White Cirrito & Nally LLP FindLaw IM Template 2026-04-29T12:07:20Z https://www.whitecirritoandnally.com/feed/atom/ WordPress /wp-content/uploads/sites/1501989/2020/10/cropped-fav-icon-32x32.png On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[Your AI provider failed your business. Now what?]]> https://www.whitecirritoandnally.com/?p=47214 2026-04-24T12:08:10Z 2026-04-29T12:07:20Z familiar legal principles. Courts often apply established rules involving contracts, misrepresentation, negligence and damages when businesses suffer losses tied to poor performance or misuse of data.

Where automation disputes often begin

A business may expect a vendor to solve problems quickly and stand behind its product, but that does not always happen. Delays, poor performance and system failures can disrupt daily operations and create problems many businesses did not expect when they signed the agreement. Common triggers include:
  • The software failed to deliver the promised savings, growth or efficiency
  • Downtime stopped payroll, orders, lead intake or other core functions
  • AI tools made harmful decisions or gave false customer responses
  • Data ownership disputes arose over records, analytics or generated content
  • Security failures exposed private information or business records
These problems can interrupt operations and strain customer relationships. If the disruption continues or losses grow, businesses may begin to examine their contractual and legal options.

Why established legal rules still matter

A dispute involving AI does not exist outside the law. Courts often review these matters through familiar rules that businesses have relied on for years. Contracts may define what the vendor promised and what happens if performance falls short. False sales statements may lead to misrepresentation claims. Careless security practices may create negligence issues. Courts may also examine lost revenue, added costs or other measurable harm. Many vendor agreements also contain liability limits, arbitration clauses or renewal terms that may affect the dispute. New tools may create new kinds of disputes, but the legal framework often remains recognizable.

What this may mean for your business

Automation can help a company grow, but reliance on outside systems can also create weak points. One outage, one failed rollout or one poorly written contract may create costs that reach far beyond the monthly subscription fee. Disputes over failed performance or service breakdowns may become more common as companies depend more heavily on AI vendors and automation platforms. Clear records of vendor promises and operational disruption often help businesses evaluate responsibility and potential losses when conflicts arise.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[5 benefits of having a shareholder agreement before launching]]> https://www.whitecirritoandnally.com/?p=47209 2026-01-28T08:50:59Z 2026-02-02T08:50:18Z You've spent months building your business plan. You've secured your funding and assembled your team. Launch day approaches and excitement fills the air. But have you protected yourself from the disputes that derail the majority of business partnerships?  Without a shareholder agreement, you're vulnerable to conflicts that could destroy everything you've built. Before you unlock your doors, you need this critical foundation in place.

What is a shareholder agreement?

A shareholder agreement is a legal contract between your company's shareholders. It outlines each person's rights, responsibilities and obligations. Think of it as your business's rulebook. This document protects everyone involved and prevents misunderstandings before they become problems. With this foundation established, you can focus on the specific protections this agreement provides.

Five critical reasons to implement this agreement early

Understanding what a shareholder agreement is helps, but knowing its practical benefits makes the difference. These five protections demonstrate why you need this agreement before launch:
  • Prevent disputes: You establish clear guidelines for handling disagreements before emotions run high.
  • Define roles and decisions: You clarify who makes what decisions, preventing power struggles that stall progress.
  • Create clear exit strategies: You outline departure procedures, protecting both leaving and remaining shareholders.
  • Protect all shareholders: You ensure minority shareholders maintain a voice in major company decisions.
  • Manage transfer control: You control who can buy shares, preventing unwanted parties from gaining ownership.
These protections work together to create a stable business environment. Now you can move forward with confidence, knowing your interests remain protected.

Protect your business with legal help

Your shareholder agreement serves as your business's insurance policy. You protect your investment, your relationships and your company's future. Don't wait until problems emerge. Work with experienced legal counsel to draft an agreement that addresses your specific needs. Taking this step now saves you time, money and stress down the road.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[What if a key clause in a contract is unclear or ambiguous?]]> https://www.whitecirritoandnally.com/?p=47206 2025-10-23T10:18:49Z 2025-10-28T10:18:04Z The dangers of unclear clauses An unclear or ambiguous clause in a contract creates real risks. Different parties might interpret their roles in varied ways, which leads to disagreements and tension.
  • Talks often take longer as people try to make things clear.
  • One party may accuse another of not performing or acting unfairly.
  • Businesses can suffer financial losses due to unmet expectations.
  • Working relationships might face significant harm.
  • Court action could become necessary to settle the dispute. These situations damage trust and divert valuable resources from key business tasks.

