The three distinct but broad categories of claims that are commonly brought in business disputes in Florida are those grounded in contracts, those based on torts, and those provided by statute. Contract claims may be predicated on a written or oral agreement or a contract implied by law. Torts are claims based on negligence or intentional bad acts. Statutory claims are those where a specific statute defines the claim and the relief. Lawsuits are not the only forum within which businesses can address their disputes. Businesses also have arbitration and direct resolution methods including mediation in addition to the court system. Therefore it is more appropriate to define these claims within the context of the more inclusive concept of business disputes as opposed to limiting them to just lawsuits.

1. Common legal claims in Florida business
disputes
The three distinct but broad categories of claims that are commonly brought in business disputes in
Florida are those grounded in contracts, those based on torts, and those provided by statute.
Contract claims may be predicated on a written or oral agreement or a contract implied by law. Torts
are claims based on negligence or intentional bad acts. Statutory claims are those where a specific
statute defines the claim and the relief.
Lawsuits are not the only forum within which businesses can address their disputes. Businesses also
have arbitration and direct resolution methods including mediation in addition to the court system.
Therefore it is more appropriate to define these claims within the context of the more inclusive
concept of business disputes as opposed to limiting them to just lawsuits.
Contract claims that can be brought in business
cases
The following are some of the most common contract based claims that can and are brought in
business lawsuits.
Claims based on written contracts
The simplest definition of a contract is an agreement to provide a service or product for some value.
The value is the consideration for the promise or agreement. For example one party may agree to
ship product in return for the other agreeing to pay for that product. Most sophisticated
businesspeople recognize that the best way to avoid legal problems in business is to use written
contracts that are properly prepared by competent legal counsel. Claims that are based on a written
contract are dependent on the terms of those contracts. In some cases the damage resulting from a
breach may be monetary and in other cases the agreement itself can be undone. That remedy is
called rescission. Whether a contract is legally enforceable, whether a breach has occurred and can
be proven, and the remedies available to the non-breaching party are predicated on the unique
facts of the contract.
Claims based on oral or verbal contracts
Contracts can also be oral but with oral agreements the difficulty often is establishing the terms that
were allegedly agreed upon by the parties. In some cases the verbal contract may not even be
enforceable by operation of something called the Statute of Frauds. Because of the difficulties and

2. uncertainties associated with verbal agreements most modern businesspeople shy away from such
deals in favor of properly documenting their business arrangements in a written contract.
Claims based on implied contracts
Even in the absence of a written contact Florida law will in some cases allow for the legal fiction of a
contract or one that is said to be implied by law. These claims are called quantum meruit or quasi
contract. They are punctuated by the absence of an express or defined agreement where one party
reasonably believed that there was such an arrangement and performed on that promise. In that
situation the other party can be made to pay because it benefited and under ordinary circumstances
a reasonable person would expect to pay for such benefit. These claims are based in equity which is
another term for fairness.
Equitable claims
Unjust enrichment is another equitable claim that commonly appears in business disputes where
there is no contract or express agreement. This claim is based on the fact that a business provided
some valuable service or product and that it would be unfair or unjust for the other side that
knowingly accepted it to not pay for that. Unjust enrichment is often brought as a parallel claim even
where a contract exists. But the party bringing the claim cannot recover on both an express contract
claim and unjust enrichment so they often add an unjust enrichment claim just in case the contract
is found unenforceable or invalid for some reason.
Claims based on invoices
Invoices that businesses send to customers differ from a common contract in the sense that they are
not a written agreement with defined terms signed at the initiation of business relations by both
parties. But they can form the basis for the additional contract-based claims in business disputes of
account stated and open account. In an account stated claim there has been a promise to pay on a
prior transaction to which the amount was agreed to be correct. In contrast in an open account claim
there was an agreed price for goods that have actually been delivered. While it may not appear that
there is a great difference between the two claims the distinction is why many businesses
intelligently place provisions on their invoices to the effect that amounts that are not disputed within
a certain time are deemed to be agreed and accepted. That allows for enforcement of the invoice
under these claims.
Partnership and employee contract claims
Finally business contracts are not limited to agreements with vendors or suppliers. A business will
also normally have contracts internally between the partners and with employees and independent
contractors working for the business. The colloquial term of partnership agreement encompasses
corporate bylaws and shareholder agreements as well as limited liability company operating
agreements. Whether an Inc. or an LLC is the best entity for your business is addressed in another of
my business law articles. The benefits of one and whether you need an operating agreement for
your LLC is also the subject of a separate article.

