts for small business clients. Let us help protect your legal rights and cash flow. We can review your business contracts for a jury trial waiver or for any other important terms, provisions or clauses. Just reach out to us today and we’ll get started!

 

 

 

Protect Your Company with Merger or Integration Clauses

Posted on by Andrew Wyman

Many people know a verbal agreement and handshake aren’t the same as having  a well-written business contract. Having a written contract that clearly states and integrates all previous negotiations, representations, warranties and agreements will ensure that the deal is crystal clear.

One of the benefits of a properly drafted contract containing a merger or integration clause is that it eliminates the ability of one party to later claim that they were orally promised something that never made its way into the final contract, and that they were duped into signing the contract based upon this alleged oral statement.

Florida law prohibits the introduction of prior outside agreements, negotiations or representations to contradict or change the written terms of an agreement or to invalidate it altogether when a contract is properly and completely integrated. Without a proper integration clause, a party to a contract can use prior representations, negotiations or agreements to help interpret ambiguous contract terms, modify the actual written terms, or to argue that they were fraudulently induced into signing the contract in the first place.

Having a merger or integration clause is especially important when you’re a small business owner who employs salespeople. Why? If you don’t have this clause, you could spend thousands of dollars arguing in court whether your salespeople’s oral representations modified your written contract.

At Wyman Legal Solutions, we know how to draft contracts that include merger or integration clauses for small business clients that will best protect your legal rights and cash flow. If you want a Florida business lawyer to review your business contracts for a complete integration clause or for any other important terms, provisions or clauses, reach out to us today.

Are you Entitled to Attorneys’ Fees if You Prevail in a Lawsuit?

Posted on by Andrew Wyman

As business lawyers, we get a lot of questions about contract law and how to better protect your business from legal risks. I’ll be sharing some of the most frequent and important topics with you over the next month.  For example, many people think that the winner of a lawsuit in Florida automatically has their attorneys’ fees covered by the loser of the case, but this isn’t always true. It actually comes down to what’s in your contract.

Florida law is clear that each party to a lawsuit must bear their own attorneys’ fees and costs UNLESS a contract or a statute specifically authorizes the “prevailing” party to recover their fees from the “non-prevailing” party. Basically, the courts decide who is the prevailing party, and can even decide that nobody “prevailed” in a particular case, and no fees are awarded at all.

Businesses that utilize contracts are often at an advantage over a consumer when it comes to the terms of their business relationships. Having a clause in a contract that specifies your company’s entitlement to litigation costs and expenses, including attorneys’ fees and court costs, is a smart move for any business. But be careful in drafting that clause – it will be strictly interpreted as it is written. If it isn’t clear exactly what is being included, attorneys’ fees may not be recoverable.

Here at Wyman Legal Solutions, we review our business clients’ contracts and make sure they contain the most thorough, expansive, and enforceable attorneys’ fees provisions. We do this so that our clients can protect their rights to recover litigation expenses and attorneys’ fees to the fullest extent of Florida law.

Need a Florida business lawyer to review your business contracts? Contact us today! We can check your contracts for attorneys’ fee provisions, or for any other important terms, provisions or clauses, and make sure your business is protected.