Differences Between Operating Agreements and Franchise Agreements

Contract-attorneys-in-Coral-SpringsAs experienced contract attorneys in Coral Springs, we at Reinfeld & Cabrera, P.A. have often been asked to explain the differences between operating agreements and franchise agreements. We know that opening a new business is scary enough without the help of contract attorneys, but Coral Springs really offers a wealth of opportunity for new business owners. However, without the guidance of reliable contract attorneys in Coral Springs, you could find yourself in a mass of confusion such as in understanding the differences between operating agreements and franchise agreements.

Despite the fact that both operating agreements and franchise agreements are used to structure the function and responsibilities of businesses and business owners, these documents are actually used in very different circumstances.

Operating Agreement:
An operating agreement is an essential document in the formation of a Limited Liability Company (LLC). Owing to the fact that an LLC is a flexible form of business with the ability to be created in many different ways, an operating agreement is crucial to the company formation as it is the document that clearly defines with whom the responsibility of the company sits. The operating agreement lists the members of the company, as well as specifies the internal operations of the company. In doing this, the operating agreement is able to provide the information on who has authority for various roles and how this authority can be modified. One of the primary uses of the operating agreement in an LLC is for protection and clarification. It is able to provide listed business members protection from personal liability, thus shifting liability for business actions onto the business instead of the members. Not only does an operating agreement provide protection but it also clarifies verbal agreements and makes sure that all state regulations are met.

Franchise Agreement:
Although a franchise agreement may seem similar to an operating agreement in many ways, there are a number of important differences to take into account. While an operating agreement provides business structure and member information, a franchise agreement, on the other hand, is a contract between a franchisee and a franchiser. A franchise is a binding document, wherein the franchisee is given the ability by the franchiser to use the franchise name, trademarks and assistance that is attached to it, for the purposes of starting a new business. Two other important distinctions between the operating agreement and franchise agreement are the obligations and division of fees sections found only in the franchise agreement. The division of fees section stipulates the division between which business fees the franchiser must pay and which the franchisee must pay while the obligations section contains the information regarding 1. Obligatory franchiser assistance provided to the franchisee; and 2. Amount of profits that the franchisee is to pay the franchiser

When it comes to operating agreements and franchise agreements, you would be well advised to contact practiced contract attorneys in Coral Springs – such as Reinfeld & Cabrera, P.A. – to ensure that your best interests are taken care of when forming a new business. Contact us today for your free initial consultation.

What is Commercial Litigation?


You may know someone who is a commercial litigation attorney, but have you ever found yourself wondering “what is commercial litigation?” As experienced commercial litigation lawyers ourselves, we at Reinfeld & Cabrera, P.A. are here to answer your questions on commercial litigation.

What is commercial litigation?
Let’s start with commercial law: commercial law, also known as a part of business law, applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales. Therefore, commercial litigation is any dispute which may arise in any business activities and which most often results in court proceedings to settle the issue. Usually these disputes are focussed on property or finances with some examples being corporate governance, banking transactions, mergers and acquisitions.

Why is commercial litigation necessary?
During the day-to-day events of any business, many legal matters may arise and need to be dealt with. Because commercial industries fall under both private and public law, these legal matters are of utmost importance to the smooth running and wellbeing of your business. As any business owner, large or small, will know, you cannot run a business without finances and paperwork. Things like taxes, employee contracts and property rental agreements are all legal matters and any number of issues may arise in these areas when running a business. So it is important for any issue either to be avoided through well drawn-up contracts and negotiations or to be dealt with quickly and efficiently in court to avoid growing expenses and wasting business hours on the problem.

What does a commercial litigation lawyer do?
The aim of a commercial litigation attorney is primarily to represent you and your business in a court of law during a commercial litigation case. However, a commercial litigation attorney can be tremendously useful when consulted beforehand to try to avoid ever having to go to court (as this may turn into a costly experience). They are extremely knowledgeable and skilful in all aspects of commercial law. A good commercial litigation attorney will be able to guide you through any and all aspects of your business which may fall under the wing of commercial law.

Do I need a commercial litigation attorney?
The short answer is: if you have a business or partake in any business dealings, yes. The long answer: a commercial litigation attorney can help you in all legal business matters in or out of court. These may include a breach of contract, sales disputes, contract negotiation and preparation. And whether your business is a brand new small start-up business or a massive multi-national corporation, chances are you will eventually need a good commercial litigation attorney.

So now that you know a bit more about commercial litigation, you can see the importance of knowing a good commercial litigation attorney. If you don’t already know one, let Reinfeld & Cabrera give you a free consultation and never worry about commercial litigation again.

Differences Between LLCs and Corporations

Differences-between-LLCs-and-corporationsWhat are the differences between LLCs and corporations in Coral Springs? This may seem like a complicated question but that is why we at Reinfeld & Cabrera P.A. are here to help you decide which business model best suits your needs.