How do courts address uncertain language in contracts?

When a contract clause lacks clarity, New York courts first try to find out what the parties originally intended. They begin by looking at the simple meaning of the words directly in the contract. If the language still offers more than one reasonable meaning, the court may then consider “outside evidence.” This evidence can include messages exchanged between the parties, common practices in the industry, or how the parties previously acted under the contract. Courts use these tools to clarify what everyone truly wanted when they made the agreement.

Crafting solid agreements

There are many ways to protect a business and one of them is by having a solid contract. It safeguards ones investment and reduces potential conflicts in the future. A skilled attorney can help business owners create well-written contracts that clearly states each party's role. This leaves little chance for misinterpretation.  ]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[Can a shareholder legally freeze you out of an LLC in New York?]]> https://www.whitecirritoandnally.com/?p=47205 2025-07-24T05:07:15Z 2025-07-29T05:05:56Z Being excluded from an LLC by another shareholder is a distressing experience. If you find yourself in this situation in New York, it's important to understand your rights and the legal framework surrounding this issue. In many cases, the answer to whether a shareholder can legally freeze you out of an LLC depends on several factors, including the LLC’s operating agreement and the nature of the actions taken by the other shareholder.

LLC operating agreements and shareholder rights

An LLC's operating agreement is a key document that outlines the rights and responsibilities of its members. If the agreement provides for the possibility of one shareholder freezing out another, such actions may be allowed. However, if the agreement doesn’t address this issue or offers protections against exclusion, you may have legal grounds to challenge the action. In New York, if the operating agreement doesn't mention how to handle disputes or freeze-outs, the default rules under state law could apply. This may include protection against "oppressive" conduct, which is when actions taken by one shareholder unfairly harm the interests of another.

Shareholder oppression in New York

New York law provides some protection against shareholder oppression. If one shareholder is trying to freeze another out, the excluded shareholder may have a claim for oppression. Oppression occurs when the actions of the majority or controlling shareholders severely disadvantage minority members. This could involve withholding access to important business decisions or preventing participation in profit distribution. In some cases, the oppressed shareholder may seek to dissolve the LLC or force the buyout of their shares. New York courts have recognized that oppressive conduct can lead to remedies that involve the forced sale of shares or other compensation.

Legal actions for frozen-out members

If you are frozen out of your LLC, your first step should be to review the operating agreement and consult with a legal professional. Depending on the circumstances, you may be able to file a lawsuit, seek a buyout, or request the court to dissolve the LLC. Courts often consider whether your exclusion has caused harm to your rights or financial interests. If it's determined that your exclusion was unfair, you may be entitled to compensation. If you're facing exclusion, remember that New York law offers avenues to protect your rights. Understanding your operating agreement, the nature of the exclusion, and your legal options is key to addressing the situation effectively.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[How does bad faith affect commercial lawsuits?]]> https://www.whitecirritoandnally.com/?p=47204 2025-04-29T05:22:44Z 2025-05-02T05:22:20Z When a business dispute heads to court, one of the most damaging accusations you might face is a claim of bad faith. Courts take bad faith behavior seriously and punish it in ways that can dramatically impact your case. Understanding what counts as bad faith and how it affects your lawsuit can help you stay protected.

What is considered bad faith in business disputes?

Bad faith happens when a business acts dishonestly or unfairly during a deal, negotiation, or lawsuit. Examples include lying about important facts, purposely delaying payments, hiding documents, or filing lawsuits to harass. Courts expect businesses to act honestly and fairly, even when there are disagreements. If you behave in a way that shows deception or a lack of fairness, the other side can use it against you in court.

How bad faith can impact your lawsuit

If a judge finds that you acted in bad faith, it can change the entire outcome of your lawsuit. Courts may order you to pay the other party's legal fees or award extra damages. Bad faith can also hurt your credibility, making it harder for the judge or jury to believe your side of the story. Even if you have a strong case otherwise, bad faith behavior can cause you to lose in court.

