We recently filed a lawsuit in South Florida involving allegations of unpaid real estate commissions, business interference, and improper handling of funds connected to multiple real estate transactions.

The case, filed by attorneys Ryan Sawal and Kristen Schlotzhauer, centers around allegations that a real estate professional helped generate and close numerous transactions, but was allegedly denied compensation tied to those deals.

According to the complaint, more than $80,000 in commissions remain unpaid. The lawsuit outlines allegations involving brokerage operations, title and escrow activity, commission disbursements, and the transfer of ongoing business relationships tied to real estate transactions throughout South Florida. The complaint alleges that commissions generated through multiple closings were improperly withheld, despite the successful completion of the underlying transactions. It further alleges that after internal disputes arose, business operations and transaction streams were redirected in a manner that interfered with existing professional relationships and compensation structures.

According to the filing, the dispute involves numerous residential real estate transactions, business accounts, commission payments, and brokerage-related activities spanning several months.

The claims asserted in the lawsuit include:

• Breach of contract
• Conversion
• Breach of fiduciary duty
• Civil conspiracy
• Equitable accounting
• Alleged violations of Florida real estate law

This lawsuit also seeks damages, an accounting of funds, and additional relief through the court.

Attorney Kristen Schlotzhauer stated, “Cases involving overlapping business entities and financial transactions require careful investigation and aggressive litigation strategy. We are committed to pursuing accountability and protecting our client’s rights through every stage of this case.” 

If you need representation in complex business litigation and real estate litigation matters throughout Florida, contact one of our experienced attorneys in South Florida at 305-570-2208.  Commissions

You can also contact our team directly at: arianna@ayalalawpa.com  

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

The distressed property market is heating up again heading into 2026. Across Florida and the rest of the country, investors are watching commercial buildings, apartment complexes, development projects, and residential properties begin to crack under rising interest rates, insurance costs, tighter lending conditions, and economic pressure. For experienced investors, this kind of market creates opportunity.

Discounted acquisitions, distressed commercial real estate, foreclosure sales, and struggling assets can all become profitable investments in the right hands. But what many investors fail to realize is that distressed properties rarely come with just financial problems. More often than not, they come with legal problems too.

At Ayala Law, we regularly work with investors, developers, business owners, and property stakeholders dealing with real estate disputes, business litigation, partnership conflicts, construction litigation, and contract issues tied directly to distressed assets. And one thing we continue seeing is this: investors focus heavily on the numbers, but not enough on the legal exposure hiding behind the deal. In a market like 2026, that mistake can become extremely expensive.

What Is Considered a Distressed Property?

A distressed property is generally a property facing financial, operational, or legal hardship. In Florida, these opportunities are becoming more common as property owners deal with increasing operating costs and market instability.

Distressed real estate can include foreclosures, bank-owned properties, partially completed developments, vacant commercial buildings, financially troubled apartment complexes, properties with code violations, or assets involved in litigation. Sometimes the distress is obvious. Other times, it is buried beneath surface-level financials that appear attractive at first glance.

Why Distressed Real Estate Deals Often Lead to Litigation

The reality is simple: properties under pressure usually involve people under pressure too. When money becomes tight, disputes tend to follow, contractors go unpaid, partners stop agreeing, tenants default, lenders become aggressive, sellers begin hiding problems, records become incomplete, and deadlines get missed. By the time a distressed property reaches the market, there is often a long trail of unresolved issues behind it.

In many cases, investors unknowingly purchase properties tied to:

• Pending lawsuits
• Construction liens
• Partnership disputes
• Fraud allegations
• Code enforcement actions
• Lease conflicts
• Boundary disputes
• Clouded title claims
• Insurance disputes
• Vendor litigation

These problems do not always disappear simply because ownership changes hands. That is where many distressed property investors get blindsided.

Buying Distressed Commercial Property Without Proper Due Diligence Is Dangerous

One of the biggest mistakes investors make in distressed real estate acquisitions is rushing the process because the deal “looks too good to miss.” In competitive markets, investors sometimes skip deeper legal review in order to close quickly. Unfortunately, speed often comes at a price.