To help you get your head around things it is important to remember that corporations in Coral Springs can be broken down into S corporations and C corporations.

The most important difference between S corporations and C corporations, simply put, is based on taxation. C corporations have one tax, on a corporate level, on its net income, and another tax to the shareholders when distributions are made. In contrast, S corporations have only one level of taxation and all of their income is allocated to the shareholders. In spite of this C corporations have better tax planning flexibility and have the ability to protect shareholders from direct tax liability. S corporations, on the other hand, are restricted by limitations, such as the number and type of shareholders they can have (no more than 100 shareholders, and shareholders must be US citizens/residents). C corporations have no restrictions on ownership.

Now that you know the basic differences between S corporations and C corporations, lets move on to understanding what LLCs are. LLC stands for Limited Liability Company. LLCs combine the corporate advantage of limited liability protection with the partnership advantage of pass-through taxation. Thus the LLCs income is not taxed at the entity level; however, if the LLC has more than one owner a partnership return should, in general, be completed. Income or loss is passed through the LLC and reported on owners’ individual tax returns.

When considering incorporating a small business in Florida, LLCs or S corporations are arguably top choice. Therefore we have decided to break down the differences between these two formations for you.

Firstly LLCs cannot issue stock. Instead they offer “memberships.” In contrast S corporations can issue stock and are owned by the shareholders. Secondly members or hired managers directly manage their LLCs. In comparison directors and officers manage S corporations. S corporations have certain restrictions that are not applicable to LLCs. One such example is that S corporations are limited to 75 shareholders, while LLCs are not restricted in their number of members. Finally while LLCs have a limited life span of approximately 30 years, S corporations have an unlimited life span.

With all this in mind, you should have just enough information to begin the process of incorporating your business. With the help of experienced attorneys such as Reinfeld & Cabrera P.A. the differences between LLCs and Corporations should be but a small hurdle on your road toward success.

Buying a Business – First Time Commercial Owners in Florida

buying-a-businessThinking about buying a business and becoming a first time commercial owner in Florida? Look no further than Reinfeld & Cabrera, P.A. as we have put together a quick guide of basic advice and information that you will need when buying a business and becoming a first time commercial owner in Florida.

The Florida Business Corporation Act (FBCA) is massive legal ‘instruction manual’ that many first time commercial business owners in Florida find confusing at best. Add to this the Sarbanes–Oxley Act (SOX), and buying a business and becoming a first time commercial owner begins to look more than overwhelming.

To put your mind at ease leave the complicated legal jargon to professionals like Reinfeld & Cabrera, P.A. and take a look at the top tips that many first time commercial business owners in Florida wish they had known before buying a business.

  1. Select and prioritize: Managing multiple business enterprises at once will inhibit your effectiveness and productivity. Focus on one thing, perfect it, and build on that.
  2. Do what you love: A business developed around something that you are personally interested in will stand a greater chance of success. Maximize on your strengths and talents. You will shine.
  3. Be concise in your pitch: 
Always be ready to pitch your business. However keep it to the point and remember less is more.
  4. Do not be a know-it-all: Know where your knowledge lacks and revert to advisors and mentors who will fill in the gaps and assist you in becoming a better businessman.
  5. Be frugal: Learn to manage your cash flow effectively. Consult with mentors and advisors. Make sure you have a handle on your expenses and income.
  6. There is no such thing as the perfect plan: Making mistakes are all part of the adventure. The ability to learn from your mistakes is what will mould you into a successful businessman.
  7. Know when it’s time to quit: If your business doesn’t work out don’t panic. Reflect on the pitfalls and mistakes and use them to guide you in your next business venture. Just remember failure is to be expected, but a true entrepreneur will overcome hardship.

While this is not a definitive list of advice, these are 7 tips to get you started.

With all the legal protocol surrounding buying a business and becoming a first time commercial owner in Florida, it is essential that you choose attorneys who will look after the best interests of you and your new business while providing your company with outstanding representation in the commercial world. Choosing attorneys, such as Reinfeld & Cabrera, P.A. allows you the peace of mind to focus on the things that have inspired you in buying a business and becoming a first time commercial owner in Florida.


contractsA contract is one of the most frequent legal transactions that you will be involved in at any one point in your adult life. No matter what situation you find yourself in that requires a contract, having a basic understanding of contract law is crucial in building solid agreements that will be legally enforceable should a disagreement crop up.

In a nutshell a contract is an agreement that is legally enforceable between two or more parties. The word party includes an individual person, company, or corporation. Contracts made in Coral Springs are governed and enforced by laws in Florida. With this basic definition in mind here is a run down of the overall benefits of having a contract.