Common examples of bad faith in commercial cases

Some common signs of bad faith include refusing to honor a contract without reason, making false statements about a product or service, or dragging out a lawsuit just to wear down the other party. Businesses may also act in bad faith by destroying evidence or ignoring settlement agreements. Recognizing these behaviors early can help you avoid making mistakes that could cost you later. To protect yourself, communicate clearly, document important conversations, and follow through on promises. If a dispute arises, stay professional and honest at every step. Courts respect businesses that act fairly, even during heated disagreements. A strong, good-faith approach can only help you if your case goes to court.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[How does eminent domain impact commercial property owners?]]> https://www.whitecirritoandnally.com/?p=47203 2025-01-27T07:33:32Z 2025-01-30T07:33:19Z Eminent domain brings major changes for commercial property owners. It creates both problems and opportunities. This legal process allows the government to take private property for public projects. Owners often face financial losses and disruptions to their businesses during this process.

The purpose of eminent domain

Governments use eminent domain to build roads, schools, and other public projects. These improvements enhance communities but can also disrupt commercial property owners. Losing critical land or buildings directly impacts a business’s ability to operate effectively.

Compensation for affected property owners

The law requires fair payment to property owners when the government takes their land. This payment, known as "just compensation," must reflect the property’s market value. Disputes often arise over the offered amount, and owners may need help from appraisers or lawyers to secure accurate compensation.

Impact on business operations

Losing property disrupts business operations significantly. Many businesses relocate, which increases costs and causes a loss of customers. Partial property acquisitions can also hinder growth or reduce parking availability, which negatively affects operations. Strategic planning can help businesses navigate these challenges effectively.

Legal rights and challenges

Business owners can challenge eminent domain cases by questioning the project’s public use or disputing the compensation. These challenges require strong evidence and a thorough understanding of legal procedures. Hiring experienced legal counsel ensures that owners can protect their rights and interests.

Long-term effects on commercial properties

Eminent domain projects influence property values in various ways. New roads or infrastructure often raise surrounding property values. However, businesses forced to relocate may struggle to regain stability. Recognizing these outcomes allows property owners to make informed decisions during and after the proceedings. Facing eminent domain challenges requires preparation and guidance. Proper planning and professional advice enable businesses to protect their interests and navigate the process successfully.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[How can businesses protect trade secrets in litigation?]]> https://www.whitecirritoandnally.com/?p=47200 2024-10-17T10:20:59Z 2024-10-22T10:20:41Z Trade secrets are valuable assets for many businesses. Protecting them during litigation is important because the process can expose sensitive information. Companies can take steps to keep their trade secrets safe.

Use protective orders

A protective order stops trade secrets from becoming public during litigation. Courts issue these orders to control how confidential information is handled and who can access it. Businesses should ask their lawyers to request a protective order as soon as possible.

Limit disclosure of sensitive information

Companies should limit who accesses trade secrets during litigation. Only people directly involved in the case should see confidential information. By limiting access, businesses lower the risk of trade secrets being leaked or misused.

Use confidentiality agreements

Confidentiality agreements are important tools for protecting trade secrets. Everyone involved in the litigation, including witnesses and third parties, must sign non-disclosure agreements (NDAs). These agreements ensure that people keep sensitive information private, adding extra protection.

Redact sensitive information in court filings

Businesses must remove any sensitive information from court filings that might become public. Redacting trade secrets helps prevent unauthorized people from seeing confidential data. Legal teams should carefully review all documents before filing to protect sensitive information.

Request in-camera reviews

In some cases, businesses can ask judges to review trade secrets privately in their chambers instead of in open court. This limits exposure to the public or opposing parties. It is especially helpful when dealing with highly sensitive information. Strategic planning is key to protecting trade secrets during litigation. Businesses need to work closely with experienced lawyers to put all necessary safeguards in place. Taking proactive steps makes a big difference in keeping trade secrets safe throughout the litigation process.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[How do zoning law changes impact existing commercial contracts?]]> https://www.whitecirritoandnally.com/?p=47198 2024-07-25T08:55:44Z 2024-07-30T08:55:17Z Zoning laws determine how land can be used in different areas. These laws help organize urban planning and ensure the appropriate use of land in cities.  Changes in zoning laws can significantly impact existing commercial real estate contracts, especially in a state like New York, where real estate is a critical part of the economy.

