Civil Litigation Lawyers

Business torts are a category of civil wrongs that go beyond simple breach of contract. While a breach of contract case involves breaking a promise, a business tort involves conduct that is wrongful in itself, separate from any agreement between the parties. These cases often involve intentional misconduct, deception, or interference with your business relationships. If someone has harmed your business through wrongful means, you may have a business tort claim that allows you to recover damages, including potentially punitive damages meant to punish the wrongdoer.

Common business torts include fraud, misrepresentation, tortious interference with contract, tortious interference with business relations, unfair competition, and misappropriation of trade secrets. What these claims have in common is that the defendant engaged in conduct that falls below the standards expected in the business community. They lied, they cheated, they stole, or they intentionally disrupted your relationships with customers or suppliers. The law provides remedies for this conduct because it harms not just individual businesses but the marketplace as a whole.

Proving a business tort often requires showing that the defendant acted intentionally or with reckless disregard for your rights. This is a higher standard than in contract cases, where you only need to show that a promise was broken. But the potential rewards are also higher. Business tort claims can result in compensatory damages for your actual losses, punitive damages meant to punish the wrongdoer, and in some cases, attorneys fees. If your business has been harmed by wrongful conduct, you need to understand both contract and tort theories to maximize your recovery.

A derivative action is a lawsuit brought by a shareholder on behalf of a corporation. When the corporation itself has been harmed by wrongdoing, but those in control of the corporation refuse to take action, shareholders can step in and sue on the corporation’s behalf. Any recovery goes to the corporation, not to the shareholder personally, but the shareholder can be reimbursed for attorneys fees and expenses.

Derivative actions typically involve claims against officers, directors, or majority shareholders who have harmed the corporation through self dealing, waste of corporate assets, breach of fiduciary duty, or other misconduct. For example, if a corporate officer diverted a business opportunity to themselves, paid themselves excessive compensation, or engaged in transactions that favored their interests over the corporation’s, a derivative action may be the only way to hold them accountable.

Bringing a derivative action involves specific procedural requirements. You must usually make a demand on the board of directors to take action, unless such a demand would be futile. You must adequately represent the interests of the corporation and other shareholders. And you must be a shareholder at the time of the challenged conduct. These requirements are designed to ensure that derivative actions are used appropriately, not as harassment.

Contracts are the foundation of business relationships. They create expectations, allocate risks, and provide certainty. When someone breaks a contract, they break a promise that the other party relied on. Whether it is a customer who does not pay, a vendor who does not deliver, a partner who does not perform, or a supplier who raises prices in violation of a long term agreement, breach of contract disrupts your business and costs you money.

Breach of contract cases require proving four elements. First, that a valid contract existed. This could be a written document, an exchange of emails, or even an oral agreement, though oral contracts can be harder to prove. Second, that you performed your obligations under the contract or had a valid excuse for not performing. Third, that the other party failed to perform their obligations. Fourth, that you suffered damages as a result.

Remedies for breach of contract typically include money damages intended to put you in the position you would have been in if the contract had been performed. In some cases, you may also seek specific performance, a court order requiring the other party to do what they promised. This is most common in cases involving unique property or circumstances where money damages are inadequate.

Partnerships begin with promise. Two or more people decide to go into business together. They trust each other. They share the work and the rewards. They build something together. But sometimes that trust breaks down. One partner stops pulling their weight. One takes money that should belong to the partnership. One makes decisions without consulting the others. One wants to sell while the others want to hold. The relationship sours, and the business suffers.

Partnership disputes are particularly difficult because they involve people who once trusted each other. The records may be messy. The lines may be blurry. Everyone has a different version of what was agreed. But the law provides tools to resolve these disputes. Partners owe each other fiduciary duties the highest duties the law recognizes. They must act with loyalty and good faith. They must put the partnership’s interests ahead of their own.

When partnership disputes arise, we follow the money. Where did the revenue go? Who authorized those payments? What were the capital contributions, and who contributed what? We subpoena bank statements. We hire forensic accountants when necessary. We depose the partners under oath and make them explain every transaction. We identify breaches of fiduciary duty and hold wrongdoers personally liable.