A distressed commercial property may appear profitable on paper while hiding serious legal exposure underneath. We have seen situations where investors discovered after closing that the property was tied to unresolved construction litigation, defective contracts, unrecorded agreements, or significant lien claims. In other cases, investors inherit tenant disputes or ongoing operational conflicts that immediately affect profitability.

This becomes even more common in distressed multi-family and commercial real estate transactions where several stakeholders may already be fighting over ownership rights, unpaid obligations, or failed business arrangements. The purchase price is only one piece of the equation. The legal history behind the property matters just as much.

Hidden Liens Can Destroy the Economics of a Deal

Liens are one of the most overlooked risks in distressed property investing. A property that appears discounted may actually carry layers of financial and legal obligations attached to it. Construction liens, tax liens, judgment liens, association liens, and code enforcement liens can significantly impact the value of an investment.

In Florida, construction-related disputes are especially common. A distressed development project may involve unpaid subcontractors, supplier disputes, permit issues, or defective work claims that create ongoing litigation exposure long after the transaction closes. Investors frequently underestimate how quickly these issues can escalate.

What initially looked like a strong distressed property opportunity can quickly become a legal and financial drain if these risks are not identified early.

Why Real Estate Investors Are Restructuring in 2026

Another major trend emerging in 2026 is the growing importance of corporate structure and asset protection. Many investors still hold multiple properties under a single LLC, believing that one entity is enough to protect their assets. In today’s litigation environment, that approach can create unnecessary risk.

When distressed property litigation arises, plaintiffs often look beyond the property itself and begin examining ownership structures, related entities, financial transfers, and operational overlap between businesses. This is one reason sophisticated investors are increasingly using layered corporate structures instead of relying on a single LLC.

Properly structured entities can help separate liabilities, contain risk, and reduce exposure between assets. For investors purchasing distressed commercial real estate, that level of protection is becoming more important than ever. A strong investment strategy is no longer just about acquisition, but also about legal insulation.

Distressed Properties and Construction Litigation Often Go Hand in Hand

Construction issues are another major area investors overlook. A distressed property may involve incomplete renovations, failed buildouts, defective work, permitting problems, contractor disputes, or unresolved payment claims. In some cases, projects were abandoned halfway through development because financing collapsed or partnerships broke down. These situations can create major legal complications after acquisition.

For example, an investor may purchase a partially completed project believing they are saving money, only to later discover active disputes involving contractors, architects, engineers, or subcontractors.

Construction litigation in Florida can become highly technical and expensive very quickly. That is why investors should carefully review contracts, permits, project history, and existing claims before moving forward with distressed acquisitions.

Can Investors Be Held Liable for Prior Property Problems?

This is one of the most common questions investors ask when purchasing distressed assets. The answer depends heavily on how the transaction was structured and what liabilities were tied to the property beforehand.

While purchasing a property does not automatically make a buyer responsible for every prior issue, certain claims can still survive the transaction. Investors may also become involved in litigation connected to the property itself, particularly when disputes involve title, operations, leases, fraudulent transfers, or successor liability arguments.

This is especially important in distressed business acquisitions tied to real estate, where operational liabilities and property liabilities often overlap. Understanding those risks before closing is critical.

Why Legal Strategy Matters More in a Tight Market

Markets like 2026 reward disciplined investors. When distressed opportunities increase, so does competition, and when investors feel pressure to move quickly, legal mistakes become more common.

At our law firm, we often tell clients that the best real estate deals are not always the fastest deals. They are the deals where risks were identified early, negotiated properly, and structured intelligently from the beginning.

Strong legal review can help investors:

• Identify hidden liabilities
• Reduce litigation exposure
• Structure acquisitions properly
• Protect other business assets
• Negotiate stronger contracts
• Address title concerns
• Resolve disputes before closing
• Avoid preventable lawsuits

In distressed real estate investing, legal problems are rarely hypothetical. They are often already attached to the property before the buyer ever steps into the deal.

How We Help Real Estate Investors Navigate Distressed Property Risks

Ayala Law represents investors, developers, businesses, and property owners in complex real estate and commercial litigation matters throughout Florida.

