Commercial and Business Litigation

 

Handling any kind of litigation successfully and strategically requires identifying the objective right away, developing a practical and cost-effective plan to reach that objective, and executing on that plan.  Commercial and business litigation add layers of complications such as the management of relationships with partners, vendors, lenders, and customers who may be impacted (however tangentially) by the litigation, or accounting for reputational concerns that may be implicated in unique ways.  Jason prides himself on his ability to balance all of these factors, execute litigation strategy efficiently, and never lose sight of the big picture, no matter how complex the problem, and no matter the number of jurisdictions in which a problem may play out.

Jason has litigated a variety of types of commercial and business disputes, including breach of contract / warranty claims, corporate fiduciary malfeasance, business divorces, insurance coverage, and non-disclosure, non-solicitation, and non-competition agreement violations.  As part of his business and commercial litigation practice, he has gained considerable experience in representing financially distressed businesses, working with creditors and their counsel to come up with viable plans to retire debt and resolve disputes by “win-win” deals to avoid bankruptcies.

Some of Jason’s representative engagements are as follows:

 
 

Contract Disputes

Jason has litigated issues of contract formation, breach, and enforcement from many different angles.

  • Defense of commercial real estate developer against various breach of contract claims brought by vendors, creditors, and stakeholders against various claims arising out of distressed commercial properties and failed projects.
  • Defense of medical practice against claim asserted by doctor that a contract had been reached for the doctor to join the practice.
  • Defense of law firm against claims made by former partner claiming various breaches of contract theories pertaining to unpaid compensation and pension obligations.
  • Defense of custom equipment manufacturer against claims of breach of contract and breach of warranty.
  • Defense of lease guarantor against action to enforce guaranty.

Fraud, Breach of Fiduciary Duty, Tortious Interference, And Other Business Torts

Jason has litigated numerous matters involving more than mere non-performance of a contract to include unfair, fraudulent, and otherwise unlawful behavior, including those listed below:

  • Defense of company fiduciary against claims made by company member of being fraudulently induced to sign loan guaranty, and of fraudulent transfer by fiduciary.
  • Defense of investor claims of fraud, negligent misrepresentation, conversion and unjust enrichment, among others.
  • Representation of public housing agency in prosecution of counterclaims against former project developer for breach of contract and fraudulent misrepresentation. 
  • Representation of company victimized by employee theft against accountant.
  • Defense of national bank against claims brought by customer seeking to hold bank responsible for alleged acts of branch employees advising the customer to structure currency transactions in violation of the federal Bank Secrecy Act, leading to a federal investigation of the customer
  • Representation of wastewater treatment technology designer and manufacturer against sales representative firm in case alleging rep firm fraudulent diverted business opportunities away from client and to competitors. 

Corporate Veil Piercing, Successor Liability, Fraudulent Transfer

Frequently, the magnitude of a legal dispute, the relative size of the target defendant, or some combination of those two factors, lead claimants in legal disputes to seek recovery against third parties under a number of legal theories such as successor liability, fraudulent transfer and corporate veil piercing.  Jason’s representative engagements include the following:

  • Defense of foreign holding company against corporate veil piercing claims brought by Cincinnati-area distributor against oil filter manufacturer majority-owned by holding company.
  • Defense of holding and management company against successor liability, fraudulent transfer, and corporate veil piercing claims asserted in conjunction with numerous lawsuits filed in various jurisdictions – including Kentucky, Minnesota, Utah, and Washington – against medical device manufacturing company.

Business Dissolution

Businesses fail for a variety of reasons. When they do, there is often a belief that fault lies with a particular stakeholder in the company, or partners come to the conclusion that they are better off apart than together, and difficult questions arise about the division of company assets, the continued practice of intellectual property rights, and other matters connected to a “business divorce.”  Jason has helped clients navigate and, if necessary, litigate the thorny issues that arise when businesses wind up.  His representative engagements include the following:

  • Representation of commercial real estate developer in resolution of various claims from failed venture involving multiple shopping center developments.
  • Representation of North American representative of German analytic equipment manufacturer in case involving claims stemming from dissolution of business relationship.  
  • Represented wastewater treatment technology manufacturer against Canadian joint venturer in dissolution of company.