Shareholders in close corporations have rights that go beyond simply owning stock. In a company with few shareholders, the law imposes fiduciary duties similar to those that partners owe. Majority shareholders cannot oppress the minority. They cannot enrich themselves at the expense of the company. They cannot freeze out other shareholders without consequence.

Shareholder disputes often arise when majority shareholders treat the corporation as their personal property. They pay themselves excessive salaries while declaring no dividends. They divert corporate opportunities to themselves. They refuse to provide information to minority shareholders. They make decisions that benefit themselves while harming the corporation and other shareholders. Minority shareholders, in turn, may feel powerless to stop this conduct.

The law provides remedies. Minority shareholders can bring claims for breach of fiduciary duty, oppression, and waste of corporate assets. They can seek dissolution of the corporation under Business Corporation Law section 1104, which allows a court to order a buyout or liquidation if the majority’s conduct is illegal, fraudulent, or oppressive. The threat of dissolution alone often forces a buyout at fair value.

A non compete agreement says you cannot work for a competitor for a certain period of time within a certain geographic area after leaving your job. These agreements are common in many industries, but they are not automatically enforceable simply because you signed one. New York courts scrutinize non competes carefully and will only enforce them if they are reasonable.

Courts consider several factors in determining reasonableness. Is the time period reasonable? One year is often acceptable. Three years may be too long. Is the geographic area reasonable? A radius around your former workplace may be reasonable. The entire state or the entire country usually is not. Is the scope of restricted activities reasonable? Preventing you from working in a specific competitive role may be reasonable. Preventing you from working in any capacity for any company in the industry likely is not.

Courts also consider whether the agreement is necessary to protect legitimate employer interests like trade secrets or unique client relationships. If the employer has no real interest to protect, the agreement should not be enforced. And courts consider the public interest. If enforcing a non compete would deprive a community of needed services, courts are less likely to enforce it.

Non solicitation agreements prohibit you from contacting your former employer’s clients or customers after you leave for the purpose of soliciting their business. Some also prohibit you from soliciting your former coworkers to join you. These agreements are more limited than non competes and are often enforceable, but they have important limits.

You generally can work for a competitor. The agreement does not prevent you from taking a job in your field. You generally can accept business from clients who reach out to you on their own. If a former client finds you and wants to work with you, that is usually not solicitation. What you cannot do is actively reach out to former clients and try to pull them away.

Even here, there are defenses. If the client list is not really secret, if the clients were widely known in the industry, if the clients came to you based on your reputation rather than your former employer’s efforts, you may have room to fight. If the agreement is written too broadly, covering clients you never actually worked with or had no relationship with, it may be unenforceable. If you signed the agreement after you started working without new consideration, it may not be valid.

Fraud occurs when someone lies to you, and you rely on that lie to your detriment. In the business context, fraud can take many forms. A seller misrepresents the financial condition of a company you are buying. A partner lies about their contributions or intentions. A supplier promises capabilities they do not have. A customer provides false information to obtain credit. In each case, the liar benefits, and you suffer.

Proving fraud requires showing several elements. The defendant made a false representation of material fact. They knew it was false at the time they made it. They intended you to rely on it. You did rely on it. And you suffered damages as a result. This is a higher standard than breach of contract, where you only need to show that a promise was broken. Fraud requires showing that the defendant intentionally deceived you.

Because fraud requires proving intent, these cases often focus on evidence of what the defendant knew and when they knew it. Emails, text messages, internal documents, and witness testimony can all show that the defendant was aware of the truth but chose to lie. If you have evidence of intentional deception, you may have a fraud claim.

Restrictive covenants are clauses in employment and business agreements that limit what you can do after the relationship ends. They include non compete agreements, non solicitation agreements, confidentiality agreements, and no hire provisions. When these agreements are enforced or challenged, the result is restrictive covenant litigation.