3. Likewise whether restrictions like non-competes on employees and independent contractors are
appropriate is addressed in greater detail in my writing on the benefits of non-compete, non-
disclosure, and non-solicitation agreements. Just as with a contract with a party outside of the
business like a vendor or supplier the terms of the contract between the partners or with the
employee or contractor control the narrative of the dispute. Having a proper legal contract prepared
by competent counsel and following the express terms of the agreement are the core issues that
impact these claims. The documents that can protect your business are addressed in more detail in
my other article on that topic
Tort claims in business disputes a.k.a. business
torts
As explained above torts are claims that are based on negligent acts or intentionally bad actions.
They are not based on any contract or agreement. Aside from business disputes torts are claims that
commonly appear in personal injury and car accident cases. In business disputes tort claims are
often used to address the conduct of a person or party. Because they are grounded in the actions of
another they also support a variety of damages including punitive damages.
Online defamation and negative reviews
One common business tort that has percolated in business disputes in recent years is online
defamation. Defamation includes spoken slander and written libel. Online defamation has become
an issue for businesses in recent years because of the ease with which the defamer can post
statements in multiple forums that gain a wider audience partly thanks to search engines picking up
the comments.
Such defamatory comments can impose serious harm on a business and decimate its reputation
and earning ability. But not all negative online comments or reviews are defamatory and there is a
balance within the law between constitutionally guaranteed free speech and the business tort of
defamation that causes harm to a business. It takes an experienced attorney to determine whether a
defamation case exists and can be proven. One key point to note is that before a business can bring
a claim for online defamation it must give a five-day pre-suit notice as required by Section 770.01 in
the Florida Statutes.
Breach of fiduciary duties
Other business torts that address bad conduct are breach of fiduciary duties and interference with
the business. An insider such as a partner often has a legal duty to the business and to other
partners. Violating or breaching that fiduciary duty can result in liability to the business, the partners,
or both. In contrast the torts of interference with business relationships and interference with a
contract are more often directed at the conduct of a party outside of the business such as a
competitor.
Conversion and fraud claims

4. When a person takes the property of a business for their own use that action can support the
business tort claim of conversion. The subject may be money or other property that belongs to the
business and is taken by an insider who does not have a right to it and refuses to return it.
There are also business torts that address promises or statements made in the context of business
deals. These are claims like negligent misrepresentation and fraudulent misrepresentation. These
claims are based on a person intending that the recipient of their statement will rely on and act on
that misrepresentation and some are deemed fraud claims. Similar to equitable claims in contract
actions it is the unfairness of the situation that supports and results in damages on these claims.
Injunctions and misappropriation of goodwill
Damages in business torts are not limited to monetary damages. Oftentimes a party will seek an
injunction in connection with certain business tort claims which is a unique type of claim in and of
itself. There are temporary and permanent injunctions that can prevent specified acts and those that
can mandate certain actions. Injunctions must be based on competent evidence and may require
some amount of money in a bond.
Finally there are business torts that focus on the impact of conduct on the business instead of the
impact on an individual. These kinds of claims include trade name infringement, theft of trade
secrets, and misappropriation of goodwill. Many of these claims now cross over with statutory claims
because they first existed in common law and then statutes like the Uniform Trade Secrets Act
(UTSA) found at Chapter 688 of the Florida Statutes were brought into existence. However most
sophisticated businesspeople understand that the legislature has provided them with more efficient
mechanisms to address these issues for example with the UTSA and trademark statutes. As aside
process of how to trademark your business logo is very simple in Florida and following the link will
take you to my business law article about that. A business that chooses not to avail itself of the
available statutory remedies can still bring these tort claims when a competitor benefits from taking
its name or logo or stealing its trade secrets. But in many cases the statutory mechanism is much
more efficient as long as the business first undertakes what is required to use them such as
registering a trademark.
Statutory claims available to businesses in disputes
In addition to contract and tort claims it is appropriate to address the third category of statutory
claims that lie outside of both contract and tort claims. Most laws enacted in Florida do not address
private business deals as the terms of those are left up to the parties. Our legal system is not
structured in such a way as to have statues that regulate or guide private business transactions. But
there are some statutes that have been enacted to protect consumers and businesses that impact
private business dealings like Florida’s Deceptive and Unfair Trade Practices Act (FDUTPA) and the
Uniform Commercial Code (UCC).
Florida’s Deceptive and Unfair Trade Practices Act

