International Arbitration in South Florida

By Kendall Coffey International arbitration is a process for resolving business disputes involving foreign companies and it has a fascinating potential for South Florida and its Russian American community. Similar in some ways to litigation in a court room, arbitration cases are disputes decided by privately appointed arbitrators not judges, and use streamlined procedures to reduce the time and cost of presenting evidence and legal arguments. The results are  either settlements or final, binding and faster decisions about business disputes that could range from how much money is owed to issues of shareholders, partners and ownership rights. Miami has become a leading venue for international arbitration from Latin America which brings numerous successful business people and professionals to South Florida to participate in proceedings that can last days or even weeks. Florida has passed laws to strongly encourage international arbitration including  a procedure that allows foreign lawyers who otherwise cannot practice law in Florida to represent clients here in international arbitrations. Miami’s state courts even have an international arbitration court to review the international arbitration process, one of only two such courts in the U.S. Significantly, like many countries, Russia has passed laws supporting arbitration. Businesses seeking to avoid the risk, uncertainty and potentially enormous expense of litigation, can put provisions in their contracts to require arbitration.  And for Russia, Ukraine and other companies from Eastern Europe, there could be no better place to select for arbitration than South Florida. Not only has Florida provided a strong legal structure for international arbitration (and has spectacular weather), the community has great hotels, restaurants and retail businesses as well as real estate and investment opportunities for participants who come here. ___________________________________ Kendall Coffey is a founding member of Coffey Burlington, PL, based in Miami, Appointed by both of Florida’s U.S. Senators, Mr. Coffey also currently serves as the Chair of the Federal Judicial Nominating Commission that selects those individuals to be considered by the White House to become U.S. federal judges in South Florida. During the 1990s, he served as the U.S. Attorney for the Southern District of Florida, one of the nation’s largest federal prosecution offices. Mr. Coffey has written several books as well as three dozen articles on legal topics in publications ranging from the Wall Street Journal and the New York Times, to the Yale Law and Policy Review. Mr. Coffey serves as a part-time professor in several of Florida’s top law schools and is currently a legal analyst for a leading U.S. television network NBC as well as MSNBC. He is a member of the Russian American Chamber of South Florida. Related posts: Foreclosure Jurisprudence in Florida with Kendall Coffey Top Resources from the Florida Bar Supreme Court Hears Brief About Florida’s Death Penalty How Business Credit Actually...

read more

The Business of Law

Enforcing Foreign Judgments In The United States United States law provides legal remedies to enforce judgments issued by courts outside the U.S. As will be discussed, the key to recovering funds usually begins with identifying where the debtor has a residence and where assets might be found. Additionally, there will be a brief observation about filing lawsuits based on loan documents if no foreign judgment has been issued. A judgment entered outside of the U.S. in states such as Florida, New York and California will usually be recognized so long as some basic procedures are followed. Like most states in the U.S., these states follow the Uniform Foreign Money Judgments Recognition Act (The Recognition Act) which provides that a foreign monetary judgment can be enforced, by the same methods as a U.S. judgment so long as the foreign case meets several requirements.[1] If the foreign judgment provides for recovery of a sum of money and it is “final, conclusive, and enforceable” under the laws of the foreign country, it can become, in effect, a U.S. judgment. If presented correctly to the U.S. court, recognition will ordinarily be granted unless the foreign judgment was issued under circumstances that violated due process, lacked impartiality or integrity, was without jurisdiction, was without notice, was in conflict with another judicial order or violates the public policy of the state where recognition is requested. In many instances, the party opposing enforcement of the U.S. judgment will insist that the foreign court never had proper jurisdiction when it entered the foreign judgment. Another issue that can delay recognition in the U.S. arises if a party defending against the foreign judgment establishes that an appeal from a foreign judgment is pending or will be taken in that country. If an appeal is pending, the U.S. court may postpone any proceedings with respect to the foreign judgment until the appeal is concluded. Unless an exception applies, recognition is essentially automatic. Once the U.S. court finds that a foreign-country money judgment is entitled to U.S. recognition, it is conclusive between the parties to the same extent as other U.S. judgments. As a result, U.S. courts have found that out-of-country judgments act are “enforceable in the same manner and to the same extent as a judgment rendered in th[at] state.”  See Hyundai, 155 Cal. Rprtr. 3d 678 (discussing California law); Attorney Gen. of Canada v. Gorman, 769 N.Y.S.2d 369, 371 (N.Y. Civ. Ct. 2003) (stating that under the New York Act, the recognition of a foreign country money judgment “convert[s] it into a New York Judgment”). Most importantly, once a foreign judgment is turned into a U.S. judgment, the creditor can apply U.S. law to seize assets of the debtor in order to collect the judgment. Florida Florida procedures are among the easiest to apply in winning recognition of a foreign judgment.  Florida does not require that a new lawsuit be brought. Instead, the party seeking recognition begins the process by filing a certified copy of the foreign judgment with the clerk of court and then recording it in the public records in the county where enforcement is sought.  The court’s clerk then mails a notice of the judgment’s recording to the judgment debtor who has thirty days after service of the letter “to file a notice of objection with the clerk of the court specifying the grounds for nonrecognition or nonenforceability.”  If the debtor objects to enforcement of the foreign country’s judgment, then a hearing before the judge is conducted to decide the validity of any objections. If no objections are filed within the thirty day period, then the clerk of...