If you are facing a lawsuit based on a restrictive covenant, or if you need to enforce one against a former employee or partner, the stakes are high. For employees, a restrictive covenant can mean being unable to work in your chosen field. For employers, it can mean losing years of investment in client relationships and confidential information. The outcome of restrictive covenant litigation can determine your ability to earn a living or protect your business.

Restrictive covenant cases move fast. Employers seeking to enforce these agreements often seek temporary restraining orders and preliminary injunctions within days of learning of a breach. If you are on the receiving end of such a lawsuit, you need counsel who can respond immediately. If you are seeking to enforce an agreement, you need counsel who can act quickly to prevent irreparable harm.

Confidentiality agreements prohibit you from sharing your employer’s or business partner’s proprietary information. Unlike non competes, these agreements are almost always enforceable. Your former employer or partner has a legitimate interest in protecting trade secrets, customer lists, financial information, and other confidential material. You generally cannot take this information and use it for your own benefit or share it with others.

The fight in these cases is usually about what counts as confidential. General knowledge and skills you developed on the job are yours to take and use. You do not have to forget everything you learned. The way you approach problems, the expertise you developed, the relationships you built these are part of you and you can take them to your next job. What you cannot take are specific documents, databases, formulas, or other proprietary materials that belong to the employer.

Employers sometimes overreach in these cases, claiming that everything you know is confidential and accusing you of misappropriation based on nothing more than the fact that you went to work for a competitor. If you are accused of violating a confidentiality agreement, the details matter enormously. What did you actually take? What information are they claiming is confidential? Is it truly secret or is it generally known in the industry?

Tortious interference with contract occurs when someone who is not a party to your contract intentionally causes one of the parties to breach it. This is a business tort that allows you to sue the outsider who disrupted your contractual relationship, even if you also have claims against the party who actually breached.

To prove tortious interference, you must show that a valid contract existed between you and another party. The defendant knew about the contract. The defendant intentionally induced one of the parties to breach it. The defendant’s conduct was improper, going beyond legitimate competition. And you suffered damages as a result.

This claim often arises when a competitor poaches your key employee, knowing that employee has a contract with you. It can also arise when someone spreads false information about your business to induce your customers to break their contracts. Or when a supplier is persuaded to stop supplying you based on improper inducements from a competitor.

What distinguishes tortious interference from ordinary competition is the means used. Legitimate competition is allowed. If a competitor offers better terms and your customer chooses to switch, that is not tortious interference. But if the competitor uses fraud, threats, or other wrongful means to induce the breach, or if they intentionally induce a breach knowing it violates a valid contract, they can be held liable.

The term business divorce describes what happens when the owners of a business can no longer work together and need to separate. Like a marital divorce, a business divorce can be painful, expensive, and disruptive. People who once trusted each other, who built something together, who shared goals and dreams, suddenly find themselves on opposite sides. The business that was their shared creation becomes a battleground.

Business divorces happen for many reasons. Founders develop different visions for the company. One owner wants to grow aggressively while another wants to stay small. One wants to sell while another wants to hold. Personal relationships break down, making it impossible to work together. One owner stops pulling their weight. Disputes over money, strategy, or management become impossible to resolve. Whatever the reason, the result is the same: the business cannot continue with the owners at war.

Resolving a business divorce requires separating the owners’ interests while preserving the value of the business, if possible. Options include one owner buying out the other, selling the entire business and dividing the proceeds, or dissolving the entity and winding up its affairs. The right path depends on the specific situation, the governing documents, and the owners’ goals. Some owners want to keep the business and need to finance a buyout. Others want to cash out and move on. Some businesses can continue with new ownership. Others need to be liquidated.

Franchising is a unique business relationship. The franchisor owns the brand, the system, and the intellectual property. The franchisee invests their capital and labor to operate a location. When the relationship works, both parties benefit. When it breaks down, the disputes can be complex and high stakes.