Our firm handles disputes involving distressed commercial property, business conflicts, construction litigation, partnership disputes, contract litigation, title issues, and high-stakes real estate matters. We understand how quickly a promising investment can turn into expensive litigation when proper legal protections are overlooked.

As distressed property opportunities continue growing in 2026, investors who approach these deals strategically, both financially and legally, will be in the strongest position moving forward.

If you are considering a distressed real estate acquisition, dealing with a property-related dispute, or looking to better protect your investments through proper legal structuring, contact one of our experienced attorneys in South Florida at 305-570-2208.

You can also contact our team directly at: arianna@ayalalawpa.com 

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

If you’ve been involved in a construction project in Florida, you already know how quickly things can go sideways. One week, everything is moving on schedule, and the next week, materials are delayed, a storm rolls in, permits stall, or costs spike out of nowhere. Suddenly, the project you carefully planned is off track, and everyone is pointing fingers. Here’s where most people get caught off guard: their construction contract never accounted for any of it.

That’s why force majeure and unforeseen event clauses matter. Not because they’re technical legal language, but because they determine who absorbs the damage when things don’t go as planned.

What Is a Force Majeure Clause in a Construction Contract?

A force majeure clause answers a simple but critical question: what happens when something outside of anyone’s control disrupts the project?

In construction, this could be anything from a hurricane to a supply chain breakdown to a sudden government restriction. A properly written clause doesn’t just acknowledge those risks, it lays out exactly what happens next. Without that clarity, you’re left negotiating under pressure, usually when money is already on the line.

Why Florida Construction Projects Need Strong Force Majeure Clauses

Florida construction is uniquely exposed to unpredictable conditions. Between extreme weather, shifting regulations, and ongoing supply chain issues, projects here face more variables than most.

We regularly see disputes tied to hurricane delays, stalled inspections, or materials that suddenly become unavailable or unaffordable. These aren’t rare events, but a part of doing business in this state. If your contract doesn’t account for them, you’re not just unlucky, you’re unprotected.

What Happens If a Construction Contract Doesn’t Address Unforeseen Events?

When a contract is silent, the situation gets messy quickly. Instead of following a clear process, parties start interpreting the contract in their own favor. That’s when disagreements turn into disputes, and disputes turn into legal claims.

At that point, the focus shifts away from completing the project and toward assigning blame, and once that happens, costs escalate fast, both financially and operationally.

How Force Majeure Clauses Protect Contractors, Developers, and Property Owners

A well-drafted clause creates structure during uncertainty, and tells everyone involved what to expect and how to respond. More importantly, it prevents panic decisions and unnecessary conflict. Instead of arguing about responsibility, the contract already outlines how delays, costs, and obligations are handled. That kind of clarity doesn’t just protect your position—it keeps the project moving.

Do Force Majeure Clauses Cover Supply Chain Issues and Price Increases?

Many standard contracts don’t automatically cover price increases or supply shortages. If those issues aren’t specifically addressed, one party, usually the contractor, ends up absorbing the loss.

Given how volatile pricing and availability have become, this is no longer something you can leave vague. If your contract doesn’t clearly address these risks, you’re gambling on stability in an unstable market.

What Other Clauses Should Address Unexpected Construction Delays?

Force majeure is only part of the equation. Strong construction contracts also include provisions that work alongside it to manage real-world disruptions. 

These typically address how delays are documented, how changes are approved, and when a party has the right to step away from a project that can’t reasonably continue. When these clauses are missing, or poorly written, small issues turn into major disputes because there’s no agreed-upon process to follow.

Why Poor Construction Contracts Lead to Disputes and Litigation in Florida

Most construction litigation doesn’t come from bad intentions. It comes from unclear agreements. Two parties believe they understand their responsibilities, then something unexpected happens, and suddenly the contract doesn’t provide clear answers.

That’s when projects stall, relationships break down, and legal claims start to follow. What could have been resolved with clear language upfront becomes a much more expensive problem later.

How to Draft a Force Majeure Clause That Actually Works

A strong force majeure clause isn’t about using complex legal language, it’s about being specific. It should clearly define what qualifies as an unforeseen event, explain how delays are handled, and outline whether additional costs are shared or absorbed. It should also align with the rest of the contract so there are no contradictions when it’s actually needed.