read more

How Business Credit Actually Works

We all look at credit scores to keep our personal finances in order, but how do you do this for a business? Business credit is an incredibly important aspect of running any business, especially a small business. But how does business credit actually work, and how does it differ from a normal credit report? Personal and Business Credit Reports: What’s The Difference? What is business credit? It is a credit report that is in many ways similar to a personal credit report: it is a document that notes how you handle money and helps lenders estimate the likelihood that you will pay back a loan. Simply put, it measures how good you are with money. However, there are some notable differences. Aside from the fact that an individual’s finances and a business’s finances can differ, you’ll also have to pay attention to different credit agencies. For personal credit reports, TransUnion and Equifax are the standard providers of reports, but for a business it would be wise to pay attention to Dun & Bradstreet, Experian Business, Equifax Business, and Business Credit USA. Both businesses and individuals should care about their credit scores for one simple reason—having a good credit score means being able to easily open additional lines of credit, notably when applying for credit cards or loans. How to Establish Business Credit There are a variety of ways to establish business credit, many of which are similar to ways that one might establish personal credit. Here are a few examples: Incorporate your business. This means moving away from a sole proprietorship, where the business and the owner are effectively the same thing as far as taxes and legality is concerned. Creating a separate entity (like an LLC) is definitely the responsible thing to do. Obtain a federal tax identification number (EIN). Open a business bank account. Establish a business phone number. Open a business credit file with all three business reporting agencies: Experian, Equifax, and TransUnion. Obtain business credit cards to build lines of credit. You can also establish a line of credit directly with vendors or suppliers. Pay your bills on time! This follows the same logic as with personal credit. Show that you can pay off your lines of credit, and your loans and your standing will improve. Related posts: Red Flags When Purchasing a Business Misleading Small Business Legal Advice to Avoid How to Peacefully and Legally End a Business...

read more

Red Flags When Purchasing a Business

Purchasing a business is no easy task. It is a process that requires a great deal of research, contemplation, and lots and lots of paperwork! With so many forms to be signed and assets switching hands, there’s opportunity for mistakes that could really hurt you if left undiscovered. Check out this handy list of red flags to look for when purchasing a business! Wacky Lease Agreement If you’re taking over a brick and mortar location (and you’re renting), you will either have to assume the previous lease from the old business owner, or you will have to negotiate a new lease agreement with the landowner. There may be unwanted fees and restrictions for terminating a lease early, so be sure to do your homework to make sure that you can get what you want at a fair price! Sales Tax or Liquor License Issues Is the business a restaurant or a retail location? If so, you’ll want to look into procuring a liquor license (if applicable) and looking into any potential sales tax debts. For restaurants specifically, only purchasing the assets of a business does not protect you from any previously existing sales tax debts—be careful! The Books Look Cooked This is one of the largest red flags you can see when looking into a business to purchase. You don’t want to get yourself into a legal quagmire by purchasing a business with a lack of records or records that look like they have been tampered with. Stay away! Taxes Aren’t Up-To-Date Outstanding taxes are less troubling than cooked books, but they will still cause you a lot of trouble. The trouble associated with getting your new business’s taxes and records up-to-date effectively increases the cost of purchase. Ask yourself: is it worth the trouble? Equipment and Special Regulations If your business uses specialized materials, heavy machinery, or any other type of technology that requires a great deal of expertise to handle, then you will be subject to additional safety regulations in order to operate. While you are shopping around, be sure to have an industry specialist check into these regulations for you to ensure you aren’t missing anything. Beyond the legal restrictions that you’ll have to comply with, be sure to check that any specialized machinery is in relatively good working order—a costly upgrade might turn your purchase a money pit! Related posts: How Business Credit Actually Works How to Peacefully and Legally End a Business Partnership Misleading Small Business Legal Advice to...

