As an experienced ATL Business Lawyer and Real Estate Lease Lawyer, I always recommend that my clients have a lawyer review all lease agreements. This is especially true with Georgia commercial leases in Atlanta, which when entered into carelessly can severely limit your success. Without the proper due diligence, your business may suffer if the Georgia commercial lease prevents you from addressing important issues such as signage, parking and physical expansion. This is definitely where spending money to protect your interest is a good idea. Of course, this is my opinion, but I have seen Commercial Landlords become more and more ruthless. The reason? This economy has them losing money and scared, like the rest of us. Therefore, I tender to you the following suggestions:

Keep an eye out for leases that contain the following five pitfalls, and remember to always consult with a qualified real estate contract attorney before signing any lease.

1) Short lease term with a vague renewal clause. It is risky to sign a short lease that gives you no option to renew or that has only vague renewal terms. Lease renewal options give you flexibility and should be clear and concise. The renewal clause should state when you must renew and the percentage that the rent may increase when renewing. Long-term leases are fine for established businesses, but if you are signing a lease for a start-up, then a shorter lease with an option to renew may be ideal.

2) Unfavorable relocation terms. In a relocation clause the landlord states his right to move your business to a different part of the building in order to accommodate another tenant. It is not always possible to avoid this clause, but you can make sure that you have a written agreement that states the terms of the relocation. In the clause you can ensure that the rent will not increase and that the landlord will pay for moving expenses and any required renovations to bring the space up to the same standard as the previous space. It is a good idea to make sure that the clause gives you a minimum of one-month notice if relocation is required.

3) Undefined Fees. All fees to be paid must be stated in the lease agreement. It is not uncommon for landlords to charge fees that were not agreed upon in the lease. In these cases, it is best not to pay these undefined fees. Consult an attorney if the landlord insists.

4) Restrictions that limit growth of your business. All businesses grow and change. Your lease should not restrict you from improving and modifying your space to meet your business needs. This should be negotiated with the commercial landlord and written into the lease before signing.

5) Verbal Agreements. All negotiated terms should be included in the written lease agreement. Verbal or handshake agreements are hard to enforce and can risk your business. Put everything in writing.

Georgia Commercial Leases are generally landlord friendly. Our Firm’s specialty practice areas. From our Atlanta-based Main-Office, Our Atlanta Lease Lawyers handle Georgia Contract Drafting, Negotiating, and Disputes, all over Georgia. Some of the counties and cities include Atlanta, Buckhead, Sandy Springs, Fulton County, Gwinnett County, Duluth, Lawrenceville, Forsyth County, Cumming, Cobb County, Marietta, Acworth, Kennesaw, DeKalb County, North Atlanta, Decatur.
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In my years as an Atlanta and Marietta Business Attorney, I have found the area of Georgia Slander Legal Proceedings, and the First Amendment very intriguing. Under Georgia legal statutes, slander is a form of defamation that is punishable by law.

Slander occurs when a person makes a spoken statement, with negligence or malice, which is false.

The statement can damage an individual’s or business’ reputation and can be made during a conversation with one person or in front of a large audience. Statements that are true and can be proven as such, despite the negative impact of those statements, are not considered slander and cannot be considered in a Georgia defamation case. Additionally, statements that contain small inaccuracies, but that were made with good intention, will usually be overlooked by the court. This is true as long as the statement’s fundamental essence is not false.

Some statements are protected from being classified as slander due to “privilege,” but only if not made maliciously. In Georgia, privileged statements include comments regarding the actions of public officials. Attorneys also are given privilege to make statements that may be considered false by opposing counsel during the course of working on legal cases. Similarly, business people are afforded some margin of error in making statements about others. The court is likely to dismiss a single instance of false commentary about a third party, as long as that statement is not about a general incompetence, ignorance or lack of ability of that individual or business.

Federal law currently dictates the treatment of public figures in Georgia defamation cases. The premise is that these public figures, such as politicians and celebrities, have chosen a life that is subject to a certain level of public scrutiny. As a result, the plaintiffs in these defamation cases must prove that statements were made with true malice and disregard for the truth. In defamation cases involving private figures, federal law defers to state law. Private figures may collect damages in Georgia defamation lawsuits, by proving that the defendant intended simple negligence, and not necessarily malice.
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As an Atlanta, Georgia commercial dispute attorney, I have know Georgia defamation lawsuits are commonly reported in the media involving movie stars, professional athletes and other celebrities who claim that false statements have been made about them. But defamation lawsuits can also blindside Georgia business owners who may be unaware of how communications made by their employees can be interpreted under the law. Even false statements innocently made by employees about competitors or other third parties put businesses at risk. Statements made verbally in a business meeting or communicated via written documents, such as letters, advertising, press releases and emails, can be a source for damaging lawsuits. As a result, it is imperative that all communications, especially those intended for wide distribution, be checked for fairness and accuracy.

