Practice Areas Business Contracts & Commercial Litigation

Appeals
Arbitration and mediation before JAMS and AAA
Breach of representations and warranties
Business and commercial contracts
Conversion and civil theft
Breach of fiduciary duty
Fraudulent transfers and piercing-the-corporate-veil issues
Insurance claims
Investor fraud and stockbroker liability
Lender liability
Shareholder, joint-venture, membership, and partnership disputes
Trade secrets, covenants not to compete, and unfair competition
Unfair and deceptive trade and business practices

A business dispute rarely affects only a contract. It can interrupt cash flow, strain ownership relationships, delay a transaction, expose confidential information, or divert management attention from operations. Gherman Legal represents companies, owners, investors, lenders, and professionals in Miami and throughout South Florida in contract and commercial disputes that call for both legal analysis and business judgment.

The objective at the outset is to identify the governing document, the promised performance, the alleged breach, the available cure, the economic loss, and the most useful forum. The answer may support a targeted demand, negotiated standstill, mediation, arbitration, lawsuit, injunction, or defense strategy. It may also show that a proposed claim is weaker—or more expensive to prove—than the first account suggests.

Contract formation, enforceability, and scope

The analysis begins with the agreement and the full transaction record: amendments, schedules, emails, invoices, purchase orders, notices, course of performance, and communications concerning consent or waiver. A signed writing is essential for some agreements, while other obligations may arise through conduct, partial performance, or equitable theories. The Florida Statute of Frauds refresher explains when a writing is required and why courts construe the rule carefully.

Restrictions on competition require special discipline. Florida generally requires a signed writing for a restrictive covenant, and an oral promise will ordinarily not substitute for one. Can an Oral Non-Compete Be Enforced in Florida? examines the signed-writing requirement, lost agreements, expired covenants, and related confidentiality or property claims.

Choice-of-law, forum-selection, arbitration, assignment, notice, limitation-of-liability, indemnity, and fee provisions may shape the dispute before the merits are reached. The firm’s guides to Florida choice-of-law rules and assignment of contract claims address two issues that frequently change who may sue, which law applies, and where the matter proceeds.

Performance, breach, and damages

A persuasive contract case ties each requested remedy to the actual promise and proof of performance. Material breach, substantial performance, conditions precedent, acceptance, inspection, notice, and an opportunity to cure can determine whether performance remained due. Florida breach-of-contract guide identifies the questions businesses should ask before declaring default or stopping their own performance.

Damages ordinarily seek to place the nonbreaching party in the position it would have occupied had the agreement been performed, subject to causation, foreseeability, certainty, mitigation, contractual limitations, and the evidence. Nominal damages may be available after a breach is established even when substantial loss is not proven, but a lawsuit should still be evaluated as an economic decision. Florida Contract Damages discusses nominal damages and other rules that affect recovery.

Attorney’s fees are not automatically recoverable merely because a party prevails. Florida generally requires a statute, contract, or other recognized basis. Fee exposure can materially affect settlement and motion practice, so the relevant provision and applicable fee law should be analyzed early. See Florida Attorney’s Fees Explained.

Ownership, fiduciary-duty, and related-entity disputes

Shareholder, member, partner, and joint-venture disputes may involve access to records, distributions, control, self-dealing, competing ventures, misuse of company opportunities, or transfers to related entities. The governing agreement and statutory framework matter, but the books, communications, and sequence of transactions often determine what can be proved.

Contract claims may coexist with fiduciary-duty, fraud, conversion, civil-theft, fraudulent-transfer, or unfair-competition theories, but each has distinct elements. Pleading every possible label can increase cost and distract from the strongest theory. A focused case architecture separates the contractual promise from any independent duty or misconduct and identifies which remedies are legally and commercially meaningful.

Urgent relief, negotiation, and litigation

Some disputes require immediate attention to confidential information, customer relationships, ownership control, transferred assets, or ongoing performance. Before seeking an injunction, counsel should assess the threatened harm, likelihood of success, notice, bond, evidentiary record, and whether the requested order is specific enough to enforce.

Other matters benefit from a precise pre-suit demand, cure proposal, accounting protocol, standstill, or mediation before positions harden. If litigation or arbitration is necessary, pleadings and discovery should be organized around the decisive documents, witnesses, damages model, and available dispositive motions. Most commercial matters resolve without a full trial, but the settlement position is strongest when the case is prepared to be tried.

Potential remedies and business considerations

Depending on the claim, relief may include compensatory damages, restitution, reliance damages, quantum meruit, specific performance, declaratory relief, an accounting, temporary or permanent injunctions, prejudgment interest, taxable costs, and attorney’s fees when authorized. Punitive damages require an independent legal and factual basis and are not a substitute for contract damages.

The commercial analysis should consider the probable collectible recovery, defense exposure, fee shifting, insurance, operational disruption, confidentiality, management time, appeal risk, and the value of preserving—or ending—the business relationship. A legally valid claim can still be a poor business investment; a well-timed resolution can sometimes create more value than a later judgment.

Representative matters

The firm’s published Results include a 2025 judgment of $663,412, including fees and costs, in a commercial-loan dispute; a 2025 successful appellate defense of a $685,000 judgment in a commercial matter; a 2026 bench-trial ruling imposing joint and several liability for an unpaid judgment exceeding $846,000 after the court pierced a company’s veil; and a 2016 order granting partial summary judgment on liability for the firm’s client before the matter later settled and was dismissed.

Past results depend on the facts and law of each matter and do not guarantee or predict a similar outcome in any future case.

Attorney perspective

Sergiu Gherman advises and represents businesses through pre-suit analysis, litigation, arbitration, mediation, trial, and appeal. His approach connects the governing agreement and evidence to the client’s operational priorities, budget, and realistic enforcement options.

Frequently asked questions

How much does a business or contract dispute cost?

Cost depends on the number of parties, scope of discovery, motion practice, expert issues, forum, urgency, and whether the matter proceeds to trial or appeal. A phased plan can identify early decision points and reserve more expensive work for issues that may change the outcome.

How long can commercial litigation take?

A default matter may conclude in roughly three to four months; a mediated resolution may take approximately eight to twelve months; and a case requiring trial may take eighteen months or longer. Court calendars, discovery, arbitration procedures, appeals, and multi-party issues can extend those estimates.

Will the case go to trial?

Many business disputes resolve by negotiation, mediation, dismissal, default, summary judgment, or arbitration award. No lawyer can responsibly predict the path at the outset, so the case should be prepared to preserve trial options while testing practical settlement opportunities.

Can attorney’s fees be recovered?

Sometimes. Florida generally follows the rule that each side bears its own fees unless a contract, statute, or recognized equitable basis authorizes an award. The wording of the provision, claims asserted, procedural steps, and result can all matter.

Related Florida legal guides

General information only; not legal advice. Reading this page or contacting the firm does not create an attorney-client relationship.

Business Contracts & Commercial Litigation