read more

How to Peacefully and Legally End a Business Partnership

Ending a business partnership can be incredibly difficult, especially if you started a business with a friend or family member. During such a trying and emotional time, it is especially important to ensure that you are crossing your Ts and dotting you Is. How to End Your Business Partnership Dissolving a business partnership is governed by state law, so you should check your state’s website for information about their exact process and which forms you’ll need to fill out. It commonly takes 90 days from filing a statement of dissolution to the actual dissolving of the partnership. The purpose of the forms is to make sure that neither party is saddled with the debts or responsibilities of the other party. If you didn’t have an agreement with your business partner, try to work one out for yourself. If that doesn’t work, then finding a moderator would be a great idea. No taxes are required to specifically end a business partnership, but account for business-owned property that has appreciated in value and for payment of business and employer taxes. To learn more about the nitty-gritty of the process, click here. Helpful Tips Be sure to get everything in writing, and don’t be afraid to lean on your contract. You want things to be official, and you don’t want to get stuck without a deal. If this happens, you’ll have to do a lot more work. In general, be kind and generous, yet as reasonable as possible. Most importantly, keep your emotions out of it! You and/or your former business partner are likely emotional at this point, and it is important that you don’t let your feelings (whether remorse or hatred) to cloud your judgment or get in the way of doing the right thing. Define what your mutually desired outcomes are, and try to reach a happy compromise. Hire an attorney! Even if you feel like you know what you are doing, consider hiring an attorney that specializes in business partnership dissolution just to be sure that you are doing everything right. Related posts: How Business Credit Actually Works Red Flags When Purchasing a Business Misleading Small Business Legal Advice to...

read more

2016 Legal Changes That Affect Business Owners

Now that it is 2016, it is the perfect time for business owners to consider new laws that have recently come into effect (or will during the coming year) and how they might influence your business. Below are a few examples of new federal laws or new regulations that you’ll want to know about if you are a small business owner! Changes to Federal Wage Law and Minimum Wage One big change during 2016 will come from the Department of Labor’s amendment of the Fair Labor Standards Act. Most notably, the amendment will require all employers to provide overtime pay to all employees who work more than 40 hours per week, so long as they earn less than $50,400/year or $970/week. What’s more, the beginning of 2016 marks an increase in the minimum wage in many places around the country. These minimum wage increases are for both hourly employees and independent contractors. Keep in mind, though, that not all areas will see this wage increase. For example, if your city has minimum wages that are higher than the expected minimum wage, you likely won’t notice any difference. Pregnant Workers Fairness Act (PWFA) This law is expected to establish new guidelines designed to protect the rights of expectant parents in the workplace. It was drafted with the intention of mandating employers to make accommodations for the realities that arise during pregnancy, childbirth, and associated medical conditions. While PWFA is not an official act yet, most legal experts expect it to pass sometime in 2016. It was proposed in September of 2015 and was referred to the Congress’s Subcommittee on Workforce Protections. Local Laws These are mostly federal laws, and there may be other laws and regulations that have recently come into effect. Stay vigilant and keep your ears to the ground so that you don’t miss out on anything that is happening in your area. Check out this insightful article from the Denver Business Journal to learn more about new employment laws that every employer should know! Related posts: Misleading Small Business Legal Advice to Avoid How Marketers Can Avoid Legal...

read more