Frequently Asked Questions

In What Situations Do I Need a Contract with Clients?

Miami business attorney Brett Trembly explains that businesses who operate without clear, written agreements are setting themselves up for disaster.

Why do I need a partnership agreement?

Miami business attorney Brett Trembly explains that a partnership agreement is essential for the long-term viability of every business partnership.

How would having a General Counsel help my business?

Miami business attorney Brett Trembly discusses the value of having an attorney available for legal counsel.

What can I do if my client refuses to pay me

If your client refuses to pay you, of course, you always have the option of suing that client. But that’s not always the best answer. Sometimes What’s better is to reach out to the client yourself. Ask what’s going on, try to salvage the relationship. And if that doesn’t get you anywhere, contact an attorney like myself, who can send letters and try to get you paid without having to file a lawsuit, which is really your last resort. And at the end of the day, if it makes financial sense to invest money into a lawsuit, it’s got to be worth enough and we can explore that option at that time as well.

Am I liable for mistakes made by my subcontractors

liability for subcontractors is a very difficult area of why and it’s not an easy answer. It depends who you are if you’re the owner of the premises, generally No, as long as you follow a certain OSHA guidelines and you have relinquished control of the premises, if you’re a general contractor, it depends on your relationship with the subcontractor. So this one is really case specific and it depends on a lot of different factors.

Can I be sued for providing bad or incorrect advice

Hopefully it’s not legal advice because you should not be giving out legal advice unless you’re an attorney licensed in the state of Florida or whatever state you’re in. But generally it depends upon the relationship and if the person to whom you gave the advice, detrimentally relied upon that advice and justifiably relied upon that advice, so it really depends on what kind of advice we’re talking about. But if you’re ever concerned, you should give a disclaimer or don’t give people advice.

My Business partner wants to sell the business, but I don’t. What can I do?

Well, this is a tough but urgent situation you need to talk to an attorney immediately. It depends on what’s in your operating agreement. Each party will have certain rights, whether they have to offer their shares in the business back to the other partners first or if they have the right to force dissolution, a lot of different areas here, but you have to move quickly because if you don’t, you could lose certain rights. So in this case, if you already know that there’s trouble coming with your business partner and they’re talking about getting out of the business, you should see an attorney immediately.

Am I liable if a client’s personal information is stolen from my business

This is a still developing area of law. Of course, we’ve heard about the big examples like Target and Neiman Marcus who have had customer information stolen. It depends upon this the safeguards that you put in place. If you made a reasonable effort to protect that client information, then you should be okay. But it really depends on the type of area because lawyers have a heightened duty to protect client information. So again, it depends upon what area of business you’re in and what precautions you put in place to make sure that you’ve protected your clients valuable information.

What are some of the advantages of organizing my business as an LLC

The advantages of organizing your business as an LLC are really twofold. One, you have certain tax elections where the tax code will disregard the LLC as an entity, and you will have flow through taxes. So you’ll be taxed as an individual and the corporation won’t get taxed and then you later get taxed on the same taxes, if that makes sense. So it makes a ton of sense from the tax side of it. And in terms of liability, which is a limited liability company. That’s really the bigger advantage which is you are not liable or obligated for the debts of the corporation for the contracts of the corporation etc. As long as you follow certain safeguards along the way.

What is an “S” Corporation?

An S Corporation is an election that’s a sole proprietor an LLC, or a corporation can make. It’s not a legal entity but it is how the entity elects to be taxed. So if you elect to be taxed as an S corporation, then the taxes will actually flow through to the owner instead of the company paying taxes once and then the owner or shareholders paying taxes again, on top of what taxes were already paid by the corporation. So it’s something to speak to your accountant about.

How is an LLC different from a corporation?

An LLC stands for limited liability company. And the reason that it has the moniker LLC is because truly the liability of the owner is supposed to be limited as opposed to a corporation who has a lot more exposure to liability through a lawsuit. So if you have a small business, maybe just one to five, six even 10 people involved in the business and LLC is a very good legal entities to select, which gives you a layer of protection between if something happens in the business, somebody suing you individually as opposed to being able to only sue the LLC.

I just received a notice that my business is being sued by a former customer. What are the next steps?

Well, when you’re sued, the lawsuit actually begins when you are served with the lawsuit. So you’ll have that unpleasant experience of IT Process Server, handing you a stack of papers that says you’ve been sued, which is not a fun experience to go through. But don’t feel bad. It’s a part of business. If you’ve been in business long enough, you will run into disputes and legal issues. But you only have 20 days to file a response. So you need to move quickly. You need to find the right attorney and make sure you’re comfortable with that attorney, hire that attorney to go ahead and respond to the lawsuit. You will have your own legal counsel to represent your side of things, who will then respond to the plaintiff’s attorney and the litigation process kind of begins? There’s a lot more than to answer that question, except that please move quickly. If you don’t, you may have a default judgment entered against you, which can be overturned, but it’s more time and costs and legal fees. So you’re going to do yourself a huge favor if you act right away.