Having a watertight contract leaves you open to get right in and do the job itself without worrying about all the legal issues. A few of many benefits of having a contract include; protection for both parties should a dispute arise; ensuring that the agreement entered into by parties is fair; and that all details of the agreement are explicit – this includes that all definitions are stated and agreed to by all parties to the contract. In other words making sure that everybody is on the same page. Therefore if things do go wrong it is always a good idea to have all your bases covered and to make sure that the relationship between both parties is clearly defined in a contract.

A further benefit to having a contract drawn up is that written agreements are far easier to put into effect and enforce than verbal agreements. A professionally drafted contract will be a physical reference point that you can revert to in moments of need. Moments of need include; disputes between parties; recalling important details; or a means of orientation for newcomers to the agreement.

If all of the above factors have still not convinced you that a contract is nothing but beneficial then perhaps the idea of you being the master and commander of your agreement will grab your attention. If you don’t have a written agreement local and state laws will dictate some of the rules for your agreement. If a dispute arises which has not been covered by a written contract, the issue may be taken to court to be resolved. This could leave you on the short end of a very costly stick.

So, under what circumstances do we recommend that you make use of a contract? From rental agreements, business partnerships, and employment contracts, to contracts of sale, prenuptial agreements, and wills, the list is truly endless.

The laws governing contracts in Coral Springs can become overwhelming however, experienced attorneys, such as Reinfeld & Cabrera P.A. are always here to help you.

Business Formations

The process of business formation can be a highly complex and overwhelming endeavour for a first time business owner as well as for a seasoned business professional. Florida has the fourth largest population in the country which serves a thriving business community made up of some of the largest U.S. corporations as well as a multitude of small businesses. At Reinfeld & Cabrera, P.A. we want to guide you through the steps of business formation as quickly and painlessly as possible in order for you to begin reaping the benefits of being a business owner in Florida.

When considering business formations, here are a few steps to break down the process for you:

  1. Naming your business – choosing a name for your business is crucial. When incorporating, the name of your business has to be unique. In other words, no other company can have the exact same name.
  2. LLC or Corporation? – deciding whether your business should be a Limited Liability Company or a corporation depends largely on the business owner and their personal preferences for running their business. However, this decision should not be taken lightly as there are many financial and legal implications of both entities. Attorneys, such as the ones at Reinfeld & Cabrera, P.A., can offer sound professional advice and guidance when it comes to making the best choice for you.
  3. Articles of Business Formation – once you have completed the first two steps, you will need to file the articles of incorporation with the Florida Department of State to legally create the entity. There are many requirements when filing these forms and the experienced attorneys at Reinfeld & Cabrera, P.A. can be of great assistance when dealing with this.
  4. Obtaining your FEIN – next, a request for a Federal Employer Identification Number (FEIN) from the IRS may need to be submitted. The decision whether or not to obtain a FEIN relies on if your business formation is a corporation or a LLC. If it is former, a FEIN will definitely need to be obtained. However, if it is the latter and there is only a single owner of the LLC, the choice is up to the business owner.
  5. Licences – there are many licenses which need to be properly acquired before a business can operate legally. These may either be a business license/occupational license or business tax receipt. They need to be registered with county in which your business operates and it is best to check with an attorney or your local tax collector’s office to see what your county requires.
  6. Banking – lastly, a bank account will need to be opened up in the businesses name and all monies coming in or going out of the business will have to be through this account.

Consulting an experienced attorney such as Reinfeld & Cabrera, P.A. will simplify this complicated process of business formation, enabling you to enjoy the fruit of your labour and see your business flourish.

How to Collect on Business Debt

commercial litigation attorneys in Coral Springs

If you need to collect on a business debt for your company in Coral Springs, commercial litigation attorneys can help. We understand that an unpaid debt could make a very big difference to a small business…even the difference between making a profit and suffering a loss.

It can be a difficult process to collect on a business debt that has remained unpaid for a long period of time. In some cases, commercial litigation attorneys will need to represent your Coral Springs company in court. But before the situation goes to the litigation stage, there are ways that attorneys can help you try to collect your business debt.

You may instinctively recognize some customers who have unpaid bills as those who want to pay but are having money issues or those who are trying to delay payments. For these type of customers, you may be able to arrange for partial payments until the debt can be paid in full. You may also want a proper contract written to ensure enforcement of those rights as well as a judgment personally against the person who is in debt. If you suspect that a customer, who has the means to pay their bills, is doing all things possible to avoid settling the debt, you may want to contact your commercial litigation attorneys in Coral Springs.

The commercial litigation attorneys at Reinfeld & Cabrera, P.A., in Coral Springs, will represent your company’s interests in situations where accounts receivables are owed. In addition to seeking the amount of the debt owed under contract, we can also help you recover attorney’s fees and interest in some situations.