Georgia law outlines the four main elements of a defamation claim. The first is the false statement, which may be spoken (known as “slander”) or written (known as “libel”). Secondly, the statement must be spoken or communicated in writing to a third party. Thirdly, the defendant must be shown to have acted with negligence or, in some cases, malice. Lastly, the law requires that damage to the plaintiff be proven, unless the suit is classified as “per se” defamation. “Per se” defamation is based on false statements that are so egregious that they are automatically presumed to be harmful. Examples under which Georgia law considers a statement to be defamatory “per se” include statements that charge the plaintiff with a crime punishable under the law, or statements intended to damage the office or profession of the plaintiff.

The personnel departments of companies must be extremely careful about defamation concerning former employees. For this reason, it is critical to have an experienced North Georgia Business Lawyer review the policies and procedures concerning employee hiring and termination. The company’s communication policy should be reviewed as well, with the prevention of defamation lawsuits in mind. Additionally, it may be wise to consider insurance coverage in the event that any defamation claims are filed against the company.
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Over the years I have handled many construction claims in my Atlanta, Georgia Construction Litigation Law Firm. Many intricacies to construction litigation are not understood by attorneys that do not normally litigate or arbitrate these types of cases. Two of the key concerns of plaintiffs in any Georgia construction dispute are to determine who is liable for Georgia commercial or residential construction defects, and who will pay for the damages that can be recovered. With possibly dozens of workers who touched the worksite, including architects, builders, contractors and independent sub-contractors, it can be difficult to sort out what exactly caused the issue and who the responsible party is.

Many people would automatically assume that the officers and employees of the construction company, when incorporated, would be protected from liability. But under Georgia law, there are ways to assign responsibility to construction company representatives, even when the company is incorporated. Having the construction litigation experience to address these issues effectively is critical. As a result, retaining legal counsel from an experienced Georgia construction litigation and arbitration lawyer is necessary to obtain a favorable outcome.

Besides providing representation for property owners with claims, construction litigation and arbitration attorneys can help construction companies and contractors in Georgia assess risk and organize defenses against potential claims. In today’s tough economic climate, builders and construction companies cannot afford to lose money on lawsuits that expend precious resources. Retaining the best possible Atlanta, Georgia construction legal counsel will save time and money for defendants.
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In my Atlanta, Georgia Commercial Real Estate law practice, I help clients with all types of Atlanta, Georgia real estate transactions, disputes, and litigation. While some consider only consulting with a lawyer when problems occur, an experienced Georgia commercial real estate lawyer will work with his clients to prevent problems from occurring. Commercial real estate brokers and lawyers provide valuable services to anyone buying or selling commercial real estate. In fact, it is even more imperative to protect yourself in the current tumultuous and fragile real estate environment.

When selling and/or purchasing commercial property it is a good idea to work with both a commercial real estate broker and a commercial real estate lawyer. Real estate brokers help clients find properties and will negotiate the terms of the purchase agreement. A good commercial property broker has a wealth of knowledge about the market and will network with other brokers to gather information that will ultimately benefit the client. Real estate brokers also have contacts in related fields, such as mortgage brokers, and property inspectors.

Atlanta, Georgia Commercial real estate lawyers can help commercial property investors because they are qualified to dispense legal advice and will protect the client from costly mistakes. As an expert in real estate law, I know an our Georgia real estate attorneys will draft effective legal documents to represent and protect their both in and of court. An experienced Atlanta, Georgia commercial real estate lawyer can handle a wide variety of real estate issues, such as construction defects, land use and zoning and contract disputes. Moreover, at the end of the day, an Atlanta commercial real estate lawyer has no qualms about killing a deal, which does not serve his client’s bests interests. This is inherent because commercial real estate lawyers are usually paid hourly, and not only if the deal goes through. This is oftentimes the case with commercial real estate brokers and I fear there have been times when they have looked the other way to ensure the deal goes through, and thus payment of their commission is ensured.
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The focus of this Blog Article will be Self-Dealing and Breach of Fiduciary Duties in this scenario. However, it is important to note that that Self-Dealing is just one way a breach of fiduciary duty can occur.

