A litigation lawyer handles disputes that have already started, usually in court or arbitration. A corporate lawyer helps a business organize itself, write its agreements and structure its deals before a fight begins. Both work with businesses, but at different points in a company’s life. This page explains what each one does and how to tell which one a situation calls for. It’s written for owners, partners and managers in Hillsborough County and the Tampa Bay area.
What a Litigation Lawyer Does
A litigation lawyer resolves a dispute by taking it through a court or an arbitration process. The work centers on a claim or a defense, such as a claim that a contract was broken or that a partner owes money.
The stages usually follow a pattern, though not every case reaches every one. A demand letter often comes first and states what one side wants. If that fails, a lawsuit is filed, followed by discovery, where each side exchanges documents and gives sworn testimony. Motions ask a judge to decide specific issues.
Mediation often comes before trial. Under Fla. Stat. § 44.102, a court must send most filed civil money claims to mediation when one party asks, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless an exception applies. If the case doesn’t settle, it goes to trial or an arbitration hearing.
Deadlines set the pace. Court rules fix the dates for filings and responses, and missing one can hurt a party’s position. Venue matters too. Under Fla. Stat. § 47.011, an action must be brought only in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located. That rule does not apply to suits against nonresidents.
If a contract, partnership or construction project has gone wrong, you don't have to work out the next step alone, so reach out to talk through the facts. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What a Corporate Lawyer Does
A corporate lawyer advises a business on how it is formed, how it is run and how its deals are written. The output is usually advice and documents, not court filings.
Formation is the starting point. A Florida LLC begins with articles of organization that state the company’s name, its principal office address and a registered agent. Fla. Stat. § 605.0201 lists those required items, which also include the street and mailing addresses of the company’s principal office and the registered agent’s street address in this state and written acceptance.
Beyond formation, corporate work covers ownership and governance. An operating agreement sets the rules among LLC members. A shareholder agreement sets rules among corporate owners. Transactional work includes drafting and negotiating contracts, buy-sell agreements and financing documents.
Much of this work aims to prevent disputes. Clear terms on buyouts, decisions and deadlocks can keep a disagreement from becoming a lawsuit. A common mistake is waiting until partners are already at odds to write those rules.
Key Differences Between Litigation and Corporate Law
Litigation responds to a conflict that already exists. Corporate work sets up the relationship before a conflict arises.
The timelines differ. Litigation follows court calendars, filing deadlines and hearing dates. Corporate work follows the parties’ own deal timeline, such as a signing or closing date. The National Center for State Courts describes commercial and civil litigation as associated with costs, delays, complexity and unpredictability.
| Litigation | Corporate work | |
|---|---|---|
| Purpose | Resolve a dispute that already exists | Set terms and structure before a dispute |
| Typical tasks | Demand letters, pleadings, discovery, motions, hearings | Drafting, negotiating, reviewing agreements |
| Setting | Court or arbitration | Negotiation between parties |
| Pace | Set by court rules and calendars | Set by the deal timeline |
| How the matter ends | Settlement, judgment or award | Signed documents and closing |
Litigation usually has an opponent and a judge, jury or arbitrator who decides. Corporate work usually involves counterparties negotiating toward agreement.
Where Litigation and Corporate Work Overlap
The two overlap most when a document written during a deal becomes the main evidence in a later lawsuit. Contract wording matters to both kinds of lawyer.
Florida courts look closely at unfair contract terms. The Florida Supreme Court in Basulto v. Hialeah Automotive explained that both the procedural and substantive aspects of unconscionability must be present, although not necessarily to the same degree, and that both should be evaluated interdependently rather than as independent elements.
Ownership documents work the same way. A shareholder agreement can set a deadlock-breaking mechanism, under Fla. Stat. § 607.0732. If that agreement is vague on buyouts, partners may end up in court. An LLC member may bring a direct action, but under Fla. Stat. § 605.0801 must plead and prove either an actual or threatened injury that is not solely the result of an injury to the company, or an injury from a violation of a separate statutory or contractual duty owed to the member.