Don’t hesitate to consult with commercial litigation attorneys in Coral Springs. Don’t let an unpaid debt hurt your small business. Let us help you collect the debt and help you better prepare for handling this type of situation in the future.

How to Avoid Litigation via Negotiation and ADR (Alternative Dispute Resolution)

You need to have commercial litigation attorneys lined up if you own a business in the Coral Springs area because having experienced commercial litigation attorneys working for you will actually help you to avoid litigation in the future.

The commercial litigation attorneys at Reinfeld & Cabrera, P.A. in Coral Springs recognize that actually taking a commercial matter to court can be very expensive and very time consuming. It is generally best for all parties to find a way to avoid litigation and settle the dispute before going to court. Our commercial litigation attorneys try to find ways to reduce any future litigation risks for our clients by using several means at our disposal. But when disputes arise, we will help you manage these issues.

Resolving legal matters before going to court can be done in different ways. Your commercial litigation attorneys will first try to negotiate on behalf of your business in Coral Springs. If negotiation does not work, we will then try different forms of alternative dispute resolution (ADR).

Our commercial litigation attorneys in Coral Springs will try, when it suits your specific situation, conciliation, mediation or arbitration as forms of Alternative dispute resolution. Conciliation involves both parties meeting separately with a conciliator who tries to resolve issues between the parties, while mediation involves a third party mediator assisting the two parties to try to reach a settlement. Finally, our commercial litigation attorneys may try arbitration to resolve the matter, which involves a third party adjudicating and issuing a binding decision in order to resolve the dispute.

If both negotiation and alternative dispute resolution fail, then your commercial litigation attorneys in Coral Springs will proceed to court, generally over an issue such as contract disagreements regarding the two parties’ obligations. Don’t wait until you have a commercial litigation matter to handle. Have commercial litigation attorneys try to reduce your future risk before the need to go to court arises.

Discussion on How Demand Letters May Resolve Disputes

When dealing with business matters, disagreements can arise and you will be glad you have business and commercial litigation attorneys on your side to represent your interests. Sometimes a well-written demand letter from a knowledgeable attorney can help you avoid litigation and bring forth a quicker resolution to the business disagreement.

A formal demand letter can be written by a business and commercial litigation attorney, such as those at Reinfeld & Cabrera, P.A. It can be a powerful tool that demands payment, or a specific action, from the other party who is currently in a dispute with the client. The letter documents the dispute, outlines the action or payout the client is seeking, and requests that the action or payment be executed within a specific timeframe or else a lawsuit will be filed.

A well-written demand letter can help a client receive the payment they are looking for, or the specific action, without any further action or litigation. Knowledgeable business and commercial attorneys know exactly how to craft this document in order to best get the desired response from the party.

Before having your business and commercial litigation attorney draft a demand letter, it is important to think about how this action will impact the business relationship you have with the other party. Will you be trying to maintain a business relationship after the issue is a resolved? This type of consideration will help determine what tone the business and commercial litigation attorneys at Reinfeld & Cabrera, P.A. use in the demand letter.

It is always wise to have business and commercial litigation attorneys representing your interests. When issues arise that impact your company, you know they are there to provide you with expert counsel and, when necessary, represent your interests in the court room.

Business Preparation and How Doing a Contract Properly Can Help Avoid Litigation in the Future


When you are about to make a business deal, whether it be a partnership, an acquisition, a merger, a lease on property, or anything else related to your business, you will want to have someone you trust and who knows the ins and outs of business law on your side. The value in having an attorney who practices business law working with you is that your company will be protected from any future disputes, hopefully avoiding litigation altogether.

The business world and business law can by complex and there are many pitfalls that can impact a business if you have not protected yourself properly. Having an experienced attorney draw up a contract for you will go a long way in helping you protect your business and avoid any future disputes.

The business law attorneys at Reinfeld & Cabrera, P.A. will protect your interests, whether you are a small business, a new start-up, or even an international corporation. We will provide excellent representation and counsel for the formation of business entities, partnership/shareholder/operating agreements, contract negotiation and preparation, sales disputes and litigation, and breaches of contract.

A properly drafted contract will use business law in order to limit a company’s liability, divide up business risks, determine responsibilities and define obligations and expectations, among other things. It aims to protect your company should a disagreement arise or a breach of contract occur. It also aims to properly avoid a lawsuit in the future by negotiating now.

We want you to be able to focus on achieving success for your company, without worrying about the intricacies of business law. The business world is full of agreements and it is important to make sure these written documents represent your enterprise the best way possible when contracts need to be legally enforced in a court of law.

We will make sure your company’s interests are well protected in all business-related areas, allowing you to concentrate on the success and growth of your business. Let the experienced attorneys at Reinfeld & Cabrera, P.A. focus on the business law.