Transactional Work

When a business hires an independent contractor, it needs an agreement so that the business and the contractor have a full understanding of the rights and expectations between the parties.  These agreements often times require careful consideration and understanding of the purpose for hiring the independent contractor, and one-size-fits-all form agreements may not address all of the relevant concerns.  Hillard Cuykendall, P.A. offers independent contractor agreements that are custom tailored to fit your specific business needs. We can also counsel independent contractors who want to have their independent contractor agreement reviewed so that they know exactly what they are signing.  We also have experience litigating disputes that arise from independent contractor agreements.

A joint venture is an agreement between two or more parties to pool their resources in order to work toward a common goal.  For example, one party might have an idea while another party has the resources to develop the idea into a product. Or one party may have a product, and wants to team up with a party that has an established distribution network and another party that specializes in marketing.  A joint venture can take the form of a corporation, a partnership, a limited liability company, or one of several other type of business entities.

Regardless of the reason for wanting to enter into the joint venture or the legal structure, the most important element is the agreement.  A joint venture agreement lays out the nature of the up-front contributions of the parties, the responsibilities for everyday operation, and how to handle profits and losses.  It is paramount that a joint venture agreement be drafted with care and attention to detail to make sure that the rights and obligations of the parties are properly captured. Also, when the parties to a joint venture find themselves in disagreement, an experienced law firm can counsel a party as to its rights, and effectively litigate the matter if necessary.

A purchase and sale agreement (occasionally called a sales and purchase agreement) is any agreement between parties to purchase a good or service for an agreed-upon price.  Purchase and sales agreements are most commonly found in real estate transactions, but are in fact used in countless transactions. And because so much can be riding on a purchase and sale agreement, it is important to choose a law firm not only skilled in drafting these agreements, but also in prosecuting and defending the rights and obligations under the agreement in court if necessary.

Commercial leases are agreements between a landlord and tenant that can cover myriad topics, including rent, duration of the lease, and what kind of modifications can be made to conform the physical space to your individual needs.  And commercial leases are almost always unique because the needs of the landlord and tenant and the real estate itself are different from property to property. That’s why it is important for landlords to have an experienced lawyer draft a commercial lease that will protect the property without exposing the landlord to liability, and for tenants to have an attorney review a commercial lease before it is signed to make sure that the needs of the tenant are met.

Perhaps one of the most important business documents, a partnership agreement sets down in writing the rights and obligations of the partners.  Operating a business is an exciting endeavor, but it is also one that constantly changes, and a well-drafted partnership agreements helps to ensure that the business and the partners can adapt to those changes.  Issues like the responsibilities of each partner, the percentage of ownership, what will happen if one partner wants to leave, and what happens if a new partner joins in are just some of the things for your attorney to consider when drafting a partnership agreement.

Forming a corporation requires adherence to certain state rules, and making sure those rules are followed is an important first step for every new business.  A new business owner must figure out not only which documents need to be drafted for their particular business, but also how to fill out and where to file the documents.  The easiest and safest way to make sure that a business is formed correctly according to the rules is to hire an attorney knowledgeable in this practice. Knowing that the business is starting off on the right foot offers peace of mind to the owners, and allows them to focus on running the business.

A Limited Liability Company, or LLC, needs an operating agreement to lay out in writing the rules under which the LLC will be governed.  In other words, it’s a contract between the business owners that covers how they will run the LLC. This is important because it answers questions about how the LLC will function and how financial issues will be handled.  It can also be used to show that the Limited Liability Company is owned by, but still separate from, the individual owners.

Although most companies are governed completely according to the corporate documents, the shareholders of some companies occasionally prefer to supplement those documents with a shareholder agreement.  These agreements, which remains private between the shareholders unlike most other corporate documents, can be a valuable tool. In addition to privacy, shareholder agreements have the benefit of being more dynamic and easier to change than other corporate documents.  This is helpful regardless of whether business arrangements change frequently and regularly, or when they slowly evolve over time. In order for a shareholder agreement to function properly, careful drafting is required so that it does not conflict with the existing corporate documents while still protecting both the individual shareholders and the company.

While we provide a broad spectrum of legal services to our clients, we offer a unique service to fellow attorneys that are considering purchasing a law firm or practice.  If you are considering purchasing a law firm or practice, you need independent counsel. Ben Hillard learned this the hard way. Purchasing a law firm is laden with potential pitfalls. Purchasing a law firm is unique in that it is in part controlled by Florida Bar rules governing lawyers. It also requires a thorough investigation into the background and historical conduct of the individual lawyer or lawyers that were a part of the practice. Financial analysis alone is not sufficient. Thorough due diligence is the difference between a successful transaction and a potentially disastrous outcome.   Our insight and independence provide our clients with the tools to evaluate risks, valuation methods, and transaction structures.

Gun Trusts are typically used as a vehicle to lawfully possess: (1) suppressors, which are sometimes referred to as silencers, (2) short barreled rifles, or (3) short barreled shotguns.  Ownership or possession of such items is regulated under federal law, parts of which are highly technical. While recent changes to the law in this area allow for personal ownership without a gun trust, a gun trust provides a way for multiple persons to have lawful access and possession of such items.