5. The FDUTPA primarily focuses on consumer issues but has been used in certain business disputes
that warrant the claim. These statutory claims are often brought where a contract did not provide for
recovery of attorney’s fees and the statute does. Hence statutory claims in business disputes are
often a mechanism by which to include or inject attorney’s fees into a dispute where they are
otherwise not recoverable.
Florida’s Uniform Commercial Code
The UCC has a rich history and was created many decades ago to standardize claims in shipping
and commerce. As the name suggests it is generally uniform across the states to promote the
smooth operation of the engine of commerce. The UCC gives businesses an efficient mechanism by
which to resolve shipping related claims. While the UCC goes beyond shipment of goods one of its
more common claims in business disputes are those that relate to non-conforming goods. When
one party delivers goods to another that are misrepresented or not as advertised the UCC provides
remedies designed to be more efficient than common law tort claims or even breach of contract
claims.
One unique manner in which I have applied the UCC in business is in the classic car industry. Classic
cars are a commodity and have a significant value. Too often unscrupulous sellers will make claims
as to the genuineness of a classic to sell it for more. That misrepresentation supports certain tort and
fraud claims and may breach a sales contract but it usually also qualifies as a non-conforming good
under the UCC. That makes the process more efficient and provides remedies that might be
unavailable or more difficult to obtain in contract or tort.
Civil Theft
Lastly Florida law allows for civil damage claims on certain criminal actions like theft. Appropriately
the claim is called civil theft. Civil theft claims carry with them treble damages and attorney’s fees.
But they also come with pre-suit requirements that must be strictly followed and have a higher
burden of proof attached to them as compared to contract or non-fraud tort claims.
Summary of Florida business legal claims
Businesses can address their disputes in the courts in arbitration or between themselves even in
pre-suit mediation. The claims that are available to a business in any dispute naturally depends on
the specific facts of the dispute. Those claims can be grounded in a contract or based on the actions
of the other party in tort. There are also certain statutes that apply to business disputes.
Attorneys learn these contract, tort, and statutory claims in school but as in any profession there is
no substitute for experience. Knowing how to construct these claims and how to prove them to a
judge, jury, or arbitrator is the skillset that an attorney brings to the client. That finely honed skill is
the primary reason a business hires an attorney with experience in business or commercial litigation.
In Florida only those attorneys with a high degree of actual experience in trials and arbitrations who
have been positively reviewed by judges and other lawyers can even qualify to take the board

6. certification examination. Only those who pass the board certification exam and are re-certified
every five years qualify to be called Board Certified experts in business litigation. For any business
contemplating bringing claims or defending against them there is no substitute for experience and
expertise. The business should seek out a Board Certified business lawyer to evaluate its situation
and recommend options of what claims the business can bring and prove or how to defend against
them as well as the potential outcome of each claim.
Written by Board Certified business lawyer David
Steinfeld
David Steinfeld is one of the few Board Certified business law experts in Florida.
He has been licensed for over 25 years. He is AV-Preeminent rated, ranked as
one of the Best Lawyers in America by U.S. News and World Report, and
consistently named a Florida Super Lawyer and one of Florida’s Legal Elite.
Dave has also received Martindale’s prestigious Judicial Edition Award for high
reviews by Judges, its Platinum Client Champion Award and has a 10.0-Superb
rating on AVVO as well as a 10.0 rating on Justia, lawyer reviews websites.
Check out business lawyer David Steinfeld online for helpful videos and articles on Florida business
law, real estate disputes, and electronic discovery solutions for your business. This article is provided
for informational purposes only.
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