Bad Faith Conduct

Turke & Strauss regularly resolves cases involving bad faith conduct between businesses, including intentional dishonesty, misleading conduct, and execution of agreements without the intention or means to fulfill them. Most states recognize an “implied covenant of good faith and fair dealing,” which is breached by acts of bad faith. The duty of good faith is “implied” in every contract, meaning parties must act in good faith whenever they agree to do business together.

Breach of Contract

Breach of contract claims arise where there is a failure to perform a contract term, written or oral, without a legitimate legal excuse. This may include not completing a job, not paying in full or on time, failure to deliver goods, substituting inferior or significantly different goods, not providing a bond when required, being late without an excuse, or any act which shows the party will not complete the work (“anticipatory breach”). Breach of contract is one of the most common causes of lawsuits for damages and court-ordered “specific performance.”

Breach of Warranty

Breach of warranty occurs when a statement on the title of property, including real property or any goods, is proved to be untrue, whether intended as a falsehood or not. It can also apply to an assurance of the quality of a product or item sold. The party making the warranty is liable to the buyer for any false statements on the property’s title or quality.

Commercial Torts

Commercial torts are claims against another commercial entity for damaging business practices. Examples include tortious interference with a business relationship, intentional misrepresentation, trespass, and nuisance. A commercial “tort” must be unrelated to any contracts between the parties, meaning any tort claim requires careful legal analysis.

Negligent Misrepresentation

Businesses must use “reasonable care” in their conduct with other businesses. In a negligent misrepresentation case, an individual or business acts unreasonably by making a “false promise” or misstatement to commit you to do business with them. Whether a party’s promise or misstatement is unreasonable depends on the circumstances, meaning it is determined on a case-by-case basis.

Professional Negligence

Professional negligence happens when an individual or business fails to follow the professional standards that apply to their field. For example, an engineer may fail to design a building project to acceptable standards, causing part or all of the project to fail. The damaged party may have a claim for negligence against the professional for their failure.

UCC Disputes

Commercial parties who contract for the sale of goods must follow the Uniform Commercial Code (“UCC”). Common UCC issues include acceptance of goods, warranties, and limitations of liability or damages. The UCC also governs the creation and perfection of security interests in property and goods. UCC disputes typically arise when a party fails to follow these rules when delivering, accepting, or attempting to return commercial goods.

Unfair Competition

Unfair competition happens when a business uses wrongful or fraudulent business methods to gain an unfair advantage over competitors, including: a) untrue or misleading advertising, b) misleading customers by imitative trademark, name or package, and c) falsely disparaging another’s product. Although state laws vary, unfair competition is the basis for a legal action for damages or an injunction to halt the deceptive practices against an unfair competitor.

Breach of Fiduciary Duty

A fiduciary is someone that has a duty to act in the best interest of another person or entity. Fiduciary duties arise between business partners to act in the best interests of the business. Breaches of fiduciary duty happen whenever a business partner uses the business for improper purposes, such as self-dealing, commingling of assets, or putting the interests of another party ahead of the business’. Breach of fiduciary claims are often contentious but sometimes necessary to resolve intra-business disputes.