Florida Business Contract Lawyer

Most business disputes do not start with bad intentions. They start with a contract that left something out: a delivery date nobody wrote down, a territory described two different ways, a social media post that one side thought was approved and the other did not. As your contract lawyer, our job is to find those gaps before you sign and to close them in plain language both sides understand.

Cannady & Associates drafts, reviews and negotiates business contracts for companies, founders and investors across Florida. Contracts are a core part of our business and corporate law practice, and we limit our caseload so you work directly with an attorney.

What a business contract attorney does for you

Contract work falls into three stages, and we can help at any of them:

• Drafting. We write the agreement from the ground up around your deal, rather than adapting a form that was written for someone else's business.
• Review and negotiation. When the other side sends a contract, we explain what each important term means for you, flag what is missing and suggest changes to negotiate.
• Enforcement. When a party does not perform, we review the contract, your options and the deadlines that apply, and we represent you if the matter becomes a dispute.

Distribution agreements

A distribution agreement governs the relationship between a supplier and the company that resells its products. Because these relationships often run for years, small drafting choices carry a long way. A well drafted distribution agreement usually addresses:

• The territory and whether the distributor has exclusive rights in it.
• Pricing, minimum purchase commitments and payment terms.
• Use of the supplier's trademarks and marketing materials.
• Who is responsible for product quality, regulatory requirements, returns and recalls.
• How and when either side can end the relationship, and what happens to inventory and customers afterward.

If your products carry a brand you want to protect, the trademark terms in a distribution agreement should line up with your wider trademark and intellectual property strategy.

Partnership agreements

When two or more people go into business together, the partnership agreement is the document that keeps the friendship and the business intact. It should spell out each partner's contributions of money, property or work, how profits and losses are shared, who makes which decisions, and how a partner can exit, retire or be bought out. It should also say what happens if a partner dies or becomes unable to work. If you are organizing as a company rather than a general partnership, many of the same terms belong in your operating agreement or shareholder agreement (see our guide to the Florida LLC operating agreement), which we prepare as part of business formation.

Celebrity and influencer agreements

An influencer agreement covers every part of a campaign between an influencer and a brand, from the dates and deliverables to exactly how the brand is presented on social media. The details that cause the most friction are usually:

• The number, format and timing of posts, videos or appearances.
• Approval rights: who signs off on content before it goes live, and how quickly.
• Exclusivity, meaning whether the influencer may promote competing brands during or after the campaign.
• Who owns the content afterward and how long the brand may use it.
• Payment milestones, and what happens if a post is late, missing or off message.

We represent both brands and talent, and the goal on either side is the same: an agreement clear enough that nobody is surprised.

Other contracts we prepare and review

Beyond those three agreement types, we handle the everyday contracts a business runs on: vendor and supply agreements, customer and services agreements, consulting agreements, confidentiality agreements and online terms for companies that sell over the internet. For contracts tied to property, such as a commercial lease, our commercial real estate team works alongside us.

Breach of contract basics in Florida

A breach of contract happens when a party fails to do what the agreement requires, whether that is paying on time, delivering goods or services, or honoring an exclusivity or confidentiality promise. Not every problem is a breach, and not every breach is worth a lawsuit. The first questions are always what the contract actually says, what you have lost and what remedies the contract itself provides.

Timing matters too. Florida's statute of limitations sets deadlines for bringing contract claims:

• Written contracts. A legal or equitable action on a contract founded on a written instrument generally must be brought within five years (section 95.11(2)(b), Florida Statutes).
• Contracts not in writing. An action on a contract, obligation or liability not founded on a written instrument, including an action for the sale and delivery of goods, generally must be brought within four years (section 95.11(3)(j)).

These are general rules, and exceptions can apply, so the deadline for a particular claim is worth confirming with an attorney early. Many contracts also require notice, a chance to cure, mediation or arbitration before a lawsuit can be filed. When a dispute cannot be resolved, our business litigation team takes it forward.

How we review a contract

1. We learn the deal. What are you buying, selling or promising, and what matters most to you?
2. We read for risk. We look at payment, performance, termination, liability, dispute resolution and the terms that are missing.
3. We explain it plainly. You receive a clear summary of the issues and our suggested changes.
4. We negotiate or finalize. We work with the other side, or with you, until the agreement reflects the deal.

Our founding partner, David Cannady, is a former Florida prosecutor. That courtroom experience shapes how we draft: every important clause is written with the question of how a judge or arbitrator would read it. You can meet with us in Fort Lauderdale, Indian Harbour Beach or Orlando.