This isn’t something you want to copy from a template. It needs to reflect the realities of your specific project and the risks you’re willing to take on.

Protect Your Construction Project Before Problems Start

You can’t prevent every delay or disruption, because it’s simply the nature of construction, but you can control how your contract responds when those situations happen, and that’s the difference between a manageable setback and a full-blown legal dispute.

At our law firm, we help contractors, developers, and property owners across Florida put the right protections in place before problems start, so when something unexpected happens, you’re not scrambling to figure it out. 

If you’re entering into a construction agreement or dealing with a project that’s already facing delays, contact one of our experienced attorneys in South Florida at 305-570-2208.

You can also contact our team directly at: arianna@ayalalawpa.com

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

If you’ve ever been involved in a large business transaction, whether it’s a commercial real estate deal, a business acquisition, or a major financing, you may have come across something called an “enforceability opinion.” From a client’s perspective, it can feel like just another legal hoop to jump through, another document, another cost, another delay.

But here’s the reality: when banks are putting serious money on the line, they want one thing above all else—certainty. And an enforceability opinion is one of the key ways they get it. Let’s walk through what this means, why it matters, and how it actually protects you, not just the lender.

What Is an Enforceability Opinion in a Business Transaction?

At its core, an enforceability opinion is a formal legal opinion issued by an attorney confirming that the key documents in a transaction, loan agreements, guarantees, security agreements, are valid, binding, and enforceable under the law.

In plain English, it’s a lawyer telling the bank, “If something goes wrong, these contracts will hold up in court.” That assurance is critical in high-value deals, especially in Florida where transactions often involve complex structures, multiple parties, and significant assets.

Why Do Banks Require Enforceability Opinions Before Funding Deals?

Banks are not in the business of taking unnecessary risks. Before wiring funds, they need confidence that their legal rights are protected, and an enforceability opinion gives them that confidence in three key ways.

First, it confirms that the borrower has the legal authority to enter into the agreement. If a company signs a loan without proper authorization, that agreement could be challenged later.

Second, it ensures that the loan documents are properly structured, because even a small drafting issue can create major problems if a dispute ends up in court.

Third, it reduces litigation risk. Banks know that if enforcement becomes necessary, they’re not stepping into a legal gray area. From the bank’s perspective, this isn’t optional, it’s a standard part of responsible lending.

Why Do Lenders Ask for Legal Opinions in Commercial Real Estate and Business Deals?

If you’re financing a commercial property, acquiring a business, or entering into a large-scale transaction, the stakes are high.In these situations, lenders are asking questions like:

• Can this borrower legally bind the company to this loan?
• Are the guarantees enforceable against the guarantors?
• Will a Florida court uphold these agreements if challenged?

An enforceability opinion answers those questions before money changes hands. In Florida commercial real estate transactions, for example, these opinions are almost always required because deals often involve layered ownership structures, multiple entities, and significant debt exposure.

What Does an Enforceability Opinion Cover?

While the specifics vary depending on the deal, most enforceability opinions address several core issues.

They confirm that the entity signing the agreement is properly formed and in good standing. They verify that the transaction has been authorized internally, meaning the right people approved it.

They also evaluate whether the agreements violate any laws or existing obligations and whether the terms can actually be enforced under Florida law. Importantly, these opinions are not blanket guarantees. They are carefully drafted with assumptions and limitations, but they still carry significant legal weight.

Do Enforceability Opinions Protect Borrowers Too?

This is where a lot of people misunderstand the purpose. Yes, the opinion is delivered to the bank, but it benefits you as the borrower as well.

Think about it this way: before issuing that opinion, your attorney is effectively stress-testing the deal. They’re identifying weaknesses, inconsistencies, or risks that could come back to haunt you later.

That means issues get addressed before you sign, not after a dispute arises. In that sense, an enforceability opinion is not just a requirement, it’s a layer of protection.

