Commercial litigation

The firm has handled business disputes in Atlanta since 1997, for clients ranging from local operating businesses to national companies. The firm’s attorneys bring a background in complex litigation to each matter and aim to give clients a clear, candid assessment early, so a business can make its decision and get back to running itself. Commercial matters are handled on an hourly or mixed-fee basis, quoted at the start of an engagement.

The firm handles contract disputes on both sides: businesses enforcing an agreement and businesses defending against a claim brought under one. Ambiguous language in a purchase agreement, invoice, or other document can quickly become a disagreement; many resolve through negotiation before anyone files.

Partner and shareholder disputes move quickly. A disagreement over company management or compensation can escalate into a lawsuit or an injunction once the parties can’t agree. The firm represents members of small and mid-sized companies, family-owned companies, partnerships, professional practices, and stakeholders in large corporations, and, since 1997, has helped investors, minority shareholders, partners, and business owners enforce their rights in buyout and takeover situations.

A substantial part of the firm’s commercial work is transactional rather than contested: guiding the sale of an operating business, or a group of them, from letter of intent through closing. That means the purchase agreement and its schedules, the assignment of leases, licenses and contracts, the escrow arrangements, the releases each party signs, and the closing itself, coordinated with the buyer’s lender, the title company, and counsel on the other side.

Where the business occupies real property, the real estate is handled alongside it rather than farmed out: purchase and sale of the site, title and survey review, and the recorded instruments that have to be right the first time. The firm runs this work regularly for multi-location sellers, the kind of closing where requirements differ by county and the deal turns on someone tracking all of it.

The firm represents commercial clients within and outside the real estate industry in real estate transactions and litigation, including developers, investors, brokers, management companies, lenders, mortgage companies, owners, landlords, tenants, and contractors, in disputes including:

• Land foreclosures
• Breach of a sales contract
• Easements
• Adverse possession
• Trespass
• Declaratory judgment actions
• Landlord-tenant disputes

Questions of real estate ownership often intertwine with other areas of law, and our practice covers construction, commercial leasing, and real estate development issues alongside the dispute itself.

Construction disputes are a recurring part of our commercial work. Property owners bring us disputes with contractors over projects left incomplete, work that falls short of what the contract requires, and billing that does not match what was agreed. Contractors bring us the other side of the same disputes, including claims for payment on completed work.

Many of these matters start with a demand letter; when they do not resolve, we take them to court. Construction contracts often set notice requirements and deadlines that limit how long a party has to act, so the contract and the project record are worth reviewing early.

Employers use confidentiality and non-compete agreements to keep employees from revealing trade secrets, or from working for a competitor after the employment relationship ends. A dispute about one of these agreements, or about another part of an employment contract, is a commercial litigation matter.

Non-compete agreements

For a non-compete agreement to be valid, its terms have to meet certain criteria on geography, duration, and scope of work. The firm assesses questions including:

• How long do the employment restrictions last?
• What types of jobs are restricted?
• What industries are restricted?
• How far do the geographic limitations extend?
• Is there a legitimate business interest behind the agreement?
• Does a confidentiality clause also restrict employment?

Confidentiality agreements

The firm drafts, reviews, and enforces confidentiality agreements for clients, and pursues a claim in court when an employee or former employee violates one.

Employment agreements often promise a bonus, incentive compensation, or a commission when certain conditions are met. When the conditions are met and the payment does not come, the dispute usually turns on the contract’s language: how the compensation is defined, what triggers the obligation, and whether one side’s reading of a term holds up against the rest of the agreement and the way the parties actually performed.

MSGF represents executives and employees seeking compensation owed under an employment agreement, and businesses responding to those claims. Many of these disputes resolve through a demand and negotiation; we litigate the ones that do not. Where the same agreement raises non-compete or confidentiality questions, we handle those alongside the compensation dispute.

Beyond litigation, we assist clients with general commercial matters: reviewing and drafting contracts, and guiding a business through the stages of a commercial transaction.

The firm represents creditors, the party owed money or property, in bankruptcy proceedings and commercial collections. It acts for the creditor side of these matters, not for debtors seeking to discharge what they owe. That work includes:

• Unexpired leases and executory contracts
• Turnover of property
• Priority and classification of claims
• Preferences and fraudulent conveyances
• Other trustee avoidance actions
• Involuntary petitions
• Relief from stay and post-petition financing
• Dischargeability
• Real estate and other workouts
• Pre- and post-judgment attachments and garnishments
• Landlord-tenant disputes
• Representation of lenders in foreclosure proceedings

To collect a commercial debt, we pursue judgments, attachments, garnishments, and foreclosures on real or personal property for businesses throughout Georgia. When a debtor files for bankruptcy, we help secured creditors recover collateral, file proofs of claim, object to the discharge of a debt that should survive the filing, and defend fraudulent conveyance, preference, and other trustee avoidance actions. A collections client stays represented if the debtor later files.

Clients in these matters have included secured and unsecured creditors, landlords, purchasers of property, stockholders, banks, corporate clients, and governmental entities.

Commercial disputes don’t always need to go to trial. Mediation is often faster and less costly than litigation, and Kenneth A. Shapiro takes mediation appointments in business and commercial matters. Read more on the mediation page.

A sample of the commercial disputes we have handled, described in general terms to protect client confidentiality:

• Represented a Georgia transportation and logistics company in a commercial contract dispute with another business in the same industry, litigated in state court.
• Represented a client in a multi-party business dispute in Georgia superior court, carrying the matter through contested discovery and case-management proceedings.
• Represented a construction and renovation contractor in a contract dispute with a property owner over a completed project.
• Represented a commercial landlord in a lease dispute, from a pre-suit demand through the filing of a complaint when the matter did not resolve.
• Represented an executive in a dispute over incentive compensation promised under an employment agreement, where the disagreement turned on the meaning of the contract’s terms.
• Represented an individual in a dispute with a contractor over work that was not performed as agreed.

Every matter is different, and how a case unfolds depends on its own facts.