Atlanta Business Lawyer Blog

"Due Diligence,” is an expansive term used in commercial real estate. This term is commonly used to refer to the process of examination, inspection, and investigation of real property to determine the suitability of the property for a certain transaction before a purchaser consummates the purchase of the property. The term “Due Diligence” is also used in business transactions to refer to the process of examination, inspection, and investigation of a business entity before an acquisition, merger, buy-out, loan, or other transaction takes place.

In almost all Georgia Commercial lease agreements and other commercial real estate transactions, due diligence should be unconditionally carried out before any agreement is entered into. Commercial transactions are usually complex and frequently cause problems when the parties involved fail to seek legal counsel to help them understand and guide them through the Georgia real estate transaction process. One reason for the complexity is that some real estate terms are not commonly understood by people outside of the industry and can carry significant legal consequences. Some of these terms include “subordination,” “triple net lease,” “tenant improvement allowance,” “estoppel certificates”, “demised area”, “CAM charges”, “base rent”, “escalation,” and/or “rise” An Atlanta, Georgia Real Estate Lease Attorney understands and uses these terms and can ensure that their client’s needs are met. In addition to terminology, there are many other factors that complicate real estate transactions but that need to be negotiated, like parking space allotment, signage restrictions, exclusivity provisions, and/or insurance requirements.

Because of the complex nature of commercial real estate leases and contracts, without thorough investigation and due diligence, a lessee or buyer can be bound by a contract that does not fully serve their needs or inhibits their business venture. Sometimes the terms of these agreements span several years, many decades, or are final. Thus, proper review, negotiation and preparation of contracts and agreements is critical. Additionally, most lease agreements or property purchases add value to a Georgia business entity as either an asset or a liability, so careful consideration is required during the due diligence period.

In my Atlanta, Georgia Real Estate Law Firm, I have seen many clients come to me regarding Georgia real estate transactions only after issues have already surfaced. It is much more efficient and cost effective to seek legal counsel before signing any real estate agreement. The trouble and money saved by putting in the proper due diligence up front is worth the nominal expense. As a lessee, it is important to keep in mind that commercial landlords will always present lease contracts that promote their own best interests. As a result, it is imperative to have your own Georgia attorney review all commercial real estate contracts and make the appropriate modifications in favor of your interests. The same is true for the seller’s of commercial real estate, and the same extreme caution must be taken to protect the buyer’s interests.

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In my Atlanta, Georgia Partnership litigation law firm, I have noticed many individuals are stepping away from their employment with large companies to start their own Georgia businesses. Some feel that the current economic situation has provided a golden opportunity that should be seized and others are forced to move on after being downsized by their companies. Often, these businesses are Georgia partnerships formed with friend, family and/or former work colleagues. Unfortunately, a great percentage of people begin these Georgia partnerships without the proper legal guidance or documentation based on Georgia’s partnership laws. Unwittingly, these would be business partners believe that long time personal relationships between partners, their own personal business knowledge, or other such reasons, will sufficiently protect their Georgia business partnership from internal strife, power struggles, and/or economic failure.

The fact is, even under ideal circumstances, Georgia partnerships are complex and should not be left unchecked. While partnership agreements do keep the “honest people honest,” they also stop abuse by others with less than honorable intentions. As an Atlanta Business Partnership Lawyer, I have handled many cases where even the best intentions between business partners could not stop Georgia partnership litigation from arising. In cases when the business entity does survive, the resulting chaos usually proves to be costly and detrimental to the business.

Thus, preventing Georgia partnership disputes is paramount. This involves retaining an experienced Georgia partnership attorney at the beginning of the partnership to construct a fair and manageable business relationship between partners. The next best thing to beginning a business relationship, in which a Georgia partnership lawyer skillfully guides you, is to catch a Georgia business partnership dispute before it gets serious in order to protect your interests. Usually, the first partner who realizes this and seeks legal guidance has the upper hand in the outcome of any Georgia partnership dispute, litigation, or dissolution.

Georgia partnership disputes can surface between and among anyone with an interest or influence on the company, including Georgia partnership shareholders and family members. Once disputes do arise, business partners are inclined to blame one another for any business failures. Common issues to address when a business is failing include whether or not to sell the company, employee retention, and company management. An experienced Georgia Business Partnership Attorney can help sort out these issues and provide the most beneficial solution to all involved.

The Georgia business partnership attorneys at The Adams Law Offices can assist you in determining and implementing solutions to resolve disagreements between partners, protect Georgia partnership interests, or effectuate partnership dissolutions. While litigation is the most common way Georgia partnership disputes are resolved, mediation or arbitration are also wise dispute resolution options. Other alternatives include buy-outs, settlements and distribution or sale of the business entity.

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Finding a construction defect in your Georgia home can be a devastating experience that leads to costly repairs and a significant drop in the home’s value. This is especially true if these defects are not quickly corrected or allowed to worsen. In my Atlanta Construction Defect Law firm, I find that there are several common types of defects that occur. Design defects are created in the initial planning stages if the architect or engineer does not follow industry standards in drafting the design. Construction deficiencies are evident when the structure is built using inferior workmanship. Material defects arise when the builder uses substandard materials in the construction of the structure. Subsurface deficiencies occur when the structure’s foundation is inadequate for the type and configuration of the land upon which the structure is built.