Why Enforceability Opinions Matter in Florida Business Litigation

From a litigation standpoint, these opinions can play a major role if things go sideways. If a dispute ends up in court, one of the first questions is whether the agreement is enforceable. Having a properly prepared legal opinion strengthens that position significantly.

On the other hand, if documents were poorly drafted or never properly reviewed, you may find yourself dealing with arguments that the contract is invalid or unenforceable. We’ve seen both sides of this in Florida business litigation. The difference often comes down to how well the deal was structured on the front end.

Are Enforceability Opinions Always Required?

Not every transaction requires one. For smaller deals or simpler financing arrangements, lenders may waive the requirement. But once you cross into higher-value transactions, especially involving commercial real estate, business acquisitions, or complex corporate structures, enforceability opinions become standard.

If a bank is asking for one, it’s usually because the deal has enough complexity or risk to justify it.

How to Avoid Delays When a Bank Requests an Enforceability Opinion

One of the biggest frustrations we see is timing. Deals get delayed because the enforceability opinion is treated as an afterthought. The best way to avoid that is to involve your legal team early.

Make sure your attorney understands the transaction structure from the beginning, ensure your corporate documents are up to date, and confirm that all authorizations are properly documented. When those pieces are in place, the opinion process becomes much smoother, and your deal stays on track.

The Bottom Line: It’s Not Just a Formality—It’s a Safeguard

It’s easy to look at an enforceability opinion and think, “This is just another box to check.” But in reality, it’s one of the most important safeguards in any major transaction.

Banks rely on it to protect their investment, and smart business owners use it as an opportunity to make sure their deal is solid from every angle. At the end of the day, it’s not about slowing things down, it’s about making sure everything holds together when it matters most.

Work With a Legal Team That Understands the Bigger Picture

At our law firm, we don’t just draft opinions, we look at the entire transaction strategically. Whether you’re closing on a commercial property, negotiating a business deal, or structuring a complex transaction, we help ensure that everything is built to withstand scrutiny before, during, and after closing.

If a lender has requested an enforceability opinion, or if you want to make sure your deal is structured the right way from the start, contact one of our experienced attorneys in South Florida at 305-570-2208.

You can also contact our team directly at: arianna@ayalalawpa.com

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].

We recently achieved a significant victory in a non-binding arbitration proceeding within a wire-fraud case brought on behalf of our clients–homebuyers who lost tens of thousands of dollars as a result of a devastating example of wire fraud in the process of their real estate closing.

The Case at Hand

Our clients entered into a contract to purchase a home in Florida and were instructed to wire closing funds to the designated escrow agent. Relying on email communications sent by the escrow agent’s address, as part of a chain of communications that, neither before or after, called the wire instructions into question, they transferred approximately $40,000. However, unbeknownst to them, the funds were ultimately diverted to a fraudster.

We filed suit asserting claims for negligence and breach of fiduciary duty, based on the title company’s failure to implement basic, industry-standard safeguards to prevent precisely this type of loss, as well as their failure to identify and notify our clients of such breach. After being filed, the judge overseeing the case mandated that the parties engage in non-binding arbitration to try to narrow the issues, and see if a resolution could be met.

What is Non-Binding Arbitration?

Non-binding arbitration is a structured dispute resolution process where a neutral third party hears evidence and issues a decision—but that decision is not final. Either party can reject it and proceed to trial. For business owners and other parties, it’s a strategic tool: it provides an early, cost-effective preview of how a case may be evaluated, often facilitating settlement while preserving full litigation rights.

The Decision

At this non-binding arbitration, the arbitrator largely agreed with our client’s position. In a detailed award, the arbitrator found that the title company breached its duty by failing to implement and communicate adequate procedures to safeguard client funds. Notably, there was no evidence of written policies, secure communication protocols, or meaningful warnings to the buyers about verifying wire instructions. These failures constituted negligence under Florida law.

This case underscores a critical and often misunderstood reality: title and escrow agents have real, enforceable duties to protect individuals and businesses in an era where wire fraud is rampant.

If you’re facing a similar situation or want to discuss other legal matters that may impact your business, contact one of our experienced attorneys in South Florida at 305-570-2208.

You can also contact our team directly at: arianna@ayalalawpa.com

Schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case].