Oral promises also cause trouble. The Florida Supreme Court has explained that application of the Statute of Frauds is a matter of legislative prerogative, and that the judicial doctrine of promissory estoppel may not be used to circumvent its requirements. The Florida Supreme Court held in DK Arena that promissory estoppel can’t be used to get around that requirement.
Many business lawyers handle both kinds of work. Ayala Law PA focuses on the dispute side of commercial and contract matters.
Which Kind of Lawyer a Business Situation Calls For
A problem that has already become a broken promise or an unpaid bill usually points to litigation. A deal still being planned, or a company being formed, usually points to corporate work.
Situations that typically point toward litigation include:
- An unpaid invoice that has gone unanswered
- A breach of contract claim
- A shareholder or partner who has refused to cooperate or share records
- A construction lien or payment dispute
- A real estate matter headed to court
Situations that typically point toward corporate work include:
- Forming a new entity
- Drafting or revising agreements before a deal
- Restructuring ownership
The right path depends on the facts. Three details matter most: the exact contract language, any deadlines in a notice you received, and whether the other side has already taken a written position. Also check whether the contract requires arbitration. Under Fla. Stat. § 682.02, an arbitration agreement is generally valid and enforceable. Fla. Stat. § 682.02 reads: “(1) An agreement contained in a record to submit to arbitration any existing or subsequent controversy arising between the parties to the agreement is valid, enforceable, and irrevocable except upon a ground that exists at law or in equity for the revocation of a contract.”
How Business Litigation Works in Florida Courts and Arbitration
Business litigation in Florida runs through state courts, federal courts or arbitration, depending on the agreement and the claim. The firm’s business litigation work covers commercial and contract disputes, shareholder and partnership disputes, construction litigation (including contractor and subcontractor disputes and lien foreclosure), real estate litigation and international trade disputes.
Arbitration is a private process that replaces a court hearing. Under Fla. Stat. § 682.02, a court decides whether an arbitration agreement exists and whether a controversy is covered by it. After an award, Fla. Stat. § 682.13 lists grounds for vacating it, such as fraud in obtaining the award. A motion to vacate is generally due within 90 days after notice of the award.
Federal cases filed in the Tampa Division, which serves Hillsborough County, follow the Middle District local rules. International disputes add another layer.
Check whether your contract has an attorney’s fee clause. Under Fla. Stat. § 57.105, if a contract entered into on or after October 1, 1988 contains a provision allowing attorney’s fees to a party that must take action to enforce the contract, a court may allow reasonable fees to the other party when that party prevails in an action on the contract.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Talking Through a Business Dispute With Ayala Law PA
Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation and international trade litigation. Eduardo A. Maura is the lawyer responsible for this page. The firm’s office is at 1646 W Snow Ave, Tampa, Florida, and the firm serves businesses in Hillsborough County and the Tampa Bay area. Our team includes support staff who help manage case documents and scheduling.
You may be reading this because a partner has refused to share financial records, a subcontractor has threatened a lien, or a contract is no longer being performed. You may be deciding what happens next.
Fees for a case evaluation are explained before any work begins.
Frequently asked questions
What is a litigation lawyer vs. corporate lawyer?
A litigation lawyer handles disputes in court or arbitration. A corporate lawyer forms businesses and drafts the agreements that govern them.
Does a contract dispute go to court or arbitration?
It goes to arbitration only when the contract has a valid arbitration clause that covers the dispute.
Can a business dispute be sent to mediation?
Often, yes. Under Florida law, a court must refer a filed civil action for monetary damages to mediation when one party asks, provided that party is willing and able to pay the mediation costs or the costs can be equitably divided between the parties, unless an exception applies.
If a contract, partnership or construction project has gone wrong, you don’t have to work out the next step alone. Call (305) 570-2208 or send a request through our contact page to talk through the facts.