It is critical that you seek legal counsel when faced with one of the above construction defects. A qualified Georgia Construction Defect Attorney can help you identify the best possible strategy to resolve the issue. One first step is the identification of an architect or engineer who provides litigation and arbitration support and can provide a thorough inspection. The inspection should be done as soon as a problem is noticed or suspected, but it is important to pick an appropriate professional expert to conduct do the inspection.

An experienced Atlanta, Georgia construction attorney will be able to put you in contact with an architect or engineer that is qualified to review and evaluate the type of construction defect(s) found, even if it is not immediately evident when visually inspected. Finding the right expert to provide this data is critical. Besides providing the inspection, the expert architect or engineer likely will be be providing testimony and case support during the Georgia construction litigation or arbitration process and will be asked to propose corrective measures. Under Georgia law, you do have legal recourse and can fight to restore the structure and/or receive compensation for damage.

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As an Atlanta, Georgia Business Litigation Attorney, I have seen a change in the way business is conducted since the economy started to decline a few years ago. The change is most evident in heavily populated urban areas like Atlanta, but can also be seen across Georgia. The level of trepidation is palpable and Georgia business deals are heavily scrutinized. This means your Georgia business lawyer should conduct intense due diligence prior to letting their client enter into any Georgia business agreement.

The shift can be attributed to the struggle that most businesses are engaged in due to the poor global economic situation. The economic climate has influenced the business community to become more ruthless. Many companies are enforcing contractual agreements strictly and not allowing for any leeway in interpretation or timing. The ability of a customer to pick up the phone, and with a short phone call, gain one-time forgiveness for a particular contractual term, like a payment deadline, is limited. Most companies are tightening their belts and putting profits before customer service and long-standing relationships.

Unfortunately, the state of the economy has encouraged a more serious and illegal type of behavior. Some business people are resorting to fraudulent activities in their business dealings. These activities include, but are not limited to, false advertising, product misrepresentation, and substandard quality resulting in known product defects. As the incidence of business failure increases, more business are resorting to these desperate measures. Because of this, Georgia business dealings between close friends, relatives, and long-time business partners are being scrutinized more closely.

The overall result is a climate of general apprehension. When faced with any contractual issue, it is imperative to seek the legal counsel of a competent Atlanta, Georgia Business Litigation Law Firm. An experienced Georgia business litigation attorney can assist in protecting you during contract negotiations when setting up a business deal and help you later on if disputes arise. As a consumer being represented by an Atlanta business lawyer will let you know your rights up front. As a business owner working with an Atlanta business attorney will give you knowledge of your level of risk and responsibility in any business arrangement.

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In my law practice as an ATL Business Lawyer handling employment contracts, I have noticed a sharp increase in Georgia employment contract litigation/lawsuits regarding non-competition and non-solicitation clauses in Georgia employment contracts. It is my opinion that the weak US economy is responsible for the sharp increase in Georgia employment contract litigation. While I believe the US economy shows some signs if improvement, many Georgia companies continue to struggle to make sales forecasts and hold on to employees. To be more specific, it is my opinion the current tough business environment has caused an increase in the number of disputes and lawsuits that involve non-competition or non-solicitation agreements between former employers and employees. In Georgia, non-competition (commonly known by employment attorneys as Georgia non-compete contracts) and non-solicitation contracts are common in many industries and protect the company from former employees who might otherwise compete directly with the company or solicit business from the company’s clients.

Potential employers can become wary of candidates that they are considering hiring once it is discovered that they signed a Georgia non-compete or non-solicitation agreement at a former company. The fear is that the hiring company may be pulled into a lawsuit filed by the employee’s former company. When a former employee is being sued over a non-compete that is invalid, a qualified Atlanta Business Contract Attorney is essential in arguing to have the non-compete contract case dismissed thereby allowing the employee to continue to working.

Under Georgia law, many non-compete and non-solicitation contracts are found to be unenforceable for the simple reason that they are too broad in scope. For non-competition agreements, if only one clause in the agreement is found to be unenforceable then the entire agreement is invalid. When non-competition and non-solicitation agreements are properly written, they are key in protecting a company’s interests when employees leave. However, to guarantee that these written agreements are enforceable, companies must include restrictive provisions that are reasonable under Georgia employment law. Georgia has well-founded public policies that protect against restraints on trade, so any company using a non-competition or non-solicitation agreement needs to make the contract sufficiently narrow to be enforceable. In all Georgia non-compete lawsuits, three primary questions are asked and scrutinized by the Georgia courts in the following manner:

One: Is the scope of the duties of the employee substantially similar to the duties the employee undertook in his or her previous employment? Two: Is the time-period for which the former employee is prevented from competing short enough to be considered reasonable? In most cases, a two-year time-period in which a former employee cannot compete with his former employer is the outer time limit a Georgia court will hold enforceable. Third: are the restrictions on the geographic region in which the employee is prevented from working sufficiently narrow and effectively predetermined for the non-competition agreement to be held enforceable by a Georgia court?

Non-solicitation agreements are also a restraint on trade and undermine competition among Georgia businesses, and therefore heavily scrutinized by Georgia courts. However, as a general rule they are held enforceable by Georgia courts much more often than non-competition clauses. Non-solicitation clauses prevent a former employee from taking clients away from his former employer. Actions by a former employee that would be grounds for a Georgia court to order and injunction due to a non-solicitation agreement would be the use of his or her former employer’s client list to contact clients of the former employer and solicit their business over to his or her new employer.

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