There are numerous situations where breach of fiduciary duties can arise. There are also many types of fiduciary duties, which can arise. Some of the most commonly breached fiduciary duties are as follows:

• Self Dealing

• Misappropriation of Funds

• Neglect of Fiduciary Duty

• Usurping Business Opportunities for Personal Gain

• Abuse of Power

• Shareholder Oppression

• Shareholder Squeeze Out

• Shareholder Freeze Out

• Conversion of Funds

• Failure to Act When Fiduciary Duty Imposes Such A Requirement

There are also a number of relationships that give rise to fiduciary duties. Some are as follows:

• Directors and Officers in Corporations

• Partners in Business

• Real Estate Brokers

• Real Estate Agents

• Stockholders/Shareholders

• Financial Advisors

• Financial Brokers

• Executors of Estates

• Trustees of Trusts

• Administrators of Estates

• Personal Representatives of Estates

• Guardianships of Wards

• Conservatorshops of Wards

• Powers of Attorney

• Health Care Situations

These different types of breaches of fiduciary duties will be addressed throughout this Atlanta Business Lawyer Blog over the course of time. However, for the purpose of this Blog Article, we will concentrate on one of the most frequently breached fiduciary duties, the classic case of “Self Dealing“.

Self-dealing is often occurs between officers and directors of Georgia corporations have a fiduciary duty of care and loyalty to the shareholders of those organizations. As such, under Georgia law they are obligated to act in good faith and in the corporation’s best interests. When officers or directors put their own personal interests above those of the corporation and shareholders (i.e. by using corporate assets for their own benefit), this is considered self-dealing. Issues such as self-dealing are a growing issue and occurrence in corporations. The Atlanta Fiduciary Law Attorneys in my Atlanta, Georgia Business Firm have represented numerous clients who have made with claims concerning self-dealing against the “higher-ups” and/or other “shareholders” in the corporation.

When this type of allegation is brought forward, the plaintiff must provide proof that the officer or director derived personal benefit from the transaction. If this is shown, then the officer or director must defend their actions by demonstrating that the transaction was for the benefit of the Georgia Corporation, and any perceived self-dealing was just happenstance and circumstantial. Even when the director or officer does prove that the action was favorable to the corporation, and ultimately the shareholders, it still may be considered a breach of fiduciary duty.

Self-dealing and other breaches of fiduciary duty can financially destroy a corporation. Thus, it is essential to have an operating agreement that clearly defines the obligations of all members and interested parties to a corporation. An experienced Atlanta, Georgia Fiduciary Law Attorney can put a stop to the self-dealing and adequately assist in imposing remedies in equity and at law upon the self-dealing party. Nevertheless, to dispense with arguments that self-dealing did or did not occur; it is wise to have an Georgia operating agreement that defines the responsibilities among members of the company, both for shareholders, directors and officers, and employees. A comprehensive operating agreement should be part of the beginning and day to day operation of any corporation.
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As an Atlanta, Georgia construction lawyer who focuses on Georgia home construction defects, I am well aware that an improperly installed roof can quickly compromise the total structure of the building it was meant to protect. A sound roof is similar to a solid foundation; a sound roofing system will shield a home from the elements and prevent water damage, energy loss and insect and animal infestations. This is aside from the direct, more open and obvious damages an improper roof can cause.

Quite often in the case of roofing, out of sight is out of mind. It is easy to overlook hard to reach parts of a house and multi-story structures and roof slopes can make self-inspection difficult. It is well worth the money spent to have your roof properly and thoroughly checked for Georgia roofing construction defects that can cause deterioration and damage. This is true even though a roofing professional needs to be hired to perform this task.

Some roofing deterioration is a part of age, but other conditions are a result of poor workmanship and cost cutting by installers. Whenever hiring a roofing company, it is best to personally oversee any roofing work that is done. But many times this is not possible, especially when purchasing an older home that has just been re-roofed, or a new home several months after construction is complete. Once a roofing defect is suspected, it is important to retain an Atlanta, Georgia Construction Defect Attorney to help recover damages.

Understanding some of the key components of a good roofing system will help homeowners recognize the types of roofing defects that cause future structural damage.

• Decking – This is the base, into which shingles are nailed. In newer homes plywood is the most common decking material.

Shingles – Improperly installed or sub-standard shingles will deteriorate more rapidly and shorten the life of your roof. Shingles come in many types, including asphalt, wood, metal and clay. Asphalt shingles are the most economical and common type. Bald spots on asphalt shingles indicate a loss of granules and, if the roof is newer, can indicate poor shingle quality.

Roof Vents and Soffits – When venting is sufficient, it prolongs the life of the roof by removing heat and moisture from the attic. Improperly installed, or insufficient venting, can cause excessive energy usage (to cool and heat the home) and be the source of structural damage, such as deck warping, and mold/mildew. In cold climates during the winter, heat buildup in the attic can lead to the formation of ice dams on the roof that cause leaking.

Flashing – Flashing, when installed properly, will stop water from entering the home around vent pipes, chimneys, skylights and where the roof might meet an exterior wall surface.

Gutters and eaves troughs – These systems carry water off the roof and away from the foundation. A poorly designed drainage system on a pitched roof will not usually cause leaks, but can damage the home’s foundation. For flat roofs, improperly designed drainage will eventually compromise the roofing material and cause leaks.

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“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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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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