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Commercial Disputes

Small and Medium businesses face, just like consumers, abuse or unfair treatment from bigger, unscrupulous businesses. When this happens, it is important to take swift action first, to reduce damages, and second to put the other party on notice; to send a strong message.

It is important that as a business you are protected from abuse by other businesses by a competent lawyer. We have represented dozens of small businesses in commercial disputes in mediation, arbitration or when necessary, litigation. It is important that you rely in an experienced attorney that can navigate the ever-difficult legal world for your business.

At Ayala, we not only have the expertise and team to take your case all the way through trial, but we are passionate about small businesses and that passion inevitably energizes the service we give you, making us more active, efficient, and resilient lawyers for you. Moreover, we have a results-oriented litigation model that enables us to litigate more efficiently and add more value to your case.

Contractual Disputes

Contractual disputes are time-consuming, expensive and unpleasant. They can destroy a prior long-term excellent relationship with a supplier, client, or related business. Sometimes however, there is no other option but to pursue legally the rights you bargained for in your contract.

We have many years representing small business owners and private individuals in contractual disputes. A few important things to review in your contract if you are thinking of legal action are: (1) arbitration clauses, (2) forum selection clauses, (3) choice of law (what law applies to your contract), (4) damages provisions, (5) non-competes, and (6) conditions precedent.

At Ayala, we can help you evaluate your potential breach of contract case, or if someone has sued you, defend you from the inception of the case through trial.

Shareholders Disputes

Shareholders owe duty of care and loyalty to one another and to the company. When one shareholder acts in his own interest to the detriment of the company, disputes arise that can be highly sensitive and complex.

In the context of the sale of a business sometimes reaching an agreement between the parties regarding valuation and other financial issues can be particularly challenging and can also create frictions. Allegations of fraud or breach of fiduciary duty are often raised, which require an experienced business lawyer.

The lawyers at Ayala have the expertise to help when, god forbid, you are in a dispute with your partner or former partner. Typical legal actions or problems include: misappropriation or theft of assets, breach of fiduciary duties, fraudulent transactions, diversion of income or profits, funding personal expenditures through corporate accounts.

At Ayala, we can help you evaluate whether or not you have a cause of action against your partner or defend you if your partner is claiming something against you.

Shareholder Derivative Actions

Sometimes, shareholders on behalf of a company (as opposed to management) can bring a suit to protect the interest of the company against a third party. That third party oftentimes is an executive of the company or someone in management who has not acted in the best interest of the company thereby hurting the company.

If management is not willing to suit that third party, a shareholder may sometimes bring the suit herself on behalf of the company. This scenario arises also in the context of Condo Associations (which are corporations), when members of the board do not act in the best interest of the community they manage.

At Ayala, we have extensive experience in business litigation and can help you in a situation like this, where you may otherwise feel powerless against the power of management.

Construction Litigation

Construction usually involves a lot more than the developer or contractor that is in charge of the main project. It usually involves innumerous parties that need to work in a specific, precise, coordinated fashion for the project to be successfully completed.

As one may imagine, the more parties the more susceptible to problems, errors, disputes the construction project is. When a problem arises, and becomes a legal matter, the dispute can be as sophisticated as the nature of the construction, the sophisticated parties involved and the high amounts at stake.

At Ayala, we have successfully represented unpaid contractors and owners that suffered substantial damages as a result of defective or incomplete work. Our experience in complex litigation also equips us with the skills and knowledge required to deal with this type of cases.

PACA Administrative Actions

The Perishable Agricultural Commodities Act (PACA) was enacted to promote fair trade in the fruit and vegetable industry. PACA protects businesses dealing in fresh and frozen fruits and vegetables by establishing and enforcing a code of fair business practices and helping companies resolve business disputes.

The Agricultural Marketing Service (AMS) is responsible for administering PACA laws and regulations. AMS also offers a forum and procedures to buyers and sellers of produce to resolve their disputes before going to a formal court proceeding.

At Ayala we have represented South American sellers of produce in PACA administrative actions in the U.S. Though administrative and expedited in nature, PACA disputes have a lot of similarities to court proceedings and in that sense, it is important to have an experienced litigation firm handling the dispute.

Foreign South American companies specially, can benefit from Ayala’s familiarity with the realities of business practices in both: South America and the United States.

Agriculture and Seed Litigation

The federal government in Title 7 of the United States Code regulates the production, purchase and sale of agricultural products. Chapter 37 (the Federal Seed Act or FSA) of Title 7 specifically regulates the purchase and sales of seeds in interstate commerce.

The FSA establishes very specific disclosure requirements for seeds sellers such as: the percentage of germination, the percentage of hard seed, the details of the tests performed on the seeds. State rules also impose other duties on seeds sellers. Failure to comply with these requirements may subject the seller to government enforcement actions or damages.

Seed purchasers are in a difficult position to predict the condition of the seeds but only after seeds have been seeded and geminated; when it is actually too late, and crops, lands, and business relations may have been destroyed as a result.

At Ayala we have experience representing seed purchasers for damages caused by sellers’ failure to comply with the requirements of the FSA and other seed laws.

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