Franchise disputes can arise in many contexts. The franchisor may claim the franchisee violated operational standards or failed to pay royalties. The franchisee may claim the franchisor failed to provide promised support, encroached on their territory by approving too many locations, or misrepresented the potential of the franchise. Disputes over renewal rights, transfer rights, and termination are common.

Franchise agreements are typically drafted by franchisors and heavily favor them. They often require arbitration, limit discovery, and impose short deadlines for raising claims. They may also require the franchisee to sign releases when renewing or transferring, waiving claims they might have. Understanding these provisions is critical to protecting your rights.

A joint venture is a business arrangement where two or more parties agree to pool resources for a specific project or purpose. Unlike a partnership, which is typically an ongoing business, a joint venture is often limited in time and scope. Two companies might form a joint venture to develop a property, launch a product, or enter a new market. When the venture works, everyone benefits. When it fails, the disputes can be complex.

Joint venture disputes often arise over contributions and returns. One party may claim the other failed to contribute the promised resources, whether capital, expertise, or effort. Disputes over how to divide profits or losses are common. Disagreements about how to manage the venture, what decisions require unanimous consent, and what happens when the parties cannot agree can bring the venture to a halt.

Because joint ventures are often governed by agreements that are less formal than corporate documents, disputes may require interpreting emails, letters of intent, and oral understandings. The parties may have different recollections of what was promised. The venture may have operated for years without a formal written agreement, making it difficult to determine the parties’ rights.

A fiduciary duty is the highest duty the law recognizes. It requires putting someone else’s interests ahead of your own. Fiduciaries must act with loyalty, good faith, and full disclosure. They cannot profit at the expense of those they serve. They cannot compete with the entity they owe duties to. They cannot take opportunities that belong to the entity for themselves.

Fiduciary duties arise in many relationships. Partners owe them to each other. Officers and directors owe them to the corporation. Majority shareholders owe them to minority shareholders. Executives owe them to the company. Agents owe them to principals. Trustees owe them to beneficiaries. In each case, the fiduciary must act in the best interests of the other party, not their own.

When a fiduciary breaches these duties, the consequences can be severe. They can be held personally liable for damages. They may have to disgorge any profits they made. They may be removed from their position. Courts take fiduciary breaches seriously because they involve an abuse of trust that goes beyond ordinary wrongdoing.

Commercial contracts are the backbone of business. They govern relationships with customers, suppliers, distributors, and partners. They set expectations, allocate risks, and provide certainty. When a commercial contract is breached, the disruption can ripple through your entire business.

Commercial contract disputes can involve almost any aspect of business. A customer fails to pay for goods or services. A supplier fails to deliver on time or provides defective products. A distributor breaches exclusivity provisions. A partner fails to contribute promised resources. A licensor pulls rights to critical intellectual property. Each of these situations can give rise to a claim.

Resolving commercial contract disputes requires careful analysis of the contract itself, the conduct of the parties, and the applicable law. What did the contract require? Did the other party fail to meet those requirements? Did you perform your obligations? What damages did you suffer? Are there defenses that might apply? The answers to these questions determine the strength of your case.

Real estate is often a business’s most valuable asset. Whether you own commercial property, develop real estate, lease space, or invest in real estate, disputes can threaten your investment and your livelihood. Real estate litigation covers a wide range of disputes, from contract fights to boundary disputes to landlord tenant matters.

Common real estate disputes include breach of purchase and sale agreements, where a buyer refuses to close or a seller tries to back out. Specific performance cases seek court orders compelling the other party to complete the transaction. Mechanic’s liens are filed by contractors and suppliers who have not been paid. Quiet title actions clear competing claims to ownership. Construction disputes involve defective work, delays, and payment issues. Commercial lease disputes involve nonpayment, defaults, and evictions.

Real estate litigation often involves unique procedural tools. A notice of pendency, or lis pendens, can be filed against property that is the subject of litigation, preventing the owner from selling or refinancing while the case is pending. Mechanic’s liens can be foreclosed to force a sale. Yellowstone injunctions can preserve a tenant’s lease while a dispute is resolved. Understanding these tools is critical to effective representation.

