Employers sometimes ask their employees to sign non-compete agreements which limit the employees from competing against the employer after their employment ends. These agreements are sometimes referred to as "covenants not to compete." In other words, if a person is employed and has signed a non-compete agreement, when their employement ends, their employer could try to prevent the former employee from continuing to work in the same business or industry. Lawyers are often asked if these types of agreements are enforceable in Florida.
When purchasing a business, there are many issues which need to be taken into account. This is true whether the buyer is purchasing the entity, such as a corporation or LLC, or just the assets. This blog entry is focused on what questions to ask when purchasing a business. Future blog entries will address the specific decisions to make regarding these questions. Hopefully, by reviewing these blog entries, you will learn enough to see the importance of getting good legal counsel when purchasing a business.
When considering purchasing an existing business, a common question arises regarding whether to purchase the assets of the business or to purchase the business entity itself. For example, if purchasing a small sandwich shop which is owned and operated by Acme Corporation, should the buyer purchase the assets of the sandwich shop or should the purchaser buy the stock of Acme Corporation? As with many questions under the law, the answer is that "it depends" and the purchaser would be well-advised to seek legal and financial advice.
Prior to 1985, when it came to real estate sales, Florida, like many states, applied the legal principle known as "caveat emptor" or "buyer beware." In essence, that meant that when a buyer bought a property, they did so at their own risk as far as the condition of the property. That trend changed in 1985 with the Florida Supreme Court's ruling in Johnson v. Davis, 480 So. 2d 625 (Fla. 1985).
As discussed in a recent blog entry, Florida has a "statute of frauds" which states that certain types of contracts must be in writing. These include contracts which involve: 1. an agreement to guarantee another person's debt; 2. an agreement for the sale of real property; 3. an agreement for the lease of real property for more than one year; 4. an agreement where the performance is for more than one year; and 5. an agreement for the purchase of goods for $500 or more.