Effects on property use

When zoning laws change, they can alter the permissible uses of a property. For instance, if a commercial area gets rezoned for residential use, businesses may no longer legally operate there. This can lead to conflicts between property owners and buyers who planned to use the property for its original purpose. Existing contracts may need renegotiation to address these changes.

Impact on property value

Zoning changes can increase or decrease property values. A shift from industrial to residential zoning may boost property values, while a move from commercial to industrial zoning might lower them. These changes can affect the financial terms of existing contracts. Buyers may seek price adjustments if the property’s value significantly changes due to new zoning laws.

Lease agreements and tenant rights

For leased commercial properties, zoning changes can complicate lease agreements. Tenants may find their business operations restricted or even illegal under new zoning laws. Landlords and tenants must review their contracts to determine how these changes affect their lease terms. Sometimes, tenants might need to relocate, leading to potential disputes over lease termination and relocation costs.

Legal and contractual remedies

Parties involved in commercial real estate transactions should include clauses addressing potential zoning changes. These clauses can specify how to handle such changes, which can provide legal and financial remedies. Consulting with real estate attorneys can help in drafting contracts that protect both buyers and sellers from unforeseen zoning law changes. Zoning law changes in New York can significantly impact existing commercial real estate contracts. Understanding and preparing for these impacts can help property owners and buyers navigate the complexities of real estate transactions in a changing legal landscape.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[Effective discovery techniques in commercial litigation]]> https://www.whitecirritoandnally.com/?p=47196 2024-04-30T07:26:58Z 2024-05-03T07:26:36Z Ask the right questions Interrogatories are a set of written queries that one party asks the other in a legal case. These inquiries aim to obtain specific information that can help uncover important details. By asking the right questions, both sides can learn important points that may affect the outcome of litigation.

Request documents

Requesting documents is an important part of finding evidence. You can ask for electronic files, physical items and related items. You must carefully write the request to ensure you cover everything. If the request is broad and asks for all relevant documents, it can strengthen your position and support your arguments.

Obtain testimony

Depositions provide a way to get details from witnesses and other people involved. Asking questions and getting answers allows you to learn more about the attributes and issues central to your case. Skillful questioning can reveal valuable insights and uncover inconsistencies that may impact the credibility of witnesses. This examination process helps prepare for trial and strengthen your strategy.

Clarify facts

Requests for admission enable parties to seek admissions or denials regarding specific components or issues, defining the disputed matters. Crafting clear and concise admission requests can streamline the discovery process and focus attention on key aspects of the litigation. In commercial litigation proceedings, the strategic use of effective discovery techniques helps uncover essential elements and shape the course of the case. A thoughtful and organized approach to finding information is fundamental for achieving a favorable legal outcome.]]> On Behalf of White, Cirrito, Nally & Lynch LLP <![CDATA[The impact of technology on commercial litigation]]> https://www.whitecirritoandnally.com/?p=47185 2024-02-01T06:25:13Z 2024-02-06T06:25:00Z Electronic discovery One significant aspect of technology's impact is in the realm of electronic discovery. Digital documents, emails and other electronic data are important pieces of evidence. With the advent of technology, sifting through this paperwork is more efficient, saving time and allowing a thorough examination of information.

Data analytics in litigation strategy

Technology has given rise to the use of data analytics in shaping commercial litigation strategy, including in real estate transactions. Businesses use technological tools to analyze large sets of data for patterns and trends. This analysis helps parties make informed decisions during legal proceedings.

Virtual courtrooms

With the ability to conduct hearings and trials online in virtual courtrooms, the legal process is more accessible and efficient. This shift is especially significant in commercial litigation, where the parties may have different locations, even different countries. Virtual courtrooms eliminate geographical barriers and streamline legal proceedings.

Blockchain and smart contracts

The emergence of blockchain technology has changed the way parties execute and enforce contracts. Smart contracts are self-executing contracts with the terms of the agreement directly written into code. This innovation reduces the likelihood of disputes due to ambiguous contract terms. The code executes the terms automatically.

Artificial intelligence in legal research

Instead of spending hours manually researching case law and precedents, the parties can rely on AI tools to streamline the process. This saves time and enhances the accuracy of legal research, ensuring that arguments are well-founded on relevant and up-to-date information. As businesses continue to embrace these technological advancements, the dynamics of commercial disputes will evolve, making the legal process more efficient and accessible for all parties involved.]]>