BUSINESS & COMMERCIAL LAW

Breach of Contract:

In many cases, a business suffers harm if it entered into a contract with another entity and that entity fails to perform its duties and obligations under the contract.  Determining a party's potential for liability often requires an in-depth analysis of many different factors such as the validity of the contract, the language of the contract, the applicable common law, and any applicable statutory law.  Contracts that contain provisions for liquidated damages and attorneys fees also carry with them the potential for increased liability.

Business Torts:

Business torts involve claims such as breach of fiduciary duty, fraudulent misrepresentation and fraudulent omission, and tortious interference with a contractual relationship.  Intentional fraudulent and unlawful conduct by business partners or affiliates can cause severe financial damage and reputational harm to any business.

 

Breach of Fiduciary Duty:

A fiduciary duty is a legal duty or obligation present in some relationships which requires a party to act in best interest of another party.  Fiduciary Duty consists of the Duty of Loyalty and the Duty of Care.  In the corporate context, Directors and Officers of a corporation may owe a fiduciary to duty to the corporation and its shareholders.  Partners in a partnership as well as LLC members and managers often also owe fiduciary duties.  When a person owing a fiduciary duty acts in the interest of themselves or some other party at the expense of the person or entity to whom they owed the duty, the duty of loyalty may be breached.  Failure to disclose a conflict of interest can also breach the duty.  When a person fails to exercise sound business judgment or reasonably prudent care in decision-making, they may breach the duty of care.

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Misappropriation of Trade Secrets:

In New York, misappropriation of trade secrets occurs when someone acquires a trade secret who knows that the trade secret was acquired by improper means.  Improper means generally includes theft, bribery, misrepresentation, or breach/inducement of a breach of a duty to maintain secrecy.  Misappropriation most commonly occurs when a current or former employer or agent of a company appropriates trade secrets or information from that company and uses it for a non-authorized purpose - usually for themselves or a competitor.  Trade secrets are also sometimes misappropriated when two companies are engaged in otherwise legal business interactions, dealings, and negotiations.  Many companies may require individuals or other businesses they have dealings with to sign non-disclosure agreements limiting the use of their trade secrets by the other entity or individual.

 

Professional Negligence and Malpractice:

Certain professionals, including accountants, securities brokers, and insurance brokers, may be liable to their clients if they committed malpractice or if they were negligent in providing a client with a professional service.  Professionals may also be liable for breach of contract or breach of fiduciary duty depending on the nature of the service and the agreement between the professional and the client.