Business and Commercial
Disputes & Litigation
While we work to prevent them through good planning and advice, there are times when disputes arise in business and commercial arrangements — and our team of litigators is always ready to defend our clients.
Salter McGowan Sylvia & Leonard engages in litigation in all of our core practice areas.
The litigation matters we handle include:
- Shareholder and limited liability company member disputes
- Corporate deadlocks
- Stock buy-outs
- Business, commercial and lender litigation
- Bankruptcy Adversary proceedings
- Receivership litigation
- Will, trust, and probate conflicts and disputes
Our attorneys also have experience in acting as mediators and other neutrals in business litigation.
If litigation is required, you can feel confident that our team will represent you appropriately and ensure you always understand what we are trying to achieve on your behalf.
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Frequently Asked Questions
A personal guaranty is typically found in financing agreements with a small business, the lender and the small business owner. The personal guaranty is an agreement that will make the person signing (the guarantor) liable for a third party’s debt or obligation. Providing a guaranty means that if the third party (usually a business) fails to pay its debts or obligations, the lender may proceed against the guarantor for the outstanding debt.
A bankruptcy preference is where a debtor or trustee in a bankruptcy seeks to recover a payment that was made to a creditor within 90 days (between 90 days and one year if an insider) of the bankruptcy filing. There are certain defenses to a preference action, with the three most common being:
(i) the “ordinary course of business” defense, which requires the creditor to show that the payment was made in the ordinary course of business between the creditor and debtor, (ii) the “contemporaneous exchange for new goods or services” defense, which requires the creditor to prove that it provided good or services at or near the same time as payment, and the payment was of equal value to the goods or services and (iii) the “new value” defense, which requires the creditor to prove that it provided the debtor with new value after the transfer was made.
A shareholder dispute generally arises when shareholders of a corporation disagree about the direction, financial matters or governance of the corporation. While shareholder disputes can arise in a variety of different ways, frequent disagreements arise over:
Breach of Fiduciary Duty – shareholders of corporations have duties and obligations towards each other and must deal with each other in good faith;
Breach of Shareholder Agreement – breaches of the shareholder agreement which would consist of a breach of any covenant in the shareholder agreement; and
Minority Shareholder Oppression – this occurs when shareholders owning a majority of the voting control in a corporation take action that unfairly prejudices a minority shareholder.
While having a well-written shareholder agreement can help limit shareholder disputes, to the extent issues arise, shareholder may look to: (i) arbitration (which may already be a requirement in the shareholder agreement), (ii) litigation in a civil proceeding or (iii) mediation, as a means of resolving the dispute.