Healthcare providers face unique legal challenges. Doctors, dentists, chiropractors, therapists, and other healthcare professionals must navigate a complex web of regulations, contracts, and relationships. When disputes arise, they can threaten not just your business but your ability to practice your profession.

Healthcare litigation can take many forms. Disputes with hospitals over medical staff privileges or employment contracts. Partnership disputes with other providers. Buy sell disputes when a partner retires or wants to leave. Restrictive covenant disputes that could prevent you from practicing in your community. Investigations by the Office of Professional Medical Conduct that threaten your license. Audits by government programs that could lead to recoupment or fraud allegations.

Healthcare providers also face unique business disputes. Practice acquisitions and mergers with hospitals or private equity firms. Employment agreements that fail to deliver promised compensation. Compensation disputes over productivity, bonuses, and collections. Disputes with billing companies or management services organizations. Each of these requires understanding both the legal issues and the business of medicine.

Data breaches have become a reality of modern business. Companies collect and store vast amounts of personal and financial information about customers, employees, and clients. When that information is compromised through hacking, employee error, or system failures, the consequences can be severe. Affected individuals may face identity theft, financial loss, and invasion of privacy.

If your information has been exposed in a data breach, you may have legal rights. Companies have a duty to protect the information they collect. They must implement reasonable security measures. They must provide timely notice when breaches occur. They must take steps to protect affected individuals. When they fail in these duties, they can be held liable for resulting damages.

Data breach litigation can be complex, often involving class actions on behalf of all affected individuals. These cases require proving what information was exposed, what security measures should have been in place, and what damages resulted. They also involve navigating state and federal laws that impose specific requirements for data security and breach notification.

Software is essential to modern business. Companies rely on software for operations, accounting, customer management, and countless other functions. When software fails, or when disputes arise over license terms, the impact on your business can be immediate and severe.

Software license disputes can involve many issues. A software vendor may claim you are using more copies than your license allows, demanding additional fees. A vendor may terminate your license, claiming you violated terms, leaving you unable to access critical systems. A vendor may fail to provide promised support or updates. A vendor may deliver software that does not perform as promised. A vendor may go out of business, leaving you with unsupported software.

These disputes require careful analysis of license agreements, which are often complex and heavily favor the vendor. They may involve questions about what constitutes authorized use, what rights you have to continue using software after termination, and what remedies are available if the software fails. They may also involve claims under consumer protection laws or laws against unfair trade practices.

Technology development agreements govern the creation of new software, applications, and other technology products. These agreements define who is developing what, when it will be delivered, what it will cost, and who owns the result. When these agreements break down, the consequences can derail your entire project.

Disputes over technology development agreements are common. The developer may deliver late, or not at all. The product may not perform as promised. The developer may claim they own intellectual property you thought was yours. The client may refuse to pay, claiming the work was unsatisfactory. The scope of the project may expand without agreement on additional costs. The relationship may break down entirely, leaving the project unfinished.

These disputes require understanding both the legal issues and the technology involved. What did the agreement require? Did the developer meet those requirements? If not, what is the appropriate remedy? Who owns the code, the designs, and the intellectual property? Can the project be completed by someone else? What damages have you suffered from the delay or failure?

Limited liability companies have become the most common form of business entity for small and medium sized businesses. They offer flexibility in management and taxation while providing liability protection for owners. But that flexibility can also lead to disputes when the operating agreement does not clearly address issues that arise.

LLC operating agreement disputes can involve many issues. Who has authority to make decisions? How are profits and losses allocated? What happens when a member wants to leave? How is the value of a membership interest determined? Can members be forced out? What happens if members cannot agree on major decisions? Operating agreements that seemed clear when the LLC was formed may prove inadequate when disputes arise.

When an operating agreement is silent or ambiguous, New York law provides default rules that apply. But these defaults may not reflect what the members actually intended. Disputes often require examining the history of the LLC, the conduct of the members, and communications about what was agreed. In some cases, members may have oral agreements that supplement or override the written agreement.